As filed with the U.S. Securities and Exchange Commission on July 5, 2012

 

Securities Act File No. 33-92982

Investment Company Act File No. 811-9054

 

 

 

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. 43

x

 

 

and/or

 

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT of 1940

x

 

 

Amendment No. 44

x

 

 

(Check appropriate box or boxes)

 

 

Credit Suisse Opportunity Funds

(Exact name of registrant as specified in charter)

 

One Madison Avenue, New York, New York

 

10010

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

 

Karen Regan

Credit Suisse Opportunity Funds

One 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, New York 10019-6099

 

Approximate date of proposed public offering: September 18, 2012.

 

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

 

o

Immediately upon filing pursuant to paragraph (b)

o

on (date) pursuant to paragraph (b)

o

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

o

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

x

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

 

 

 


 

 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES DESCRIBED HEREIN MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE IN WHICH THE OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.

 

SUBJECT TO COMPLETION, DATED July 5, 2012

 

CREDIT SUISSE FUNDS

 

Prospectus

 

[               ], 2012

 

·   CREDIT SUISSE STRATEGIC INCOME FUND

 

CLASS A SHARES: [            ]

CLASS C SHARES: [            ]

CLASS I SHARES: [            ]

 

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.

 

Credit Suisse Funds are advised by Credit Suisse Asset Management, LLC.

 


 

CONTENTS

 

SUMMARY

 

3

THE FUND IN DETAIL

 

10

Goal and Strategies

 

10

Risk Factors

 

11

FINANCIAL HIGHLIGHTS

 

16

MEET THE MANAGERS

 

17

MORE ABOUT THE FUND

 

19

The Management Firm

 

19

Share Valuation

 

20

Distributions

 

20

Taxes

 

21

Statements and Reports

 

22

CHOOSING A CLASS OF SHARES

 

23

BUYING AND SELLING SHARES

 

25

SHAREHOLDER SERVICES

 

32

OTHER POLICIES

 

33

OTHER SHAREHOLDER INFORMATION

 

35

OTHER INFORMATION

 

39

About The Distributor

 

39

FOR MORE INFORMATION

 

back cover

 

2

 


 

SUMMARY

 

INVESTMENT OBJECTIVE

 

The fund seeks total return.

 

FEES AND FUND EXPENSES

 

The accompanying tables describe the fees and expenses that you may pay if you buy and hold shares of the fund.

 

You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Credit Suisse Funds. More information about these and other discounts is available from your financial representative and in this Prospectus on page [    ] under the heading “Other Shareholder Information — Classes of Shares and Sales Charges” and in the fund’s Statement of Additional Information (“SAI”) on page [    ] under the heading “Additional Purchase and Redemption Information.”

 

 

 

Class A

 

Class C

 

Class I

 

Shareholder fees
(paid directly from your investment)

 

 

 

 

 

 

 

Maximum sales charge (load) imposed on purchases (as a percentage of offering price)

 

4.75

%

NONE

 

NONE

 

Maximum deferred sales charge (load) (as a percentage of the lesser of original purchase price or redemption proceeds, as applicable)

 

NONE

(1)

1.00

%(2)

NONE

 

Maximum sales charge (load) on reinvested distributions (as a percentage of offering price)

 

NONE

 

NONE

 

NONE

 

Redemption or exchange fees (as a percentage of net asset value on date of redemption or exchange) (for shares redeemed or exchanged within 30 days from the date of purchase)

 

2.00

%

2.00

%

2.00

%

Annual fund operating expenses
(expenses that you pay each year as a percentage of the value of your investment)

 

 

 

 

 

 

 

Management fee

 

[      ]

%

[      ]

%

[      ]

%

Distribution and service (12b-1) fee

 

0.25

%

1.00

%

NONE

 

Other expenses(3)

 

 

 

 

 

 

 

Total annual fund operating expenses

 

[      ]

%

[      ]

%

[      ]

%

Less: amount of fee limitations/expense reimbursements (4)

 

[      ]

%

[      ]

%

[      ]

%

Total annual fund operating expenses after fee limitations/expense reimbursements

 

[      ]

%

[      ]

%

[      ]

%

 


(1)

Purchases of shares of $1,000,000 or more may be subject to a 0.50% deferred sales charge on redemptions within 12 months of purchase.

 

 

(2)

1% during the first year.

 

 

(3)

“Other expenses” have been estimated for the fund’s first year of operations.

 

 

(4)

Credit Suisse Opportunity Funds (the “Trust”) and Credit Suisse Asset Management, LLC (“Credit Suisse”) have entered into a written contract limiting operating expenses to [      ]% of the fund’s average daily net assets for Class A shares, [      ]% of the fund’s average daily net assets for Class C shares and [      ]% of the fund’s average daily net assets for Class I shares at least through the fund’s first year of operations (the fund has not yet begun operations). The Trust is authorized to reimburse Credit Suisse for management fees previously limited and/or for expenses previously paid by Credit Suisse, provided, however, that any reimbursements must be paid at a date not more than three years after the end of the fund’s first year of operations and the reimbursements do not cause a class to exceed the applicable expense limitation in the contract at the time the fees were limited or expenses are paid. This contract may not be terminated before the end of the fund’s first year of operations.

 

3


 

EXAMPLE

 

This example may help you compare the cost of investing in the fund with the cost of investing in other mutual funds.

 

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

 

 

 

ONE

 

THREE

 

 

 

YEAR

 

YEARS

 

CLASS A

(with or without redemption)

 

$

 

 

$

 

 

CLASS C

(redemption at end of period)

 

$

 

 

$

 

 

CLASS C (no redemption)

 

$

 

 

$

 

 

CLASS I

(with or without redemption)

 

$

 

 

$

 

 

 

PORTFOLIO TURNOVER

 

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).  A higher portfolio turnover may indicate higher transaction costs.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance.  The fund’s annual rate of portfolio turnover for its first year of operations is anticipated to be approximately [100%], but may be lower or higher.

 

PRINCIPAL INVESTMENT STRATEGIES

 

The fund pursues its investment objective of total return by investing in a broad range of debt instruments.  “Strategic” in the fund’s name means that the fund seeks both current income and capital appreciation as elements of total return. The debt instruments in which the fund may invest include:

 

·                   bonds and other debt instruments issued by domestic and foreign companies of any size (including below investment grade debt securities (commonly known as “junk bonds”));

·                   senior secured floating rate loans (“Senior Loans”);

·                   mortgage-backed securities, asset-backed securities and collateralized loan obligations (CLOs);

·                   convertible debt securities;

·                   obligations issued by foreign governments; and

·                   obligations issued by the U.S. government and its agencies or instrumentalities (such as U.S. Treasury securities or Treasury inflation protected securities).

 

In seeking to achieve its investment objective, the fund adjusts its portfolio’s exposure amongst the various types of debt instruments based on market conditions and outlook.  At any given time, the fund may have a substantial weighting in any one asset class. Accordingly, the fund will, at times, be invested in debt instruments of various credit qualities and maturities, while at other times, the fund may emphasize one particular credit quality or maturity.

 

The fund’s investment adviser and sub-adviser emphasize bottom-up fundamental credit analysis and top-down macroeconomic analysis, combined with a focused relative value approach, and are not constrained by any particular duration or credit quality targets.  The fund’s allocation among various debt instruments will be made on the basis of the portfolio managers’ assessment of opportunities for total return relative to the risk of each type of investment. The fund may also take temporary defensive positions in cash and short-term bonds from time to time.

 

4


 

The fund may invest significantly in below investment grade debt securities and is authorized to invest without limit in these securities.  Below investment grade debt securities are rated in the lower rating categories of the established rating services (Ba or lower by Moody’s Investor Service, Inc. (“Moody’s”) and BB or lower by Standard & Poor’s, a division of The McGraw Hill Companies (“S&P”)), or, if unrated, are deemed by the fund’s investment adviser or sub-adviser to be of comparable quality.

 

The fund may invest in non-U.S. dollar denominated debt instruments.  The fund may utilize foreign currency transactions, including [currency options and forward foreign currency contracts] to hedge non-U.S. dollar investments or to establish or adjust exposure to particular foreign securities, markets or currencies, but it is not required to do so.

 

The fund may take short positions in securities or indices and generally will do so by using swaps or futures.  For example, the fund may enter into a futures contract pursuant to which it agrees to sell an asset (that it does not currently own) at a specified price at a specified point in the future.  This gives the fund a short position with respect to that asset.  The fund will benefit to the extent the asset decreases in value (and will be harmed to the extent the asset increases in value) between the time it enters into the futures contract and the agreed date of sale.

 

PRINCIPAL RISKS OF INVESTING IN THE FUND

 

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

 

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

 

BELOW INVESTMENT GRADE SECURITIES RISK

 

Below investment grade securities are regarded as being predominantly speculative as to the issuer’s ability to make payments of principal and interest. Investment in such securities involves substantial risk. Issuers of below investment grade securities may be highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risks associated with acquiring the securities of such issuers generally are greater than is the case with higher-rated securities.

 

COLLATERALIZED LOAN OBLIGATIONS RISK

 

CLOs are subject to the risk of substantial losses due to actual defaults, decrease of market value due to collateral defaults and disappearance of subordinate tranches, market anticipation of defaults, and investor aversion to CLO securities as a class. The risks of CLOs depend largely on the type of the underlying loans and the tranche of CLOs in which the fund invests. In addition, CLOs carry risks including interest rate risk and credit risk.

 

CONFLICT OF INTEREST RISK

 

Affiliates of Credit Suisse may act as underwriter, lead agent or administrative agent for loans and participate in the secondary market for loans. Because of limitations imposed by applicable law, the presence of Credit Suisse’s affiliates in the primary and secondary markets for loans may restrict the fund’s ability to acquire some loans or affect the timing or price of such acquisitions.

 

5


 

CONVERTIBLE SECURITIES RISK

 

The market value of a convertible security performs like that of a regular debt security; that is, if market interest rates rise, the value of a convertible security usually falls. In addition, convertible securities are subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuer’s credit rating or the market’s perception of the issuer’s creditworthiness. Since it derives a portion of its value from the common stock into which it may be converted, a convertible security is also subject to the same types of market and issuer risks that apply to the underlying common stock.

 

CREDIT RISK

 

The issuer of a security, the borrower of a loan or the counterparty to a contract, including derivatives contracts, may default or otherwise become unable to honor a financial obligation.  Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness also may affect the value of the fund’s investment in that issuer.

 

DERIVATIVES RISK

 

Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, instrument or index. The fund may use derivatives as part of a strategy designed to reduce exposure to certain risks, such as currency risk. Derivatives are subject to a number of risks described elsewhere in this Prospectus , such as 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 fund will engage in these transactions to reduce exposure to other risks when that would be beneficial.

 

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.

 

FOREIGN SECURITIES RISK

 

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

 

·       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 fund may, but is not required to, seek to reduce currency risk by hedging part or all of its exposure to various foreign currencies.

 

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

 

·       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 fund’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.

 

FUTURES CONTRACTS RISK

 

The risks associated with the fund’s use of futures contracts include the risk that: (i) changes in the price of a futures contract may not always track the changes in market value of the underlying reference asset; (ii) trading restrictions or limitations may be imposed by an exchange, and government regulations may restrict trading in futures contracts; and (iii) if the fund has insufficient cash to meet margin requirements, the fund may need to sell other investments, including at disadvantageous times.

 

6


 

INTEREST RATE RISK

 

Changes in interest rates may cause a decline in the market value of an investment. With bonds and other debt instruments, 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 holdings may be difficult or impossible to sell at the time and the price that the fund would like. The fund may have to lower the price, sell other holdings 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 an instrument may fluctuate, sometimes rapidly and unpredictably. These fluctuations, which are often referred to as “volatility,” may cause an instrument 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, bonds and fixed income instruments, and the mutual funds that invest in them.

 

MORTGAGE- AND ASSET-BACKED SECURITIES RISKS

 

The value of the fund’s mortgage-backed securities can fall if the owners of the underlying mortgages pay off their mortgages sooner than expected, which could happen when interest rates fall, or later than expected, which could happen when interest rates rise. If the underlying mortgages are paid off sooner than expected, the fund may have to reinvest this money in mortgage-backed or other securities that have lower yields.

 

Payment of interest and repayment of principal may be impacted by the cash flows generated by the assets backing asset-backed securities. The value of the fund’s asset-backed securities may also be affected by changes in interest rates, the availability of information concerning the interests in and structure of the pools of purchase contracts, financing leases or sales agreements that are represented by these securities, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the entities that provide any supporting letters of credit, surety bonds, or other credit enhancements.

 

PREPAYMENT RISK

 

In a declining interest rate environment, prepayment of loans and other fixed income instruments with high stated interest rates may increase. In such circumstances, the fund may have to reinvest the prepayment proceeds at lower yields.

 

SENIOR LOANS RISKS

 

Senior Loans are subject to the risk that a court could subordinate a Senior Loan, which typically holds the most senior position in the issuer’s capital structure, to presently existing or future indebtedness or take other action detrimental to the holders of Senior Loans. Senior Loans are also subject to heightened prepayment risk, as they usually have mandatory and optional prepayment provisions. Senior Loans are subject to the risk that the value of the collateral, if any, securing a loan may decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate.

 

SHORT POSITION RISK

 

The fund may enter into a short position through a futures contract or swap agreement. Taking short positions involves leverage of the fund’s assets and presents various risks. If the price of the asset, instrument or market on which the fund has taken a short position increases, then the fund will incur a loss equal to the increase in price from the time that the short position was entered into plus any premiums and interest paid to a third party. Therefore, taking short positions involves the risk that losses may be exaggerated, potentially losing more money than the

 

7


 

actual cost of the investment. The fund’s loss on a short sale could theoretically be unlimited in a case where the fund is unable, for whatever reason, to close out its short position.

 

VALUATION RISK

 

The lack of an active trading market may make it difficult to obtain an accurate price for an instrument held by the fund. Many derivative instruments are not actively traded.

 

PERFORMANCE SUMMARY

 

Because the fund is new, no performance information is available as of the date of this Prospectus .

 

The fund makes updated performance information available at the fund’s website (us-fund.credit-suisse.com) or by calling Credit Suisse Funds at 877-870-2874.

 

MANAGEMENT

 

Investment adviser:  Credit Suisse Asset Management, LLC (“Credit Suisse”)

 

Subadviser:   Credit Suisse Asset Management Limited (“Credit Suisse UK”)

 

Portfolio managers: The Credit Suisse Credit Investments Group Team is responsible for the day-to-day portfolio management of the fund. The current team members are John G. Popp, a Managing Director of Credit Suisse, Andrew H. Marshak, a Managing Director of Credit Suisse UK, Thomas J. Flannery, a Managing Director of Credit Suisse, David H. Lerner, a Managing Director of Credit Suisse, and Wing Chan, a Director of Credit Suisse. Messrs. Popp, Marshak, Flannery and Lerner and Ms. Chan have been members of the Credit Suisse Credit Investments Group Team since 1997, 1997, 1998, 1998 and 2005, respectively, and portfolio managers of the fund since inception.

 

PURCHASE AND SALE OF FUND SHARES

 

Eligible investors may purchase, redeem or exchange shares of the fund each day the New York Stock Exchange is open, at the fund’s net asset value determined after receipt of your request in proper form, subject to any applicable sales charge.

 

The fund’s initial investment minimums for Class A and Class C generally are as follows:

 

General

 

$

2,500

 

IRAs

 

$

500

 

Retirement plan programs

 

None

 

 

The fund’s subsequent investment minimums for Class A and Class C generally are as follows:

 

General

 

$100

 

IRAs

 

$100 ($50 for electronic transfers (ACH))

 

Retirement plan programs

 

None

 

 

The fund’s initial investment minimum for Class I is $250,000.

 

The fund’s subsequent investment minimum for Class I is $100,000.

 

8


 

If you invest through a financial representative, your financial representative may impose different investment minimum amount requirements.

 

For more information about how to purchase, redeem or exchange shares, and to learn which classes of shares are available to you, you should contact your financial representative or contact the fund by phone (Credit Suisse Funds at 877-870-2874).

 

TAX INFORMATION

 

The fund’s distributions are taxable as ordinary income or capital gain, except when your investment is through an IRA, 401(k) or other tax-advantaged account, in which case your withdrawals from such account may be taxed as ordinary income.

 

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL REPRESENTATIVES

 

If you purchase the fund through a broker-dealer or other financial representative (such as a bank), the fund and its related companies may pay the representative for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other representative and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial representative’s website for more information.

 

9

 


 

THE FUND IN DETAIL

 

·   GOAL AND STRATEGIES

 

The fund pursues its investment objective of total return by investing in a broad range of debt instruments.  “Strategic” in the fund’s name means that the fund seeks both current income and capital appreciation as elements of total return. The debt instruments in which the fund may invest include:

 

·                   bonds and other debt instruments issued by domestic and foreign companies of any size (including below investment grade debt securities (commonly known as “junk bonds”));

·                   senior secured floating rate loans (“Senior Loans”);

·                   mortgage-backed securities, asset-backed securities and collateralized loan obligations (CLOs);

·                   convertible debt securities;

·                   obligations issued by foreign governments (including emerging market countries); and

·                   obligations issued by the U.S. government and its agencies or instrumentalities (such as U.S. Treasury securities or Treasury inflation protected securities).

 

In seeking to achieve its investment objective, the fund adjusts its portfolio’s exposure amongst the various types of debt instruments based on market conditions and outlook.  At any given time, the fund may have a substantial weighting in any one asset class. Accordingly, the fund will, at times, be invested in debt instruments of various credit qualities and maturities, while at other times, the fund may emphasize one particular credit quality or maturity.

 

Credit Suisse, the fund’s investment adviser, and Credit Suisse UK, the fund’s sub-adviser (together, the “Adviser”) emphasize bottom-up fundamental credit analysis and top-down macroeconomic analysis, combined with a focused relative value approach, and are not constrained by any particular duration or credit quality targets.  The fund’s allocation among various debt instruments will be made on the basis of the portfolio managers’ assessment of opportunities for total return relative to the risk of each type of investment. The fund may also take temporary defensive positions in cash and short-term bonds from time to time.

 

The fund may invest significantly in below investment grade debt securities and is authorized to invest without limit in these securities.  Below investment grade debt securities are rated in the lower rating categories of the established rating services (Ba or lower by Moody’s and BB or lower by S&P), or, if unrated, are deemed by the Adviser to be of comparable quality.  The fund may invest in securities rated C or lower and which have limited capacity to pay principal and interest on their obligations.  The fund is not required to dispose of debt instruments that are downgraded or go into default.

 

The fund may invest in non-U.S. dollar denominated debt instruments and debt instruments of emerging market issuers and is authorized to invest without limit in these instruments.  The fund may utilize foreign currency transactions, including [currency options and forward foreign currency contracts] to hedge non-U.S. dollar investments or to establish or adjust exposure to particular foreign securities, markets or currencies, but it is not required to do so.

 

The fund may also invest in other derivatives, regardless of whether the fund may own the asset, instrument or components of the index underlying the derivative. The fund typically uses derivatives as a substitute for taking a position in the underlying asset, instrument or index and/or as part of a strategy designed to reduce exposure to other risks, such as currency risk.  The fund’s derivative investments may include equity puts, credit default swaps, interest rate swaps, total return swaps, and futures contracts on securities and indexes.

 

The fund may take short positions in securities or indices and generally will do so by using swaps or futures.  For example, the fund may enter into a futures contract pursuant to which it agrees to sell an asset (that it does not currently own) at a specified price at a specified point in the future.  This gives the fund a short position with respect to that asset.  The fund will benefit to the extent the asset decreases in value (and will be harmed to the extent the asset increases in value) between the time it enters into the futures contract and the agreed date of sale.

 

10


 

The fund’s investment objective may be changed without shareholder approval.

 

·   RISK FACTORS

 

INTRODUCTION

 

The fund may use certain investment practices that have higher risks associated with them. However, the fund has limitations and policies designed to reduce many of the risks.

 

PRINCIPAL RISK FACTORS

 

BELOW INVESTMENT GRADE SECURITIES RISK

 

Below investment grade securities are regarded as being predominantly speculative as to the issuer’s ability to make payments of principal and interest. Investment in such securities involves substantial risk. Issuers of below investment grade securities may be highly leveraged and may not have available to them more traditional methods of financing. Therefore, the risks associated with acquiring the securities of such issuers generally are greater than is the case with higher-rated securities. For example, during an economic downturn or a sustained period of rising interest rates, issuers of below investment grade securities may be more likely to experience financial stress, especially if such issuers are highly leveraged. During periods of economic downturn, such issuers may not have sufficient revenues to meet their interest payment obligations. The issuer’s ability to service its debt obligations also may be adversely affected by specific issuer developments, the issuer’s inability to meet specific projected business forecasts or the unavailability of additional financing. The risk of loss due to default by the issuer is significantly greater for the holders of below investment grade securities because such securities may be unsecured and may be subordinate to other creditors of the issuer.

 

COLLATERALIZED LOAN OBLIGATIONS RISK

 

CLOs are trusts or other special purpose entities that are backed by a pool of loans. Such loans may include domestic and foreign senior secured loans, senior unsecured loans and subordinate corporate loans, some of which may be below investment grade or equivalent unrated loans.

 

CLOs issue classes or “tranches” that vary in risk and yield, and may experience substantial losses due to actual defaults, decrease of market value due to collateral defaults and disappearance of subordinate tranches, market anticipation of defaults, and investor aversion to CLO securities as a class. The risks of CLOs depend largely on the type of the underlying loans and the tranche of CLOs in which the fund invests. In addition, CLOs carry risks including interest rate risk and credit risk.

 

CONFLICT OF INTEREST RISK

 

Affiliates of Credit Suisse may act as underwriter, lead agent or administrative agent for loans and participate in the secondary market for loans. Because of limitations imposed by applicable law, the presence of Credit Suisse’s affiliates in the primary and secondary markets for loans may restrict the fund’s ability to acquire some loans or affect the timing or price of such acquisitions.

 

CONVERTIBLE SECURITIES RISK

 

The market value of a convertible security performs like that of a regular debt security; that is, if market interest rates rise, the value of a convertible security usually falls. In addition, convertible securities are subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuer’s credit rating or the market’s perception of the issuer’s creditworthiness. Since it derives a portion of its value from the common stock into which it may be converted, a convertible security is also subject to the same types of market and issuer risks that apply to the underlying common stock.

 

11


 

CREDIT RISK

 

The issuer of a security, the borrower of a loan or the counterparty to a contract, including derivatives contracts, may default or otherwise become unable to honor a financial obligation.  Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness also may affect the value of the fund’s investment in that issuer.

 

DERIVATIVES RISK

 

Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, instrument or index. The fund 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 fund’s use of derivative instruments 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 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 fund will engage in these transactions to reduce exposure to other risks when that would be beneficial.

 

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.

 

FOREIGN SECURITIES RISK

 

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

 

·    Currency Risk   Fluctuations in exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. The liquidity and trading value of foreign currencies could be affected by global economic factors, such as inflation, interest rate levels, and trade balances among countries, as well as the actions of sovereign governments. Adverse changes in exchange rates may erode or reverse any gains produced by foreign-currency-denominated investments and may widen any losses. The fund’s net currency positions may expose it to risks independent of its securities positions.

 

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

 

·    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 fund’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.

 

FUTURES CONTRACTS RISK

 

The price volatility of futures contracts historically has been greater than that for traditional securities such as stocks and bonds. The value of certain futures contracts may fluctuate in response to changes in interest rates, currency exchange rates or other changes. Therefore, the assets of the fund, and the prices of fund shares, may be subject to greater volatility, as a result of the fund’s use of futures contracts. The risks associated with the fund’s use of futures contracts include the risk that: (i) changes in the price of a futures contract may not always track the changes in market value of the underlying reference asset; (ii) the underlying reference asset may not perform the way the Adviser expected it to; (iii) trading restrictions or limitations may be imposed by an exchange, and government regulations may restrict trading in futures contracts; (iv) if the fund has insufficient cash to meet margin requirements, the fund may need to sell other investments, including at disadvantageous times; and (v) although the fund will generally purchase only exchange-traded futures, due to market conditions there may not always be a liquid secondary market for a futures contract and, as a result, the fund may be unable to close out its futures contracts at a time which is advantageous.

 

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HEDGED EXPOSURE RISK

 

The fund’s hedging activities could multiply losses generated by a derivative 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.

 

INTEREST RATE RISK

 

Changes in interest rates may cause a decline in the market value of an investment. With bonds and other debt instruments, 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 holdings may be difficult or impossible to sell at the time and the price that the fund would like. The fund may have to lower the price, sell other holdings 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, 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. Bonds and other debt instruments 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.

 

MORTGAGE- AND ASSET-BACKED SECURITIES RISKS

 

The value of the fund’s mortgage-backed securities can fall if the owners of the underlying mortgages pay off their mortgages sooner than expected, which could happen when interest rates fall, or later than expected, which could happen when interest rates rise. If the underlying mortgages are paid off sooner than expected, the fund may have to reinvest this money in mortgage-backed or other securities that have lower yields. Mortgage-backed securities are most commonly issued or guaranteed by U.S. government agencies or instrumentalities (“Agencies”), but may also be issued or guaranteed by other private issuers. Although obligations of Agencies are not debts of the U.S. Treasury, in some cases, payment of interest and principal on such obligations is guaranteed by the U.S. government. There is no guarantee that the U.S. government will support securities not backed by its full faith and credit. Accordingly, although these securities historically have involved little risk of loss of principal if held to maturity, they may involve more risk than securities backed by the U.S. government’s full faith and credit. Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than obligations directly or indirectly guaranteed by the U.S. government.

 

Payment of interest and repayment of principal may be impacted by the cash flows generated by the assets backing asset-backed securities. The value of the fund’s asset-backed securities may also be affected by changes in interest rates, the availability of information concerning the interests in and structure of the pools of purchase contracts, financing leases or sales agreements that are represented by these securities, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the entities that provide any supporting letters of credit, surety bonds, or other credit enhancements.

 

PREPAYMENT RISK

 

Securities with high stated interest rates may be prepaid prior to maturity. During periods of falling interest rates, the fund would generally have to reinvest the proceeds at lower rates.

 

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SENIOR LOANS RISKS

 

Senior Loans are subject to the risk that a court could subordinate a Senior Loan, which typically holds the most senior position in the issuer’s capital structure, to presently existing or future indebtedness or take other action detrimental to the holders of Senior Loans. Senior Loans are also subject to heightened prepayment risk, as they usually have mandatory and optional prepayment provisions.

 

Senior Loans are subject to the risk that the value of the collateral, if any, securing a loan may decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. In the event of a default, the fund may have difficulty collecting on any collateral. In addition, any collateral may be found invalid or may be used to pay other outstanding obligations of the borrower. The fund’s access to collateral, if any, may be limited by bankruptcy, other insolvency laws, or by the type of loan the fund has purchased. As a result, a collateralized Senior Loan may not be fully collateralized and can decline significantly in value. Where the fund is a participant in a loan, it does not have any direct claim on the loan or any rights of set-off against the borrower and may not benefit directly from any collateral supporting the loan. As a result, the fund is subject to 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 fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

 

VALUATION RISK

 

The lack of an active trading market may make it difficult to obtain an accurate price for an instrument held by the fund. Many derivative instruments are not actively traded.

 

OTHER RISK FACTORS

 

EMERGING MARKETS RISK

 

The risks of investing in foreign securities are increased in connection with investments in emerging markets. Emerging markets are countries generally considered to be relatively less developed or industrialized. Emerging markets often face economic problems that could subject the fund to increased volatility or substantial declines in value. Deficiencies in regulatory oversight, market infrastructure, shareholder protections and company laws could expose the fund to risks beyond those generally encountered in developed countries. In addition, profound social changes and business practices that depart from norms in developed countries’ economies have hindered the orderly growth of emerging economies and their markets in the past and have caused instability. High levels of debt tend to make emerging economies heavily reliant on foreign capital and vulnerable to capital flight. Countries in emerging markets are also more likely to experience high levels of inflation, deflation, currency devaluation or unemployment, which could hurt their economies and securities markets. For these and other reasons, investments in emerging markets are often considered speculative.

 

SHORT POSITION RISK

 

The fund may enter into a short position through a futures contract or swap agreement. Taking short positions involves leverage of the fund’s assets and presents various risks. If the price of the asset, instrument or market on which the fund has taken a short position increases, then the fund will incur a loss equal to the increase in price from the time that the short position was entered into plus any premiums and interest paid to a third party. Therefore, taking short positions involves the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. The fund’s loss on a short sale could theoretically be unlimited in a case where the fund is unable, for whatever reason, to close out its short position. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the fund. The fund’s risk of loss with respect to short sales may be significant, as the fund may have a substantial amount of short positions in its portfolio.

 

SPECULATIVE EXPOSURE RISK

 

To the extent that a derivative or practice (such as short selling) is not used as a hedge, the fund 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 swaps and from speculative short sales are unlimited.

 

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SWAP AGREEMENTS RISK

 

Swap agreements involve the risk that the party with whom the fund has entered into the swap will default on its obligation to pay the fund and the risk that the fund will not be able to meet its obligations to pay the other party to the agreement.

 

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FINANCIAL HIGHLIGHTS

 

This section normally details the financial performance of the fund. Because the fund had not yet commenced operations prior to the date of this Prospectus , there are no financial highlights to report.

 

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MEET THE MANAGERS

 

The Credit Suisse Credit Investments Group is responsible for the day-to-day portfolio management of the fund. The current team members are John G. Popp, Andrew H. Marshak, Thomas J. Flannery, David H. Lerner and Wing Chan.

 

John G. Popp is the lead manager for the fund and oversees the fund’s [asset allocation targets and overall security selection]. Andrew H. Marshak, Thomas J. Flannery, David H. Lerner and Wing Chan focus on the various types of debt instruments.

 

John G. Popp is a Managing Director of Credit Suisse and Group Head and Chief Investment Officer of the Credit Investments Group (“CIG”), with primary responsibility for making investment decisions and monitoring processes for CIG’s global investment strategies. Mr. Popp is also a member of the CIG Credit Committee.  Mr. Popp serves on the Operating Committee of Credit Suisse Asset Management, LLC. Mr. Popp also serves as the Chief Executive Officer of the Credit Suisse Funds, as well as serving as Chief Executive Officer and President for the Credit Suisse Asset Management Income Fund, Inc. and the Credit Suisse High Yield Bond Fund. Previous to Credit Suisse, Mr. Popp was a Founding Partner and Head of Asset Management for First Dominion Capital, LLC. From 1992 through 1997, Mr. Popp was a Managing Director of Indosuez Capital and also served as President of Indosuez Capital Asset Advisors, Inc., and President of 1211 Investors, Inc. In 1989, Mr. Popp joined the Corporate Finance Department of Kidder Peabody & Co., Inc. as Senior Vice President, previously serving as Vice President in the Mergers and Acquisitions department of Drexel Burnham Lambert. Mr. Popp is a member of the Brookings Institution’s Foreign Policy Leadership Committee and a member of the Juilliard School Council. Mr. Popp graduated with a Bachelor of Arts degree from Pomona College and an M.B.A. from the Wharton Graduate Division of the University of Pennsylvania.

 

Andrew H. Marshak is a Managing Director of Credit Suisse UK and Head of Europe for CIG, with primary responsibility for European loans and high yield bonds.  Mr. Marshak has global responsibility for overseeing CIG’s portfolio management and trading.  Mr. Marshak is also a member of the CIG Credit Committee.  Prior to joining Credit Suisse, Mr. Marshak was a Managing Director and a founding partner of First Dominion Capital, LLC, which he joined in 1997 from Indosuez Capital, where he served as a Vice President.  Prior to joining Indosuez Capital in 1992, Mr. Marshak was an Analyst in the Investment Banking Department of Donaldson, Lufkin & Jenrette.  Mr. Marshak holds a B.S., Summa Cum Laude, from the Wharton School of the University of Pennsylvania.

 

Thomas J. Flannery is a Managing Director of Credit Suisse and Portfolio Manager for CIG with responsibility for trading, directing investment decisions and analyzing investment opportunities. Mr. Flannery is also a member of the CIG Credit Committee. Mr. Flannery joined Credit Suisse in November 2000 through the merger with DLJ. Previous to Credit Suisse, Mr. Flannery served as an Associate at First Dominion Capital, LLC, which he joined in 1998. Mr. Flannery began his career with Houlihan Lokey Howard & Zukin, Inc., where he served as an Analyst in the Financial Restructuring Group, working on a variety of debtor and creditor representation assignments. Mr. Flannery graduated with a Bachelor of Science degree from Georgetown University.

 

David H. Lerner is a Managing Director of Credit Suisse and a Portfolio Manager of CIG. Mr. Lerner has responsibilities for trading, directing investment decisions, monitoring policies and managing portfolio risk of CIG. Mr. Lerner is also a member of the CIG Credit Committee.Mr. Lerner joined Credit Suisse in November 2000 through the merger with DLJ. Prior to DLJ, Mr. Lerner worked at First Dominion Capital, LLC as a Senior Vice President. Previous to First Dominion, Mr. Lerner worked at the Mitsubishi Trust and Banking Corporation as a Vice President in the Leveraged Finance Group. Prior to that, he worked at Banque Francaise du Commerce Exterieur as a Vice President in the Corporate Finance Group. Mr. Lerner began his career at Chase Manhattan Bank as an Associate. Mr. Lerner holds a BBA in Finance from The George Washington University.

 

Wing Chan is a Director of Credit Suisse and a Portfolio Manager of CIG with primary responsibility for security selection. Prior to joining Credit Suisse in 2005, Ms. Chan served as an Associate Portfolio Manager in Invesco’s High Yield group. Previously, Ms. Chan worked at JP Morgan Fleming Asset Management where she shared

 

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responsibility for the management of Structured and Long Duration products. Ms. Chan earned a double B.S. in Economics and Finance from the Massachusetts Institute of Technology. Ms. Chan is a CFA Charterholder and holds a Series 3 license.

 

The Statement of Additional Information (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 fund.

 

Job titles indicate position with the investment adviser unless indicated otherwise.

 

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MORE ABOUT THE FUND

 

·   THE MANAGEMENT FIRMS

 

CREDIT SUISSE ASSET
MANAGEMENT, LLC

 

One Madison Avenue
New York, NY 10010

 

·   Investment adviser for the fund

 

·   Responsible for managing the fund’s assets according to its goal and strategies

 

·   Is part of the asset management business of Credit Suisse Group AG, one of the world’s leading banks

 

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

 

CREDIT SUISSE ASSET
MANAGEMENT LIMITED

 

One Cabot Square

London, E14 4QJ

United Kingdom

 

·   Sub-adviser for the fund

 

·   Responsible for assisting Credit Suisse in the management of certain of the fund’s international assets according to its goal and strategies

 

·   Part of the asset management business of Credit Suisse Group AG

 

The fund pays advisory fees at the annual rate of [      ]% of average daily net assets.

 

A discussion regarding the basis for the Board of Trustees’ approval of the fund’s investment advisory contract and sub-advisory contract will be available in the fund’s Annual Report to shareholders for the fiscal year ending October 31, 2012.

 

The Trust and Credit Suisse have entered into a written contract limiting operating expenses to [      ]% of the fund’s average daily net assets for Class A shares, [      ]% of the fund’s average daily net assets for Class C shares and [      ]% of the fund’s average daily net assets for Class I shares at least through the fund’s first year of operations (the fund has not yet begun operations). The Trust is authorized to reimburse Credit Suisse for management fees previously limited and/or for expenses previously paid by Credit Suisse, provided, however, that any reimbursements must be paid at a date not more than three years after the end of the fund’s first year of operations and the reimbursements do not cause a class to exceed the applicable expense limitation in the contract at the time the fees were limited or expenses are paid.  This contract may not be terminated before the end of the fund’s first year of operations.

 

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·   SHARE VALUATION

 

The net asset value (NAV) of the fund 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 fund’s total assets, less its liabilities, by the number of shares outstanding.

 

The fund’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 open-end investment companies are valued at their 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. Futures contracts are valued at the settlement prices established each day on the exchange on which they are traded. Securities, options, swaps and futures contracts and other assets for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund’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 fund 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 fund also may 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 fund’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 fund prices its shares. The fund may utilize 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 fund’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 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 fund 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 fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the fund determines its NAV.

 

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

 

·   DISTRIBUTIONS

 

As a fund investor, you will receive distributions.

 

The fund earns dividends from fixed income securities and other investments. These are passed along as dividend distributions. The fund 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 fund declares dividends daily and pays them monthly. The fund typically distributes capital gains annually, usually in December. The fund may make additional distributions at other times if necessary to avoid a federal tax.

 

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Distributions will be reinvested in additional shares without any initial or deferred sales charge, unless you choose on your account application to have a check for your distributions mailed to you.

 

Estimated year-end distribution information, including record and payment dates, generally will be available late in the year from your financial representative or by calling 877-870-2874. Investors are encouraged to consider the potential tax consequences of distributions prior to buying or selling shares of the fund.

 

·   TAXES

 

As with any investment, you should consider how your investment in the fund will be taxed. If your account is not a tax-advantaged account, you should be especially aware of the following potential tax implications. Please consult your tax professional concerning your own tax situation.

 

The following discussion is applicable to shareholders who are U.S. persons. If you are a non-U.S. person, please consult your own tax adviser with respect to the tax consequences to you of an investment in the fund.

 

TAXES ON DISTRIBUTIONS

 

As long as the fund continues to meet the requirements for being a tax-qualified RIC, the fund pays no federal income tax on the earnings and gains, if any, it distributes to shareholders.

 

Distributions you receive from the fund, whether reinvested or taken in cash, are generally taxable. Distributions of taxable income from the fund’s long-term capital gains are taxed as long-term capital gains, regardless of how long you have held fund shares. Distributions from other sources, including short-term capital gains, are generally taxed as ordinary income.

 

If you buy shares shortly before or on the “record date” — the date that establishes you as the person to receive the upcoming distribution — you may receive a portion of the money you just invested in the form of a taxable distribution.

 

Any dividend or distribution declared by the fund in October, November or December of any calendar year and payable to shareholders of record on a specified date in such a month shall be deemed to have been received by each shareholder on December 31 of such calendar year and to have been paid by the fund not later than such December 31, provided such dividend is actually paid during January of the following year.

 

Credit Suisse will mail you a Form 1099-DIV every January, which details your distributions for the prior year and their federal tax category, including the portion taxable as long- term capital gains. If you do not provide the fund, or its paying agent, with your correct taxpayer identification number or certification that you are exempt from backup withholding, a portion of your distributions, dividends and redemption proceeds may be withheld for federal income tax purposes.

 

Beginning in 2013, a 3.8 percent Medicare contribution tax will be imposed on net investment income, including interest, dividends, and capital gain, of U.S. individuals with income exceeding $200,000 (or $250,000 if married filing jointly), and of estates and trusts.

 

A 30% withholding tax will be imposed on dividends paid after December 31, 2013 and redemption proceeds paid after December 31, 2014 to (i) foreign financial institutions including non-U.S. investment funds unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will need to enter into agreements with the IRS that state that they will provide the IRS information including the name, address and taxpayer identification number of direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S.

 

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accounts, report to the IRS certain information with respect to U.S. accounts maintained, agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information, and determine certain other information as to their account holders. Other foreign entities will need to provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply.

 

TAXES ON TRANSACTIONS

INVOLVING FUND SHARES

 

Any time you redeem fund shares or exchange fund shares for shares of another fund, it is generally considered a taxable event for you. Depending on the purchase price and the sale price of the shares you sell or exchange, you may have a gain or loss on the transaction. If you held the shares as capital assets, such gain or loss will be long-term capital gain or loss if you held the shares for more than one year. You are responsible for any tax liabilities generated by your transactions.

 

·   STATEMENTS AND REPORTS

 

If you invest directly through the fund, you will receive account statements as follows:

 

·   after every transaction that affects your account balance (except for distribution reinvestments and automatic transactions)

·   after any changes of name or address of the registered owner(s)

·   otherwise, every calendar quarter

 

The fund also produces financial reports, which include a list of the fund’s portfolio holdings, semiannually and updates its Prospectus annually. The fund generally does not hold shareholder meetings. To reduce expenses by eliminating duplicate mailings to the same address, the fund 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 fund. If you would like to receive additional reports, Prospectuses or proxy statements, please contact your financial representative or call 877-870-2874.

 

The fund discloses its portfolio holdings and certain of the fund’s statistical characteristics, such as industry diversification, as of the end of each calendar month on its website, us-fund.credit-suisse.com. This information is posted on the fund’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 fund’s policies and procedures with respect to disclosure of its portfolio securities is available in the fund’s SAI .

 

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CHOOSING A CLASS OF SHARES

 

This Prospectus offers you a choice of three classes of shares: Classes A, C and I. Class I shares are only available to certain types of investors, as described below. Choosing which of these classes of shares is better for you depends on a number of factors, including the amount and intended length of your investment and the total costs and expenses associated with a particular share class.

 

CLASS A AND CLASS C

 

With respect to Class A and Class C shares:

 

·           Class A shares may be a better choice than Class C if you are investing for the long term, especially if you are eligible for a reduced sales charge

 

·           Class C shares permit all of your investment dollars to go to work for you right away, but they have higher expenses than Class A shares and deferred sales charges

 

·           Class C shares may be better for an investor with a shorter time horizon because they have a lower sales charge than Class A shares, but because they have higher annual expenses, Class C shares are generally not appropriate if you are investing for the long term

 

Class A and C shares are described in detail in “Other Shareholder Information.” The table below gives you a brief comparison of the main features of Class A and Class C, which we recommend you discuss with your financial representative. Your financial representative will receive different compensation depending on the class you choose.

 

CLASS A

 

·          Initial sales charge of up to 4.75%

·          Lower sales charge for large purchases

·                            No charges when you sell shares (except on certain redemptions of shares bought without an initial sales charge)

·          Lower annual expenses than Class C because of lower 12b-1 fee

 

CLASS C

 

·          No initial sales charge

·          Deferred sales charge of 1.00% if you sell shares during the first year of purchase

·          Higher annual expenses than Class A shares because of higher 12b-1 fee

·          No conversion to Class A shares, so annual expenses remain higher

 

CLASS I

 

Class I shares are offered to (1) investors in employee retirement, stock, bonus, pension or profit sharing plans, (2) investment advisory clients of Credit Suisse, (3) employees of Credit Suisse or its affiliates and current and former Directors and Trustees of funds advised by Credit Suisse or its affiliates, (4) Credit Suisse or its affiliates and (5) any corporation, partnership, association, joint-stock company, trust, fund or any organized group of persons whether incorporated or not that has a formal or informal consulting or advisory relationship with Credit Suisse or a third party through which the investment is made.

 

Class I shares also are offered to clients of financial intermediaries (including broker-dealers and registered investment advisers (“RIAs”)) who charge such clients an ongoing fee for advisory, investment, consulting or similar services. The aggregate value of such accounts with respect to each financial intermediary must be at least $250,000 (or be anticipated by the principal underwriter to reach $250,000). The minimum initial investment in Class I shares for employees of Credit Suisse or its affiliates is $50,000 across all Credit Suisse Funds. For purposes of determining the $50,000 minimum, employees may aggregate shares held in all Credit Suisse Funds.

 

Prospective investors in Class I shares may be required to provide documentation to determine their eligibility to purchase Class I shares.

 

You may be able to convert your shares to a different share class that has a lower expense ratio provided certain conditions are met. This conversion feature is intended for shares held through a financial intermediary offering an investment program with an all-inclusive fee, such as a wrap fee or other fee-based program that has an agreement with Credit Suisse or Credit Suisse Securities (USA) LLC (“CSSU”), the fund’s distributor, specific for this

 

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purpose. In such instance, your shares automatically may be converted under certain circumstances. Generally, Class C shares are not eligible for conversion until the applicable CDSC period has expired. Class I shares may be converted to Class A shares or may be redeemed if you cease to satisfy the Class I share eligibility requirements. Please contact your financial intermediary for additional information.

 

Employees of Credit Suisse or its affiliates that hold $50,000 across all Credit Suisse Funds may convert their shares to Class I shares.

 

If your shares are converted to a different share class, the transaction will be based on the respective net asset value of each class as of the trade date of the conversion. Consequently, you may receive fewer shares or more shares than originally owned, depending on that day’s net asset values. Your total value of the initially held shares, however, will equal the total value of the converted shares. Please contact your financial intermediary regarding the tax consequences of any conversion.

 

More information about the fund’s classes of shares is available through Credit Suisse’s website. You will find detailed information about sales charges and ways you can qualify for reduced or waived sales charges, including:

 

·           the front-end sales charges that apply to the purchase of Class A shares

 

·           the deferred sales charges that apply to the redemption of Class C shares

 

·           who qualifies for lower sales charges on Class A shares

 

·           who qualifies for a sales load waiver

 

Go to us-fund.credit-suisse.com and click on “Breakpoint Discounts.”

 

You may also go to the FINRA website, www.finra.org, and click on “Understanding Mutual Fund Classes” under “Investor Information: Investor Alerts” for more helpful information on how to select the appropriate class in which to invest.

 

24


 

BUYING AND SELLING SHARES

 

·       OPENING AN ACCOUNT

 

You may invest in each class of shares of the fund through certain financial representatives and you may also invest directly through the fund, subject to certain eligibility requirements. You should contact your financial representative or the fund to open an account and make arrangements to buy shares.

 

If you invest through a financial representative, your financial representative will be responsible for furnishing all necessary documents to us, and may charge you for his or her services. All classes of shares may not be available through all financial representatives. You should contact your financial representative for further information.

 

If you invest directly through the fund, you will be required to complete an account application with the fund.  Your account application provides the fund with key information necessary to set up your account correctly. It also lets you authorize services that you may find convenient in the future.  If you need an application, call the Shareholder Service Center to receive one by mail or fax. You can make your initial investment through the fund by check or wire.  The “By Wire” method enables you to buy shares on a particular day at that day’s closing NAV.

 

In order to help the government combat the funding of terrorism and money laundering, federal law requires financial institutions to obtain, verify, and record information that identifies each person who opens an account. If you do not provide the information requested, the fund will not be able to open your account. If the fund is unable to verify your identity or the identity of any person authorized to act on your behalf, the fund and Credit Suisse reserve the right to close your account and/or take such other action they deem reasonable or required by law. If your account is closed, your fund shares will be redeemed at the NAV per share next calculated after the determination has been made to close your account.

 

·       BUYING AND SELLING SHARES

 

The fund is open on those days when the NYSE is open, typically Monday through Friday. Your financial representative or the fund must receive your purchase order in proper form prior to the close of the NYSE (usually 4 p.m. eastern time) in order for it to be priced at that day’s offering price. If your request is received after that time, it will be priced at the next business day’s offering price. Investors may be charged a fee by a financial representative for transactions effected through it. “Proper form” means your financial representative or the fund has received a completed purchase application and payment for shares (as described in this Prospectus ). The fund reserves the right to reject any purchase order.

 

The fund reserves the right to modify or waive the minimum investment amount requirements described above.  The maximum investment amount in Class C shares is $1,000,000.

 

If you invest in the fund through a financial representative, you should contact your financial representative to redeem shares of the fund. Your redemption will be processed at the NAV per share after your request is received in proper form. If you own Class C shares or purchased Class A shares without paying an initial sales charge, any applicable CDSC will be applied to the NAV and deducted from your redemption proceeds. The value of your shares may be more or less than your initial investment depending on the NAV of your fund on the day you redeem.

 

If you invest directly through the fund, please see the “Buying Shares” table and the “Selling Shares” table on the following pages.  If you do not list a financial advisor and his/her brokerage firm on the account application, CSSU is designated as the broker of record, but solely for purposes of acting as your agent to purchase shares. If you wish to invest directly by mail, please send a check payable to Credit Suisse Family of Funds, along with a completed application form by regular mail: Credit Suisse Funds, P.O. Box 55030, Boston, MA 02205-5030 or overnight mail: Credit Suisse Funds, c/o Boston Financial Data Services, Inc., 30 Dan Road, Canton, MA 02021-2809.

 

If you want to use Automated Clearing House (ACH) transfer, be sure to complete the “ACH on Demand” section of the account application.  If you invest directly through the fund and wish to pay for your shares by check, please make the check payable in U.S. dollars to Credit Suisse Family of Funds.  Unfortunately, the fund cannot accept “starter” checks that do not have your name pre-printed on them. The fund also cannot accept checks payable to you or to another party and endorsed to the order of Credit Suisse Funds. These types of checks will be returned to you and your purchase order will not be processed.

 

If you invest in the fund through a financial representative, your financial representative may impose a minimum account balance required to keep your account open.

 

25


 

·       EXCHANGING SHARES

 

If you invest in the fund through a financial representative, you should contact your financial representative to request an exchange into the same class of another Credit Suisse Fund. A sales charge differential may apply. Be sure to read the current Prospectus for the new fund.

 

The fund reserves the right to:

 

·           reject any purchase order made by means of an exchange from another fund

 

·           change or discontinue its exchange privilege after 60 days’ notice to current investors

 

·           temporarily suspend the exchange privilege during unusual market conditions

 

If the fund rejects an exchange purchase, your request to redeem shares out of another Credit Suisse Fund will be processed. Your redemption request will be priced at the next computed NAV.

 

·                   REDEMPTION FEE

 

Subject to the exceptions described below, the fund imposes a 2.00% redemption fee (short-term trading fee) on all shares redeemed or exchanged within 30 days from the date of purchase. This fee is calculated based on the shares’ aggregate net asset value on the date of redemption or exchange and deducted from the redemption proceeds. The fee is paid to the fund to offset costs associated with short-term shareholder trading. For purposes of computing the redemption fee, any shares purchased through reinvestment of dividends or distributions will be redeemed first without charging the fee, followed by the shares held longest.

 

The redemption fee is not applicable to the following types of redemptions:

 

·                   redemptions pursuant to automatic monthly, quarterly, semi-annual or annual withdrawals of $250 or more

·                   minimum required distributions from retirement plan accounts for shareholders 701/2 and older. The maximum amount subject to this waiver is based only upon the shareholder’s retirement accounts in Credit Suisse Funds

·                   hardship withdrawals, upon receipt of appropriate documentation

·                   redemptions upon the death or disability of the shareholder, plan participant or beneficiary. “Disability” means a total disability as evidenced by a determination by the U.S. Social Security Administration

·                   returns of an excess contribution or deferral amount, pursuant to Sections 408(d)(4) or (5), 401(k)(8), 402(g)(2), or 401(m)(6) of the Code

·                   involuntary redemptions resulting from a shareholder’s failure to maintain a minimum investment in the fund

·                   redemptions and exchanges effected by other mutual funds holding shares of the fund

·                   otherwise as Credit Suisse or the fund may determine in their sole discretion

 

The fund may grant exemptions from the redemption fee where the fund has previously received assurances (that it in its discretion deems to be appropriate in the circumstances) that transactions to be entered into by any account will not involve market timing activity. Types of accounts that may be considered for this exemption include asset allocation programs that offer automatic rebalancing; wrap-fee accounts, or similar types of accounts or programs; and certain types of 401(k) or other retirement accounts that provide default investment options.

 

As noted above, the redemption fee is applicable to fund shares purchased through a financial intermediary. In these circumstances, the fund relies on the financial intermediary to assess the fee. Financial intermediaries that maintain omnibus accounts with the fund may calculate redemption fees differently from the fund. If you are investing in fund shares through an intermediary, you should contact the intermediary for more information on any differences in how the redemption fee may be applied to your investment in the fund.

 

The fund may not be able to impose and/or collect the redemption fee on redemptions or exchanges by shareholders who invest through financial intermediaries that currently do not have the ability to assess or collect the redemption fee. The fund may continue to make its shares available through such financial intermediaries. The fund also may make its shares available through financial intermediaries that implement their own policies and procedures to detect and prevent market timing, which policies do not provide for the assessment of a redemption fee.

 

26


 

Due to these limitations on the assessment of the redemption fee, the fund’s use of redemption fees may not fully eliminate excessive short-term trading in fund shares or insulate long-term shareholders from associated costs or other dilution of the value of fund shares.

 

For more information regarding buying, selling or exchanging shares, contact your financial representative or call the fund at 877-870-2874.

 

27

 

 


 

BUYING SHARES

 

The table below is only applicable to purchases of shares directly from the fund.

 

OPENING AN ACCOUNT

 

ADDING TO AN ACCOUNT

 

 

 

BY CHECK

 

 

 

 

 

·               Complete the New Account Application .

·               For IRAs use the Universal IRA Application . (Class A and Class C only)

·               Make your check payable to Credit Suisse Funds.

·               Write the fund name on the check.

·               Mail to Credit Suisse Funds.

 

·   Make your check payable to Credit Suisse Funds.

·   Write the account number and the fund name on your check.

·   Mail to Credit Suisse Funds.

·   Minimum amount is $100 for Class A and Class C shares.

·   Minimum amount is $100,000 for Class I shares.

 

 

 

BY EXCHANGE

 

 

 

 

 

·               Call our Shareholder Service Center to request an exchange from another Credit Suisse Fund. Be sure to read the current Prospectus for the new fund. Also please observe the minimum initial investment.

·               If you do not have telephone privileges, mail or fax a letter of instruction signed by all shareholders.

 

·   Call our Shareholder Service Center to request an exchange from another Credit Suisse Fund.

·   Minimum amount is $250 for Class A and Class C shares.

·   If you do not have telephone privileges, mail or fax a letter of instruction signed by all shareholders.

·   Minimum amount is $100,000 for Class I shares.

 

 

 

BY WIRE

 

 

 

 

 

·               Complete and sign the New Account Application .

·               Call our Shareholder Service Center and fax the signed New Account Application by 4 p.m. eastern time.

·               The Shareholder Service Center will telephone you with your account number. Please be sure to specify your name, the account number and the fund name on your wire advice.

·               Wire your initial investment for receipt that day.

 

·   Call our Shareholder Service Center by 4 p.m. eastern time to inform us of the incoming wire. Please be sure to specify your name, the account number and the fund name on your wire advice.

·   Wire the money for receipt that day.

·   Minimum amount is $500 for Class A and Class C shares.

·   Minimum amount is $100,000 for Class I shares.

·               Mail the original, signed application to Credit Suisse Funds.

 

 

 

THIS METHOD IS NOT AVAILABLE FOR IRAS.

 

 

 

 

 

BY AUTOMATED CLEARING HOUSE (ACH) TRANSFER

 

 

 

 

 

·   Cannot be used to open an account.

 

·   Call our Shareholder Service Center to request an ACH transfer from your bank.

·   Your purchase will be effective at the next NAV calculated after we receive your order in proper form.

·   Minimum amount is $50 for Class A and Class C shares.

·   Requires ACH on Demand privileges.

·   Minimum amount is $100,000 for Class I shares.

 

877-870-2874

MONDAY—FRIDAY, 8:30 A.M.—6 P.M. ET

 

28


 

SELLING SHARES

 

The table below is only applicable to redemptions of shares directly from the fund.

 

SELLING SOME OR ALL OF YOUR SHARES

 

CAN BE USED FOR

 

 

 

BY MAIL

 

 

 

 

 

Write us a letter of instruction that includes:

·               your name(s) and signature(s)

·               the fund name and account number

·               the dollar amount you want to sell

·               how to send the proceeds

Obtain a signature guarantee or other documentation, if required (see “Selling Shares in Writing”). Mail the materials to Credit Suisse Funds. If only a letter of instruction is required, you can fax it to the Shareholder Service Center (unless a signature guarantee is required).

 

· Accounts of any type.

· Sales of any amount.

For IRAs please use the IRA Distribution Request Form .

 

 

 

 

BY EXCHANGE

 

 

 

 

 

·               Call our Shareholder Service Center to request an exchange into another Credit Suisse Fund. Be sure to read the current Prospectus for the new fund. Also please observe the minimum initial investment.

 

· Accounts with telephone privileges.

If you do not have telephone privileges, mail or fax a letter of instruction to exchange shares.

 

 

 

BY PHONE

 

 

 

 

 

Call our Institutional Services Center to request a redemption. You can receive the proceeds as:

·               a check mailed to the address of record ($100 minimum)

·               an ACH transfer to your bank ($50 minimum)

·               a wire to your bank ($500 minimum)

See “By Wire or ACH Transfer” for details .

 

· Accounts with telephone privileges.

 

 

 

BY WIRE OR ACH TRANSFER

 

 

 

 

 

·               Complete the “Wire Instructions” or “ACH on Demand” section of your New Account Application .

·               For federal-funds wires , proceeds will be wired on the next business day. For ACH transfers, proceeds will be delivered within two business days.

 

· Accounts with wire-redemption or ACH on Demand privileges.

· Requests by phone or mail.

 

29


 

HOW TO REACH THE FUND

 

Shareholder Service Center

Toll free: 877-870-2874

Fax: 888-606-8252

 

Mail:

Credit Suisse Funds

P.O. Box 55030

Boston, MA 02205-5030

 

Overnight/Courier Service:

Boston Financial Data Services, Inc.

Attn: Credit Suisse Funds

30 Dan Road

Canton, MA 02021-2809

 

Internet Web Site:

us-fund.credit-suisse.com

 

WIRE INSTRUCTIONS

 

State Street Bank and Trust Company

ABA# 0110 000 28

Attn: Mutual Funds/Custody Dept.

[Credit Suisse Fund Name]

DDA# 9904-649-2

F/F/C: [Account Number and

Account registration]

 

·       SELLING SHARES IN WRITING

 

If you are invested directly through the fund, some circumstances require a written sell order to process a redemption request, along with a signature guarantee. These include:

 

·    accounts whose address of record has been changed within the past 30 days

·    redemptions in certain large accounts (other than by exchange)

·     requests to send the proceeds to a different payee or address than on record

 

A signature guarantee helps protect against fraud. You can obtain one from most banks or securities dealers, but not from a notary public. If required, the signature guarantee must be a STAMP 2000 Medallion guarantee and be made by an eligible guarantor institution as defined by the fund’s transfer agent in accordance with its signature guarantee procedures. Guarantees using previous technology medallions will not be accepted. Further information can be obtained by calling us at the shareholder services toll-free number.

 

·       RECENTLY PURCHASED SHARES

 

For shares purchased directly from the fund other than by bank wire, bank check, U.S. Treasury check, certified check or money order, the fund will delay payment of your cash redemption proceeds until the check or other purchase payment clears, which generally takes up to 10 calendar days from the day of purchase. At any time during this period, you may exchange into another Credit Suisse fund. A redemption fee of 2.00% will be charged on the exchange.

 

30


 

·       LOW-BALANCE ACCOUNTS

 

If you hold shares through an account with the fund and your account balance falls below the minimum required to If you hold shares through an account with the fund and your account balance falls below the minimum required to keep it open due to redemptions or exchanges, the fund may ask you to increase your balance. If it is still below the minimum after 60 days, the fund may close your account and mail you the proceeds. The minimum account balance requirements are as follows:

 

MINIMUM TO KEEP AN ACCOUNT OPEN WITH THE FUND

 

Class A and Class C

 

 

 

 

 

 

 

Regular account:

 

$

2,000

 

 

 

 

 

IRAs:

 

$

250

 

 

 

 

 

Transfers/Gifts to Minors:

 

$

250

 

 

 

 

 

Class I

 

 

 

 

 

All types of accounts:

 

$100,000

 

 

 

(or $50,000 for employees of Credit Suisse or its affiliates across all Credit Suisse Funds)

 

 

The fund reserves the right to modify or waive this requirement. If the fund increases the minimum amount required to keep an account open, it will give current shareholders 15 days’ notice of any increase. The fund also reserves the right, if it raises the minimum account balance requirement, to close your account if your account does not meet the new minimum and mail you the proceeds, after providing you with 60 days’ notice as described above.

 

877-870-2874

MONDAY—FRIDAY, 8:30 A.M.—6 P.M. ET

 

31


 

SHAREHOLDER SERVICES

 

·       AUTOMATIC SERVICES

 

Buying or selling shares automatically is easy with the services described below. You can set up or change most of these services by calling your financial representative, or if you invest directly through the fund, by calling the Shareholder Service Center.

 

AUTOMATIC MONTHLY INVESTMENT PLAN

 

For making automatic investments ($50 minimum) from a designated bank account.

 

AUTOMATIC WITHDRAWAL PLAN

 

For making automatic monthly, quarterly, semi-annual or annual withdrawals of $250 or more.

 

DISTRIBUTION SWEEP

 

For accounts maintained directly with the fund: for automatically reinvesting your dividend and capital gain distributions into another identically registered Credit Suisse Fund. Not available for IRAs.

 

·       RETIREMENT PLANS

 

Credit Suisse offers a range of tax-advantaged retirement accounts, including:

 

·         Traditional IRAs

·         Roth IRAs

·         Spousal IRAs

·         Rollover IRAs

·         SEP IRAs

 

To transfer your IRA to Credit Suisse, use the IRA Transfer/Direct Rollover Form. If you are opening a new IRA, you will also need to complete the Universal IRA Application. Please consult your tax professional concerning your IRA eligibility and tax situation.

 

·       TRANSFERS/GIFTS TO MINORS

 

Depending on state laws, you can set up a custodial account under the Uniform Transfers to Minors Act (UTMA) or the Uniform Gifts to Minors Act (UGMA). Please consult your tax professional about these types of accounts.

 

·       ACCOUNT CHANGES

 

Call the Shareholder Service Center to update your account records whenever you change your address.  The Shareholder Service Center can also help you change your account information or privileges.

 

32


 

OTHER POLICIES

 

·       TRANSACTION DETAILS

 

You are entitled to capital-gain and earned-dividend distributions as soon as your purchase order is executed.

 

If you are purchasing shares directly from the fund, your purchase order will be canceled if you place a telephone order by 4 p.m. eastern time and the fund does not receive your wire that day. Your purchase order will be canceled and you may be liable for losses or fees incurred by the fund if your investment check or ACH transfer does not clear. Your bank or other financial-services firm may charge a fee to send or receive wire transfers.

 

For purchases directly from the fund, if you wire money to the fund without first calling our Shareholder Service Center to place an order, and your wire arrives after the close of regular trading on the NYSE, then your order will not be executed until the end of the next business day. In the meantime, your payment will be held uninvested. Your bank or other financial representative may charge a fee to send or receive wire transfers.

 

While the fund monitors telephone-servicing resources carefully, during periods of significant economic or market change it may be difficult to place orders with the fund by telephone.

 

Uncashed redemption or distribution checks do not earn interest.

 

·       FREQUENT PURCHASES AND SALES OF FUND SHARES

 

Frequent purchases and redemptions of fund shares present risks to the fund’s long-term shareholders. These risks include the potential for dilution in the value of fund shares; interference with the efficient management of the fund’s 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 fund’s investment objective; losses on the sale of investments resulting from the need to sell portfolio securities at less favorable prices; increased taxable gains to the fund’s remaining shareholders resulting from the need to sell securities to meet redemption requests; and increased brokerage and administrative costs. These risks may be greater for funds 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 fund portfolio holdings (e.g., “time zone arbitrage”).

 

The fund will take steps to detect and eliminate excessive trading in fund shares, pursuant to the fund’s policies as described in this Prospectus and approved by the Board of Trustees. The fund defines excessive trading or “market timing” as two round trips (purchase and redemption of comparable assets) by an investor within 60 days. An account 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. In determining whether the account has engaged in market timing, the fund considers the historical trading activity of the account making the trade, as well as the potential impact of any specific transaction on the Credit Suisse Funds and their shareholders. The fund’s distributor enters into agreements with financial intermediaries that require such financial intermediaries to provide certain information to help detect frequent trading activity by their clients or customers and to eliminate frequent trading by these clients and customers.  However, the fund may not always be able to detect frequent trading activity by clients and customers of financial intermediaries if such clients or customers invest in the fund through their financial intermediary’s omnibus account with the fund.  By their nature, omnibus accounts, in which purchases and sales of fund shares by multiple investors are aggregated for presentation to the fund on a net basis, conceal the identity of the individual investors from the fund.

 

In addition, the fund imposes a 2.00% redemption fee (short-term trading fee) on all shares that are redeemed or exchanged within 30 days from the date of purchase. See “Buying and Selling Shares — Redemption Fee.” The fee is paid to the fund to offset costs associated with short-term shareholder trading. The Board of Trustees approved the redemption fee to limit the disruptive effects on the portfolio management of the fund that result from “market timing” of the fund’s shares.

 

The fund reserves the right to reject a purchase or exchange purchase order for any reason with or without prior notice to the investor. In particular, the fund reserves the right to reject a purchase or exchange order from any investor or intermediary that the fund has reason to think could be a frequent trader, whether or not the trading pattern meets the criteria for “market timing” above and whether or not that investor or intermediary is currently a

 

33


 

shareholder in any of the Credit Suisse Funds.

 

The fund has also adopted fair valuation policies to protect the fund 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 Fund — Share Valuation.”

 

There can be no assurance that these policies and procedures will be effective in limiting excessive trading in all cases. Also, shareholders who invest through omnibus accounts may be subject to the policies and procedures of their financial intermediaries with respect to excessive trading of fund shares, which may define market timing differently than the fund does and have different consequences associated with it.

 

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

 

SPECIAL SITUATIONS

 

The fund reserves the right to:

 

·                  charge a wire-redemption fee

·                  make a “redemption in kind” — payment in portfolio securities rather than cash — for certain large redemption amounts that could hurt fund operations

·                  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)

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

 

34


 

OTHER SHAREHOLDER INFORMATION

 

·       CLASS A AND C SHARES AND SALES CHARGES

 

Class A and C shares are identical except in two important ways: (1) each class bears different distribution and service fees and sales charges and (2) each class has different exchange privileges. Class A and Class C shareholders have exclusive voting rights relating to their respective class’s 12b-1 Plan.

 

·       CLASS A SHARES

 

OFFERING PRICE

 

The offering price for Class A shares is NAV plus the applicable sales charge (unless you are entitled to a waiver):

 

INITIAL SALES CHARGE — CLASS A

 

 

 

 

 

 

 

Commission to

 

 

 

As a % of

 

As a % of

 

Financial Representative

 

Amount Purchased

 

Amount Invested

 

Offering Price

 

as a % of Offering Price

 

Less than $50,000

 

4.99

%

4.75

%

4.25

%

$50,000 to less than $100,000

 

4.71

%

4.50

%

4.00

%

$100,000 to less than $250,000

 

3.63

%

3.50

%

3.25

%

$250,000 to less than $500,000

 

2.56

%

2.50

%

2.25

%

$500,000 to less than $1,000,000

 

2.04

%

2.00

%

1.75

%

$1,000,000 or more

 

0

*

0

 

0.50

%**

 


*          On purchases of $1,000,000 or more, there is no initial sales charge although there could be a Limited CDSC (as described below under “Class A Limited CDSC” below).

 

**   The distributor may pay a financial representative a fee as follows: up to 0.50% on purchases up to and including $10 million, up to 0.25% on the next $40 million, and up to 0.125% on purchase amounts over $50 million.

 

The reduced sales charges shown above apply to the total amount of purchases of Class A shares of the fund made at one time by any “purchaser.” The term “purchaser” includes:

 

1.                    Individuals and Members of Their Immediate Families: an individual, the individual’s spouse or her domestic partner, and his or her children and parents (each, an “immediate family member”), including any Individual Retirement Account (IRA) of the individual or an immediate family member;

 

2.                    Controlled Companies: any company controlled by the individual and/or an immediate family member (a person, entity or group that holds 25% or more of the outstanding voting securities of a company will be deemed to control the company, and a partnership will be deemed to be controlled by each of its general partners);

 

3.                    Related Trusts: a trust created by the individual and/or an immediate family member, the beneficiaries of which are the individual and/or an immediate family member; and

 

4.                    UGMA Accounts: a Uniform Gifts to Minors Act/Uniform Transfers to Minors Act account created by the individual and or an immediate family member.

 

If you qualify for reduced sales charges based on purchases you are making at the same time in more than one type of account listed above, you must notify your financial representative at the time of purchase and request that your financial representative notify the fund’s transfer agent or distributor. For more information, contact your financial representative.

 

All accounts held by any “purchaser” will be combined for purposes of qualifying for reduced sales charges under the Letter of Intent, Right of Accumulation and Concurrent Purchases privileges, which are discussed in more detail below. Your financial representative may not know about all your accounts that own shares of the Credit Suisse Funds. In order to determine whether you qualify for a reduced sales charge on your current purchase, you must notify your financial representative of any other investments that you or your related accounts have in the Credit

 

35


 

Suisse Funds, such as shares held in an IRA, shares held by a member of your immediate family or shares held in an account at a broker-dealer or financial intermediary other than the financial representative handling your current purchase. For more information about qualifying for reduced sales charges, consult your financial intermediary, which may require that you provide documentation concerning related account.

 

From time to time, the distributor may re-allow the full amount of the sales charge to financial representatives as a commission for sales of such shares. They also receive a service fee at an annual rate equal to .25% of the average daily net assets represented by the Class A shares they are servicing.

 

THE INITIAL SALES CHARGE IS WAIVED FOR THE FOLLOWING SHAREHOLDERS OR TRANSACTIONS:

 

1.                    investment advisory clients of Credit Suisse;

 

2.                    officers, current and former directors of the fund, current and former directors or trustees of other investment companies managed by Credit Suisse or its affiliates, officers, directors and full-time employees of the Credit Suisse affiliates; or the spouse, siblings, children, parents, or grandparents of any such person or any such person’s spouse (collectively, “relatives”), or any trust or IRA or self-employed retirement plan for the benefit of any such person or relative; or the estate of any such person or relative, if such sales are made for investment purposes (such shares may not be sold except to the fund);

 

3.                    an agent or broker of a dealer that has a sales agreement with the distributor, for his or her own account or an account of a relative of any such person, or any trust or IRA or self-employed retirement plan for the benefit of any such person or relative (such shares may not be resold except to the fund);

 

4.                    shares purchased by (a) RIAs on behalf of fee-based accounts or by (b) broker-dealers that have sales agreements with the fund and for which shares have been purchased on behalf of wrap fee client accounts and for which such RIAs or broker-dealers perform advisory, custodial, record keeping or other services;

 

5.                    shares purchased for 401(k) Plans, 403(b) Plans, 457 Plans, employee benefit plans sponsored by an employer and pension plans;

 

6.                    Class A shares acquired when dividends and distributions are reinvested in the fund; and

 

7.                    Class A shares offered to any other investment company to effect the combination of such company with the fund by merger, acquisition of assets or otherwise.

 

If you qualify for a waiver of the sales charge, you must notify your financial representative at the time of purchase and request that your financial representative notify the fund’s transfer agent or distributor. For more information, contact your financial representative.

 

REDUCED INITIAL SALES CHARGES ARE AVAILABLE IF YOU QUALIFY UNDER ONE OF THE FOLLOWING PRIVILEGES:

 

Letter of Intent.   You can use a letter of intent to qualify for reduced sales charges if you plan to invest at least $50,000 (excluding any reinvestment of dividends and capital gains distributions) in Class A shares of the fund during the next 13 months (based on the public offering price of shares purchased). A letter of intent is a letter you sign under which the fund agrees to impose a reduced sales charge based on your representation that you intend to purchase at least $50,000 of Class A shares of the fund. You must invest at least $1,000 when you submit a Letter of Intent, and you may include purchases of fund shares made up to 90 days before the receipt of the Letter. Letters of Intent may be obtained by contacting your financial representative and should be submitted to the fund’s distributor or transfer agent. The 13-month period during which the Letter is in effect will begin on the date of the earliest purchase to be included. Completing a Letter of Intent does not obligate you to purchase additional shares, but if you do not buy enough shares to qualify for the projected level of sales charges by the end of the 13-month period (or when you sell your shares, if earlier), your sales charges will be recalculated to reflect the actual amount of your purchases. You must pay the additional sales charge within 30 days after you are notified or the additional sales charge will be deducted from your account.

 

Right of Accumulation.  You may be eligible for reduced sales charges based upon the current net asset value of shares you own in the fund or other Credit Suisse Funds. The sales charge on each purchase of fund shares is determined by adding the current NAV of all the classes of shares the investor currently holds to the amount of fund shares being purchased. The Right of Accumulation is illustrated by the following example: If an investor holds shares in any Credit Suisse Fund currently valued in the amount of $50,000, a current purchase of $50,000 will qualify for a reduced sales charge (i.e., the sales charge on a $100,000 purchase).

 

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The reduced sales charge is applicable only to current purchases. Your financial representative must notify the transfer agent or the distributor that the account is eligible for the Right of Accumulation.

 

Concurrent Purchases.   You may be eligible for reduced sales charges based on concurrent purchases of any class of shares purchased in any Credit Suisse Fund. For example, if the investor concurrently invests $25,000 in one fund and $25,000 in another, the sales charge on both funds would be reduced to reflect a $50,000 purchase. Your financial representative must notify the transfer agent or the distributor prior to your purchase that you are exercising the Concurrent Purchases privilege.

 

Reinstatement Privilege.   The Reinstatement Privilege permits shareholders to reinvest the proceeds of a redemption of the fund’s Class A shares within 30 days from the date of redemption in Class A shares of the fund or another Credit Suisse Fund without an initial sales charge. Your financial representative must notify the transfer agent or the distributor prior to your purchase in order to exercise the Reinstatement Privilege. In addition, a Limited CDSC paid to the distributor may be credited with the amount of the Limited CDSC in shares of the Credit Suisse Fund at the current NAV if a shareholder reinstates his fund account holdings within 30 days from the date of redemption.

 

Class A Limited CDSC.  A Limited Contingent Deferred Sales Charge (“Limited CDSC”) will be imposed by the fund upon redemptions of Class A shares (or shares into which such Class A shares are exchanged) made within 12 months of purchase, if such purchases were made at net asset value on a purchase of $1,000,000 or more and the distributor paid a commission to the financial representative.

 

The Limited CDSC also applies to redemptions of shares of other funds into which such Class A shares are exchanged. Any Limited CDSC charged on a redemption of exchanged-for fund shares is computed in the manner set forth in the exchanged-for fund’s Prospectus . You will not have to pay a Limited CDSC when you redeem fund shares that you purchased in exchange-for shares of another fund, if you paid a sales charge when you purchased that other fund’s shares.

 

The Limited CDSC will be paid to the distributor and will be equal to the lesser of 1% of:

 

·                   the NAV at the time of purchase of the Class A shares being redeemed; or

·                   the NAV of such Class A shares at the time of redemption.

 

For purposes of this formula, the “NAV at the time of purchase” will be the NAV at the time of purchase of such Class A shares, even if those shares are later exchanged. In the event of an exchange of such Class A shares, the “NAV of such shares at the time of redemption” will be the NAV of the shares into which the Class A shares have been exchanged. The Limited CDSC on Class A shares will be waived on redemptions made pursuant to the fund’s automatic withdrawal plan pursuant to which up to 1% monthly or 3% quarterly of an account (excluding dividend reinvestments) may be withdrawn, provided that no more than 12% of the total market value of an account may be withdrawn over any 12-month period. Shareholders who elect automatic withdrawals on a semi-annual or annual basis are not eligible for the waiver.

 

·       CLASS C SHARES

 

You may choose to purchase Class C shares at the fund’s net asset value, although such shares will be subject to a 1% CDSC if you redeem your shares within 1 year. If you exchange your shares for Class C shares of another Credit Suisse Fund, the CDSC is computed in the manner set forth in the exchanged-for fund’s prospectus. The 1-year period for the CDSC begins with the date of your original purchase, not the date of the exchange for the other Class C shares. The 1% CDSC on Class C shares will be assessed in an amount equal to the lesser of the then-current NAV or the original purchase price of the shares identified for redemption. Each time you place a request to redeem shares, the fund will first redeem any shares in your account that are not subject to a deferred sales charge and then the shares in your account that you have held the longest. Class C shares are not convertible to Class A shares and are subject to a distribution fee of 1.00% of average daily net assets.

 

Financial representatives selling Class C shares receive a commission of up to 1.00% of the purchase price of the Class C shares they sell. Also, beginning on the first anniversary of the date of purchase, they receive an annual fee of up to 1.00% of the average daily net assets represented by the Class C shares held by their clients.

 

The CDSC on Class C shares will be waived for the following shareholders or transactions:

 

(1)           shares received pursuant to the exchange privilege that are currently exempt from a CDSC;

 

(2)           redemptions as a result of shareholder death or disability (as defined in the Internal Revenue Code of 1986, as

 

37


 

amended);

 

(3)           redemptions made pursuant to the fund’s automatic withdrawal plan, pursuant to which up to 1% monthly or 3% quarterly of an account (excluding dividend reinvestments) may be withdrawn, provided that no more than 12% of the total market value of an account may be withdrawn over any 12 month period. Shareholders who elect automatic withdrawals on a semi-annual or annual basis are not eligible for the waiver;

 

(4)           redemptions related to required minimum distributions from retirement plans or accounts at age 70 1 / 2 , which are required without penalty pursuant to the Internal Revenue Code; and

 

(5)           Class C shares acquired when dividends and distributions are reinvested in the fund.

 

Redemptions effected by the fund pursuant to its right to liquidate a shareholder’s account that is below the minimum to keep an account open will not be subject to the CDSC.

 

Reinstatement Privilege.   If you redeemed Class C shares of a Credit Suisse Fund in the past 30 days and paid a deferred sales charge, you may buy Class C shares of the fund or of another Credit Suisse Fund at the current NAV and be credited with the amount of the deferred sales charges in shares of the Credit Suisse Fund, if the distributor or the transfer agent is notified.

 

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OTHER INFORMATION

 

·       ABOUT THE DISTRIBUTOR

 

Credit Suisse Securities (USA) LLC (CSSU), an affiliate of Credit Suisse, is responsible for making the fund available to you.  In addition, with respect to shareholders who have invested through an account with the fund, CSSU is responsible for account service and maintenance and other administrative services related to the sale of the shares.

 

The fund has adopted 12b-1 Plans for Class A and C shares pursuant to the rules under the Investment Company Act of 1940. These plans allow the fund to pay distribution and service fees for the sale and servicing of Classes A and C of the fund’s shares. Under the plans, the distributor is paid 0.25% and 1.00% of the average daily net assets of the fund’s Class A and C shares, respectively. Since these fees are out of the fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment. These fees may cost you more than paying other types of sales charges.

 

Distribution and service fees on Class A and C shares are used to pay the distributor to promote the sale of shares and the servicing of accounts of the fund. The distributor also receives sales charges as compensation for its expenses in selling shares, including the payment of compensation to financial representatives.

 

The expenses incurred by the distributor under the 12b-1 Plans for Class A and C shares include the preparation, printing and distribution of prospectuses, sales brochures and other promotional materials sent to prospective shareholders. They also include purchasing radio, television, newspaper and other advertising and compensating the distributor’s employees or employees of the distributor’s affiliates for their distribution assistance.

 

The distributor may make payments for distribution and/or shareholder servicing activities out of its past profits and other available sources. The distributor may also make payments for marketing, promotional or related expenses to dealers. The amount of these payments is determined by the distributor and may be substantial. Credit Suisse or an affiliate may make similar payments under similar arrangements. For further information on the distributor’s payments for distribution and shareholder servicing, see “Management of the Fund - Distribution and Shareholder Servicing” in the SAI .

 

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FOR MORE INFORMATION

 

More information about the fund is available free upon request, including the following:

 

·       ANNUAL/SEMIANNUAL REPORTS TO SHAREHOLDERS

 

Includes financial statements, portfolio investments and detailed performance information.

 

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

 

·       OTHER INFORMATION

 

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

 

You may visit the SEC’s Internet Web site (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 20549-0102 or electronically at publicinfo@sec.gov.

 

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

 

BY TELEPHONE:
877-870-2874

 

BY FACSIMILE:
888-606-8252

 

BY MAIL:
Credit Suisse Funds
P.O. Box 55030
Boston, MA 02205-5030

 

By Overnight or Courier Service:
BOSTON FINANCIAL DATA SERVICES, INC.
ATTN: CREDIT SUISSE FUNDS
30 Dan Road

Canton, MA 02021-2809

 

ON THE INTERNET:
us-fund.credit-suisse.com

 

The fund’s SAI and Annual and Semiannual Reports are available on Credit Suisse’s website, us-fund.credit-suisse.com.

 

SEC file number:

Credit Suisse Opportunity Funds

Credit Suisse Strategic Income Fund              811-09054

 

P.O. BOX 55030, BOSTON, MA 02205-5030

877-870-2874 • US-FUND.CREDIT-SUISSE.COM

 

CREDIT SUISSE SECURITIES (USA) LLC, DISTRIBUTOR. [Code]

 

40


 

The information in this Statement of Additional Information is not complete and may be changed. A Registration Statement relating to these securities has been filed with the Securities and Exchange Commission. The securities described herein may not be sold until the Registration Statement becomes effective. This Statement of Additional Information is not an offer to sell or the solicitation of an offer to buy securities and is not soliciting an offer to buy these securities in any state in which the offer, solicitation or sale would be unlawful.

 

Subject to Completion, Dated July 5, 2012

 

STATEMENT OF ADDITIONAL INFORMATION

 

[               ], 2012

 

CREDIT SUISSE STRATEGIC INCOME FUND

 

 

 

Ticker Symbol

 

Class A

 

[          ]

 

Class C

 

[          ]

 

Class I

 

[          ]

 

 

This Statement of Additional Information provides information about the Credit Suisse Strategic Income Fund (the “Fund”), that supplements information contained in the Prospectus for the Fund, dated [               ], 2012, as amended or supplemented from time to time (the “ Prospectus ”).

 

This Statement of Additional Information is not a prospectus and should be read in conjunction with the Prospectus .  Copies of the Prospectus can be obtained by writing or telephoning:

 

Credit Suisse Funds

P.O. Box 55030

Boston, MA 02205-5030

877 -870-2874

 

The Fund is a series of Credit Suisse Opportunity Funds (the “Trust”).

 


 

TABLE OF CONTENTS

 

i

 


 

INVESTMENT OBJECTIVES AND POLICIES

 

The following information supplements the discussion of the Fund’s investment objective and policies in the Prospectus .  There are no assurances that the Fund will achieve its investment objective.

 

The investment objective of the Fund is to seek total return.

 

Investment Policies

 

Set forth below is additional information on the Fund’s investment policies and strategies.  Unless otherwise indicated, the Fund is permitted, but not obligated, to engage in the following investment strategies, subject to any percentage limitations set forth below.  The Fund does not represent that these techniques are available now or will be available in the future.

 

Fixed Income Securities. The Fund may invest in debt securities, including corporate obligations issued by domestic and foreign corporations and governments and money market instruments, without regard to the maturities of such securities.

 

Fixed income securities are broadly characterized as those that provide for periodic payments to the holder of the security at a stated rate. Most fixed income securities, such as bonds, represent indebtedness of the issuer and provide for repayment of principal at a stated time in the future. Others do not provide for repayment of a principal amount, although they may represent a priority over common stockholders in the event of the issuer’s liquidation. Many fixed income securities are subject to scheduled retirement, or may be retired or “called” by the issuer prior to their maturity dates. The interest rate on certain fixed income securities, known as “variable rate obligations,” is determined by reference to or is a percentage of an objective standard, such as a bank’s prime rate, the 90-day Treasury bill rate, or the rate of return on commercial paper or bank certificates of deposit, and is periodically adjusted. Certain variable rate obligations may have a demand feature entitling the holder to resell the securities at a predetermined amount. The interest rate on certain fixed income securities, called “floating rate instruments,” changes whenever there is a change in a designated base rate.

 

The market values of fixed income securities tend to vary inversely with the level of interest rates. When interest rates rise, their values will tend to decline; when interest rates decline, their values generally will tend to rise. The potential for capital appreciation with respect to variable rate obligations or floating rate instruments will be less than with respect to fixed-rate obligations. Long-term instruments are generally more sensitive to these changes than short-term instruments. The market value of fixed income securities and therefore their yield are also affected by the perceived ability of the issuer to make timely payments of principal and interest.

 

The fixed income securities in which the Fund invests primarily may be investment grade or below investment grade.

 

“Investment grade” is a designation applied to intermediate and long-term corporate debt securities rated within the highest four rating categories assigned by Standard & Poor’s, a subsidiary of The McGraw-Hill Companies, Inc. (“S&P”) (AAA, AA, A or BBB, including the + or — designations) or by Moody’s Investors Service, Inc. (“Moody’s”) (Aaa, Aa, A or Baa, including any numerical designations), or, if unrated, considered by Credit Suisse Asset Management, LLC, the Fund’s investment adviser (“Credit Suisse”) or Credit Suisse Asset Management Limited, the Fund’s sub-adviser (“Credit Suisse UK” and together with Credit Suisse, the “Adviser”) to be of comparable quality. The ability of the issuer of an investment grade debt security to pay interest and to repay principal is considered to vary from extremely strong (for the highest ratings) through adequate (for the lowest ratings given above), although the lower-rated investment grade securities may be viewed as having speculative elements as well.

 

Those debt securities rated “BBB” or “Baa,” while considered to be “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. As a consequence of the foregoing, the opportunities for income and gain may be limited.

 

Below Investment Grade Securities.  The Fund may invest in fixed income securities rated below investment grade and in comparable unrated securities.  Investment in such securities involves substantial risk.  Below investment grade and comparable unrated securities (commonly referred to as “junk bonds” or “high yield securities”) (i) will likely have some quality and protective characteristics that, in the judgment of the rating organization, 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.  The market values of certain of these securities also tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-quality securities.  Issuers of such securities are

 

1


 

often highly leveraged and may not have more traditional methods of financing available to them so that their ability to service their debt obligations during an economic downturn or during sustained periods of rising interest rates may be impaired.  Investors should be aware that ratings are relative and subjective and are not absolute standards of quality.

 

To the extent a secondary trading market for below investment grade 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 Fund’s ability to dispose of particular issues when necessary to meet the Fund’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 Fund to obtain accurate market quotations for purposes of valuing the Fund and calculating its net asset value.

 

The market value of securities rated below investment grade is more volatile than that of investment grade securities.  Factors adversely impacting the market value of these securities will adversely impact the Fund’s net asset value.  The Fund will rely on the judgment, analysis and experience of the Adviser in evaluating the creditworthiness of an issuer.  In this evaluation, 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.  The Fund 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.

 

See Appendix B for a further description of securities ratings.

 

Mezzanine Investments. The Fund may invest in certain high yield securities known as mezzanine investments, which are subordinated debt securities that are generally issued in private placements in connection with an equity security ( e.g. , with attached warrants). Such mezzanine investments may be issued with or without registration rights. Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected average life is significantly shorter at three to five years. Mezzanine investments are usually unsecured and subordinate to other obligations of the issuer.

 

Senior Loans.  Senior secured floating rate loans (“Senior Loans”) are loans and loan participations (collectively, “Loans”) that are senior secured floating rate Loans.  Senior Loans are made to corporations and other non-governmental entities and issuers.  Senior Loans typically hold the most senior position in the capital structure of the issuing entity, are typically secured with specific collateral and typically have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debt holders and stockholders of the borrower.  The proceeds of Senior Loans primarily are used to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, dividends, and, to a lesser extent, to finance internal growth and for other corporate purposes.  Senior Loans typically have rates of interest that are determined daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium or credit spread.  Base lending rates in common usage today are primarily the London Interbank Offered Rate (“LIBOR”), and secondarily the prime rate offered by one or more major U.S. banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.

 

The risks associated with Senior Loans of below investment grade quality are similar to the risks of bonds rated below investment grade, although Senior Loans are typically senior and secured in contrast to bonds rated below investment grade, which are generally subordinated and unsecured.  Senior Loans’ higher standing has historically resulted in generally higher recoveries in the event of a corporate reorganization.  In addition, because their interest payments are adjusted for changes in short-term interest rates, investments in Senior Loans generally have less interest rate risk than below-investment-grade rated bonds.  [The Fund’s investments in Senior Loans are expected to typically be below investment grade, which are considered speculative because of the credit risk of their issuers.  Such companies are more likely to default on their payments of interest and principal owed to the Fund, and such defaults could reduce the Fund’s net asset value and income distributions.  An economic downturn generally leads to a higher non-payment rate, and a debt obligation may lose significant value before a default occurs.  Moreover, any specific collateral used to secure a Loan may decline in value or become illiquid, which would adversely affect the Loan’s value.]

 

Like other debt instruments, Senior Loans are subject to the risk of non-payment of scheduled interest or principal. Such non-payment would result in a reduction of income to the Fund, a reduction in the value of the investment and a potential decrease in the net asset value per share of the Fund.  There can be no assurance that the liquidation of any collateral securing a Loan would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal payments, or that such collateral could be readily liquidated.  Senior Loans are also subject to heightened prepayment risk, as they usually have mandatory and optional prepayment provisions.  In the event of bankruptcy of a borrower, the Fund could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a Senior Loan.  The collateral securing a Senior Loan may lose all or substantially all of its value in the event of bankruptcy of a borrower.  In the event of default, the fund may have difficulty collecting on any collateral.  Some Senior Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws,

 

2


 

could subordinate such Senior Loans to presently existing or future indebtedness of the borrower or take other action detrimental to the holders of Senior Loans including, in certain circumstances, invalidating such Senior Loans or causing interest previously paid to be refunded to the borrower.  Due to the above factors, a collateralized Senior Loan may not be fully collateralized and may decline significantly in value.  If interest were required to be refunded, it could negatively affect the Fund’s performance.

 

The Fund may purchase and retain in its portfolio Senior Loans where the borrowers have experienced, or may be perceived to be likely to experience, credit problems, including default, involvement in or recent emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. At times, in connection with the restructuring of a Senior Loan either outside of bankruptcy court or in the context of bankruptcy court proceedings, the Fund may determine or be required to accept equity securities or junior debt securities in exchange for all or a portion of a Senior Loan.

 

Senior Loans in which the Fund will invest may not be rated by a nationally recognized statistical ratings organization (“NRSRO”), may not be registered with the Securities and Exchange Commission (“SEC”) or any state securities commission, and may not be listed on any national securities exchange.  The amount of public information available with respect to Senior Loans may be less extensive than available for registered or exchange-listed securities. In evaluating the creditworthiness of borrowers, the Adviser will consider, and may rely in part, on analyses performed by others.

 

Borrowers may have outstanding debt obligations that are rated below investment grade by a NRSRO.  Most of the Senior Loans held by the Fund will have been assigned ratings below investment grade by a NRSRO.  In the event Senior Loans are not rated, they are likely to be the equivalent of below investment grade quality.  The Fund will rely on the judgment, analysis and experience of the Adviser in evaluating the creditworthiness of a borrower.  In this evaluation, the Adviser will take into consideration, among other things, the borrower’s financial resources, its sensitivity to economic conditions and trends, its operating history, the quality of the borrower’s management and regulatory matters.

 

No active trading market may exist for some Senior Loans and some Senior Loans may be subject to restrictions on resale.  Secondary markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may impair the ability to realize full value and thus cause a decline in the Fund’s net asset value.  During periods of limited demand and liquidity for Senior Loans, the Fund’s net asset value may be adversely affected.

 

Although changes in prevailing interest rates can be expected to cause some fluctuations in the value of Senior Loans (due to the fact that floating rates on Senior Loans only reset periodically), the value of Senior Loans tends to be substantially less sensitive to changes in market interest rates than fixed-rate instruments.  Nevertheless, a sudden and significant increase in market interest rates may cause a decline in the value of these investments and an associated decline in the Fund’s net asset value.

 

Other factors (including, but not limited to, rating downgrades, credit deterioration, a large downward movement in stock prices, a disparity in supply and demand of certain investments or market conditions that reduce liquidity) can reduce the value of Senior Loans and other debt obligations, impairing the Fund’s net asset value.

 

The Fund may purchase Senior Loans by assignment from a participant in the original syndicate of lenders or from subsequent assignees of such interests, or can buy a participation in a loan.  The Fund may also purchase participations in the original syndicate making Senior Loans.  Loan participations typically represent indirect participations in a loan to a corporate borrower, and generally are offered by banks or other financial institutions or lending syndicates.  When purchasing loan participations, the Fund assumes the credit risk associated with the corporate borrower and may assume the credit risk associated with an interposed bank or other financial intermediary.  The Fund will acquire participations only if the lender interpositioned between the Fund and the borrower is determined by the Adviser to be creditworthy.  In circumstances where the Fund is a participant in a loan, it does not have any direct claim on the loan or any rights of set-off against the borrower and may not benefit directly from any collateral supporting the loan.  In these situations, the Fund is subject to 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 Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

 

Economic and other events (whether real or perceived) can reduce the demand for certain Senior Loans or Senior Loans generally, which may reduce market prices and cause the Fund’s net asset value per share to fall.  The frequency and magnitude of such changes cannot be predicted.

 

Loans and other debt instruments are also subject to the risk of price declines due to increases in prevailing interest rates, although floating-rate debt instruments are less exposed to this risk than fixed-rate debt instruments.  Interest rate changes may also increase prepayments of debt obligations and require the Fund to invest assets at lower yields.  No active trading market may exist for certain Loans, which may impair the ability of the Fund to realize full value in the event of the need to liquidate such assets.

 

3


 

Adverse market conditions may impair the liquidity of some actively traded Loans.

 

Second Lien and Other Secured Loans.  “Second Lien Loans” are “second lien” secured floating rate Loans made by public and private corporations and other non-governmental entities and issuers for a variety of purposes.  Second Lien Loans are second in right of payment to one or more Senior Loans of the related borrower.  Second Lien Loans typically are secured by a second priority security interest or lien to or on specified collateral securing the borrower’s obligation under the Loan and typically have similar protections and rights as Senior Loans.  Second Lien Loans are not (and by their terms cannot) become subordinated in right of payment to any obligation of the related borrower other than Senior Loans of such borrower.  Second Lien Loans, like Senior Loans, typically have adjustable floating rate interest payments.  Because Second Lien Loans are second to Senior Loans, they present a greater degree of investment risk but often pay interest at higher rates reflecting this additional risk.

 

The Fund may also invest in secured Loans other than Senior Loans and Second Lien Loans.  Such secured Loans are made by public and private corporations and other non-governmental entities and issuers for a variety of purposes, and may rank lower in right of payment to one or more Senior Loans and Second Lien Loans of the borrower.  Such secured Loans typically are secured by a lower priority security interest or lien to or on specified collateral securing the borrower’s obligation under the Loan, and typically have more subordinated protections and rights than Senior Loans and Second Lien Loans.  Secured Loans may become subordinated in right of payment to more senior obligations of the borrower issued in the future.  Such secured Loans may have fixed or adjustable floating rate interest payments.  Because other secured Loans rank in payment order behind Senior Loans and Second Lien Loans, they present a greater degree of investment risk but often pay interest at higher rates reflecting this additional risk.

 

Second Lien Loans and other secured Loans generally are of below investment grade quality.  Other than their subordinated status, Second Lien Loans and other secured Loans have many characteristics similar to Senior Loans discussed above.  As in the case of Senior Loans, the Fund may purchase interests in Second Lien Loans and other secured Loans through assignments or participations.

 

Second Lien Loans and other secured Loans are subject to the same risks associated with investment in Senior Loans and bonds rated below investment grade. However, because Second Lien Loans are second in right of payment to one or more Senior Loans of the related borrower, and other secured Loans rank lower in right of payment to Second Lien Loans, they are subject to the additional risk that the cash flow of the borrower and any property securing the Loan may be insufficient to meet scheduled payments after giving effect to the more senior secured obligations of the borrower.  Second Lien Loans and other secured Loans also are expected to have greater price volatility than Senior Loans and may be less liquid.  There also is a possibility that originators will not be able to sell participations in Second Lien Loans and other secured Loans, which would create greater credit risk exposure.

 

Collateralized Debt Obligations. The Fund may invest in collateralized debt obligations (“CDOs”), which include collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities. CDOs are types of asset-backed securities. A CBO is ordinarily issued by a trust or other special purpose entity (“SPE”) and is typically backed by a diversified pool of fixed income securities (which may include high risk, below investment grade securities) held by such issuer. A CLO is ordinarily issued by a trust or other SPE and is typically collateralized by a pool of loans, which may include, among others, domestic and non-U.S. senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans, held by such issuer. Although certain CDOs may benefit from credit enhancement in the form of a senior-subordinate structure, over-collateralization or bond insurance, such enhancement may not always be present, and may fail to protect the Fund against the risk of loss on default of the collateral. Certain CDO issuers may use derivatives contracts to create “synthetic” exposure to assets rather than holding such assets directly, which entails the risks of derivative instruments described elsewhere in this SAI. CDOs may charge management fees and administrative expenses, which are in addition to those of the Fund.

 

For both CBOs and CLOs, the cash flows from the SPE are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche, which bears the first loss from defaults from the bonds or loans in the SPE and serves to protect the other, more senior tranches from default (though such protection is not complete). Since it is partially protected from defaults, a senior tranche from a CBO or CLO typically has higher ratings and lower yields than its underlying securities, and may be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses due to actual defaults, downgrades of the underlying collateral by rating agencies, forced liquidation of the collateral pool due to a failure of coverage tests, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults as well as investor aversion to CBO or CLO securities as a class. Interest on certain tranches of a CDO may be paid in kind or deferred and capitalized (paid in the form of obligations of the same type rather than cash), which involves continued exposure to default risk with respect to such payments.

 

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The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which the Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. As a result, investments in CDOs may be characterized by the Fund as illiquid securities. However, an active dealer market may exist for CDOs, allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities and asset-backed securities generally discussed elsewhere in this SAI, CDOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the risk that the collateral may default or decline in value or be downgraded, if rated by a nationally recognized statistical rating organization (“NRSRO”); (iii) the Fund may invest in tranches of CDOs that are subordinate to other tranches; (iv) the structure and complexity of the transaction and the legal documents could lead to disputes among investors regarding the characterization of proceeds; (v) the investment return achieved by the Fund could be significantly different than those predicted by financial models; (vi) the lack of a readily available secondary market for CDOs; (vii) risk of forced “fire sale” liquidation due to technical defaults such as coverage test failures; and (viii) the CDO’s manager may perform poorly.

 

U.S. Government Securities.   The obligations issued or guaranteed by the U.S. government in which the Fund 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 solely by the credit of the instrumentality (such as Fannie Mae and Freddie Mac bonds).

 

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.

 

Other U.S. government securities the Fund may invest in include securities issued or guaranteed by the Federal Housing Administration, Farmers Home Loan Administration, Export-Import Bank of the United States, Small Business Administration, General Services Administration, Central Bank for Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Banks, Federal Land Banks, Maritime Administration, Tennessee Valley Authority, District of Columbia Armory Board and Student Loan Marketing Association.  Because the U.S. government is not obligated by law to provide support to an instrumentality it sponsors, the Fund will invest in obligations issued by such an instrumentality only if the Adviser determines that the credit risk with respect to the instrumentality does not make its securities unsuitable for investment by the Fund.

 

In September 2008, Fannie Mae and Freddie Mac were placed into conservatorship by their regulator, the Federal Housing Finance Agency. It is unclear what effect this conservatorship will have on the securities issued or guaranteed by Fannie Mae or Freddie Mac. Although the U.S. government has provided financial support to Fannie Mae and Freddie Mac, there can be no assurance that it will support these or other government-sponsored enterprises in the future.

 

Money Market Instruments.   Money market 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 the Adviser to be 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; 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 B to this SAI .

 

Mortgage-Backed Securities.   The Fund may invest in mortgage-backed securities, such as those issued by GNMA, Fannie Mae, Freddie Mac 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 (“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

 

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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 Fund’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 fixed-rate 30-year 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 prepayments may occur at higher or lower interest rates than the original investment, thus affecting the Fund’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 Fund 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 Fund 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 Fund may purchase CMOs issued or guaranteed by the U.S. government, its agencies or instrumentalities (including those issued by GNMA, Fannie Mae and Freddie Mac) 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 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

 

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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.

 

Securities Acquired in Restructurings and Workouts .  The Fund’s investments may include fixed-income securities (particularly lower-rated fixed-income securities) or loan participations that default or are in risk of default (“Distressed Securities”).  The Fund’s investments may also include senior obligations of a borrower issued in connection with a restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code (commonly known as “debtor-in-possession” or “DIP” financings).  Distressed Securities may be the subject of restructurings outside of bankruptcy court in a negotiated workout or in the context of bankruptcy proceedings.    In connection with these investments or an exchange or workout of such securities, the Fund may determine or be required to accept various instruments.   These instruments may include, but are not limited to, equity securities, warrants, rights, participation interests in sales of assets and contingent-interest obligations.  Depending upon, among other things, the Adviser’s evaluation of the potential value of such securities in relation to the price that could be obtained at any given time if they were sold, the Fund may determine to hold the securities in its portfolio.

 

Securities of Other Investment Companies .  The Fund may invest in securities of other investment companies to the extent permitted under the Investment Company Act of 1940, as amended (the “1940 Act”), or pursuant to an SEC order.  Presently, under the 1940 Act, the Fund may hold securities of another investment company in amounts which (a) do not exceed 3% of the total outstanding voting stock of such company, (b) do not exceed 5% of the value of the Fund’s total assets and (iii) when added to all other investment company securities held by the Fund, do not exceed 10% of the value of the Fund’s total assets.  Pursuant to exemptive orders from the SEC, these percentage limitations do not apply to investments in certain exchange-traded funds (“ETFs”).  As a shareholder of another investment company, each Fund 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 Fund bears directly in connection with its own operations.

 

The Fund may invest its assets in securities of money market mutual funds, including those that are affiliated with the Fund or Credit Suisse, when Credit Suisse believes that it would be beneficial to the Fund 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 Fund will bear its ratable share of the mutual fund’s expenses, including management fees, and will remain subject to payment of the Fund’s management fees and other expenses with respect to assets so invested.

 

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Foreign Investments .  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.  The Fund 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 Fund may invest in securities denominated in currencies of non-U.S. countries, the Fund 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 Fund 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 Fund.  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 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 Fund may use hedging techniques with the objective of protecting against loss through the fluctuation of the value of a foreign currency against the U.S. dollar, particularly the forward market in foreign exchange, currency options and currency futures.

 

Information.   The majority of the foreign securities held by the Fund 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 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 Fund, political or social instability, military action, war or domestic developments which could affect U.S. investments in those and neighboring countries.  Any of these actions or events could have a severe effect on security prices and impair the Fund’s ability to bring its capital or income back to the United States.

 

Foreign Markets.   Securities of some foreign companies are less liquid and their prices are more volatile than securities of comparable U.S. companies.  Some countries have less developed securities markets (and related transaction, registration and custody practices).  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.  In addition to losses from such delays, less-developed securities markets could subject the Fund to losses from fraud, negligence, or other actions.

 

Increased Expenses.   The operating expenses of the Fund can be expected to be higher than those of an investment company investing exclusively in U.S. securities, since the expenses of the Fund, such as 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 are 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 Fund 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.

 

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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.

 

Investment in sovereign debt can involve a high degree of risk. The governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A governmental entity’s willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the governmental entity’s policy towards the International Monetary Fund and the political constraints to which a governmental entity may be subject. Governmental entities may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on the implementation of economic reforms and/or economic performance and the timely service of such debtor’s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties’ commitments to lend funds to the governmental entity, which may further impair such debtor’s ability or willingness to timely service its debts. Consequently, governmental entities may default on their sovereign debt.

 

Holders of sovereign debt may be requested to participate in the rescheduling of such debt and to extend further loans to governmental entities. In the event of a default by a governmental entity, there may be few or no effective legal remedies for collecting on such debt.

 

Emerging Markets.   The Fund may invest in securities issued by governments of “emerging market” countries (less developed countries located outside of the United States).  Investing 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 include certain national policies that may restrict investment by foreigners in issuers 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.

 

Europe — Recent Events . A number of countries in Europe have experienced severe economic and financial difficulties. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to restructure, their debts; many other issuers have faced difficulties obtaining credit or refinancing existing obligations; financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have been impaired in their ability to extend credit; and financial markets in Europe and elsewhere have experienced extreme volatility and declines in asset values and liquidity. These difficulties may continue, worsen or spread within and without Europe. Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not work, may result in social unrest

 

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and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and others of their debt could have additional adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the euro, the common currency of the European Union, and/or withdraw from the European Union. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far-reaching. These events could negatively affect the value and liquidity of the fund’s investments.

 

Convertible Securities .  Convertible securities in which the Fund 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.

 

Municipal Obligations.  The Fund 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.  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.

 

Among other instruments, the Fund 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.

 

Zero Coupon Securities.   The Fund 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 Fund must pay each year and, in order to generate cash necessary to pay such dividends, the

 

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Fund 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 Fund 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”).

 

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 Fund 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 Fund with a certain degree of protection against rises in interest rates, the Fund 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 Fund 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 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 Fund, the Fund 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 Fund to dispose of the VRDN involved in the event the issuer of the note defaulted on its payment obligations, and the Fund could, for this or other reasons, suffer a loss to the extent of the default.

 

Options on Securities and Securities Indices and Currency Exchange Transactions.

 

The Fund may purchase and write (sell) options on securities, securities indices and currencies.  The Fund may enter into futures contracts and options on futures contracts on securities, securities indices, foreign currencies and interest rates and may engage in spot and forward currency exchange transactions (known as “foreign exchange transactions”).  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.

 

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Securities Options.   The Fund 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 Fund 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 the Fund, force the sale or purchase of portfolio securities at inopportune times or at less advantageous prices, limit the amount of appreciation the Fund could realize on its investments or require the Fund 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 Fund 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 Fund writes call options, it retains the risk of a decline in the price of the underlying security.  The size of the premiums that the Fund 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.

 

Additional risks exist with respect to certain of the securities for which the Fund may write covered call options.  For example, if the Fund 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 Fund 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 Fund 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.  The Fund may write (i) in-the-money call options when the Adviser 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 the Adviser 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 the Adviser 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 Fund 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 Fund prior to the exercise of options that it has purchased or written, respectively, of options of the same series) in which the Fund 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 Fund has purchased an option and engages in a closing sale transaction, whether the Fund 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 Fund initially paid for the original option plus the related transaction costs.  Similarly, in cases where the Fund 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 Fund 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

 

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the outstanding option’s expiration).  The obligation of the Fund under an option it has written would be terminated by a closing purchase transaction (the Fund would not be deemed to own an option as a result of the transaction).  So long as the obligation of the Fund as the writer of an option continues, the Fund may be assigned an exercise notice by the broker-dealer through which the option was sold, requiring the Fund to deliver the underlying security against payment of the exercise price.  This obligation terminates when the option expires or the Fund effects a closing purchase transaction.  The Fund 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, the Fund’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 Fund.  The Fund, however, will purchase OTC options only from dealers whose debt securities, as determined by the Adviser, are considered to be investment grade.  If, as a covered call option writer, the Fund 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 Fund and other clients of the Adviser 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 Fund will be able to purchase on a particular security.

 

Securities Index Options.   The Fund 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 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.   The Fund 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 Fund 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 Fund, the Fund 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 Fund 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 Fund writes a dealer option, it generally will be able to close out the option prior to

 

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its expiration only by entering into a closing purchase transaction with the dealer to which the Fund originally wrote the option.  Although the Fund 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 Fund, there can be no assurance that the Fund 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 Fund.  Until the Fund, 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 Fund’s ability to sell portfolio 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 the Fund’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 Fund 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.  The Fund 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.  The Fund 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.

 

The Fund also may enter into forward currency contracts with respect to specific transactions.  For example, when the Fund anticipates the receipt in a foreign currency of interest payments on a security that it holds, the Fund 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.  The Fund will be able thereby 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, the Fund 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 Fund retains the portfolio security and engages in an offsetting transaction, the Fund, 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 Fund.  To the extent the Fund engages in forward currency contracts to generate current income, the Fund will be subject to these risks which the Fund might otherwise avoid ( e.g. , through use of hedging transactions.)

 

Currency Options .   The Fund 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 .   The Fund’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 Fund 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 Fund 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 Fund’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, the Fund may purchase foreign currency put options.  If the value of the foreign currency does decline, the Fund will have the right to sell

 

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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 Fund 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 Fund 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 Fund 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 Fund’s investments and a currency hedge may not be entirely successful in mitigating changes in the value of the Fund’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 Fund against a price decline if the issuer’s creditworthiness deteriorates.

 

Futures Activities.

 

The Fund 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.  The Fund reserves the right to engage in transactions involving futures contracts and options on futures contracts in accordance with the Fund’s policies.  The Fund 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 the Fund upon entering into a futures contract.  Instead, the Fund 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 Fund 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 Fund 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.”  The Fund will also incur brokerage costs in connection with entering into futures contracts.

 

At any time prior to the expiration of a futures contract, the Fund may elect to close the position by taking an opposite position, which will operate to terminate the Fund’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 Fund 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

 

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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 Fund to substantial losses.  In such event, and in the event of adverse price movements, the Fund would be required to make daily cash payments of variation margin.  In such situations, if the Fund 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 Fund 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 Fund’s performance.

 

Options on Futures Contracts.   The Fund may purchase and write put and call options on foreign currency, interest rate and securities 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 the Fund.

 

“Swap” Derivative Transactions. The Fund may enter into interest rate, credit default, securities index, security and currency swap agreements. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to several years. 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. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount” (i.e., the amount or value of the underlying asset used in computing the particular interest rate, return, or other amount to be exchanged) of a particular foreign currency, or a “basket” of securities representing a particular index. Swap agreements may also include (i) 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;” (ii) 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 level, or “floor;” and (iii) 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 or “collar” amounts.

 

The “notional amount” of the swap agreement is the agreed upon amount or value of the underlying asset used for calculating the obligations that the parties to a swap agreement have agreed to exchange. Under most swap agreements entered into by the Fund, the obligations of the parties would be exchanged on a “net basis.” Consequently, the Fund’s obligation (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 notional values of the positions held by each party to the agreement (“net amount”) and not the notional amounts themselves. The Fund’s obligation under a swap agreement will be accrued daily (offset against amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by designating liquid assets on the Fund’s books and records.

 

Swap agreements may be considered to be illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Fund will enter into swap agreements only with counterparties that are rated investment grade and that the Adviser reasonably believes are capable of performing under the swap agreements. If there is a default by the other party to such a transaction, the Fund will have to rely on its contractual remedies (which may be limited by bankruptcy, insolvency or similar laws) pursuant to the agreements related to the transaction. Certain restrictions imposed on the Fund by the Internal Revenue Code of 1986, as amended (the “Code”), may limit the Fund’s ability to use swap agreements.

 

The use of swaps is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.

 

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Credit Default Swap Agreements.  The Fund may invest in credit default swap agreements.  The Fund may enter into credit default swap agreements either as a buyer or a seller.  The Fund may buy a credit default swap to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market.  The Fund may sell a credit default swap in an attempt to gain exposure to an underlying issuer’s credit quality characteristics without investing directly in that issuer.

 

The “buyer” in a credit default swap is obligated to pay the “seller” an upfront payment or a periodic stream of payments over the term of the agreement, provided that no credit event on an underlying reference obligation has occurred.  If a credit event occurs, the seller must pay the buyer the full notional value, or “par value,” of the reference obligation in exchange for the reference obligation.  As a result of counterparty risk, certain credit default swap agreements may involve greater risks than if the Fund had invested in the reference obligation directly.

 

If the Fund is a buyer and no credit event occurs, the cost to the Fund is the premium paid with respect to the agreement.  If a credit event occurs, however, the Fund may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value.  On the other hand, the value of any deliverable obligations paid by the Fund to the seller, coupled with the up front or periodic payments previously received by the seller, may be less than the full notional value the seller pays to the Fund, resulting in a loss of value to the Fund.

 

If the Fund is a seller and no credit event occurs, the Fund would generally receive an up front payment or a fixed rate of income throughout the term of the swap, which typically is between six months and three years.  If a credit event occurs, however, generally the Fund would have to pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value.  When the Fund acts as a seller of a credit default swap agreement it is exposed to speculative exposure risk since, if a credit event occurs, the Fund may be required to pay the buyer the full notional value of the contract net of any amounts owed by the buyer related to its delivery of deliverable obligations of the reference entity.  As a result, the Fund bears the entire risk of loss due to a decline in value of a referenced security on a credit default swap it has sold if there is a credit event with respect to the security.  The Fund bears the same risk as a buyer of fixed income securities directly.  The Fund will sell a credit derivative only with respect to securities in which it would be authorized to invest.

 

Certain credit default swap agreements may not have liquidity beyond the counterparty to the agreement and may be considered illiquid.  Other credit default swap agreements, however, may be considered liquid.  Moreover, the Fund bears the risk of loss of the amount expected to be received under a credit default swap agreement in the event of the default or bankruptcy of the counterparty.  The Fund will enter into swap agreements as a buyer only with counterparties that meet certain standards of creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Fund’s repurchase agreement guidelines).  Credit default swap agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement.  As the seller of a credit default swap, the Fund would be subject to investment exposure on the notional amount of the swap.  Accordingly, the Fund will segregate liquid investments in an amount equal to the aggregate market value of the of the credit default swaps of which it is the seller, marked to market on a daily basis.

 

When the Fund buys or sells a credit derivative, [the underlying issuer(s) or obligor(s) as well as the counterparty] to the transaction will be treated as an issuer for purposes of complying with the Fund’s issuer diversification and industry concentration policies, absent regulatory guidance to the contrary.  The Fund may, but is not required to, use credit swaps or any other credit derivative.  There is no assurance that credit derivatives will be available at any time or, if used, that the derivatives will be used successfully.

 

Regulatory Aspects of Derivatives Instruments. Pursuant to a notice of eligibility filed with the CFTC with respect to the Fund, the Trust is not deemed to be a “commodity pool operator” under the Commodity Exchange Act (“CEA”), and therefore is not subject to registration as such under the CEA. [The Adviser is not required to be registered as a “commodity trading advisor” with respect to its service as the investment adviser to the Fund.]

 

Transactions in options by the Fund are subject to limitations established by each of the exchanges governing the maximum number of options that may be written or held by a single investor or group of investors acting in concert, regardless of whether the options were written or purchased on the same or different exchanges or are held in one or more accounts or through one or more exchanges or brokers. Thus, the number of options the Fund may write or hold may be affected by options written or held by other entities, including other investment companies having the same or an affiliated investment adviser. Position limits also apply to futures. An exchange may order the liquidation of positions found to be in violation of those limits and may impose certain other sanctions. With respect to futures contracts that are not contractually required to “cash-settle” and which the Trust’s Board of Trustees (the “Board”) has not determined to treat as “cash-settled,” the Fund covers its open positions by setting aside liquid assets equal to the contracts’ full notional value. With respect to futures contracts that are contractually required to “cash-settle” and those which the

 

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Board has determined to treat as “cash-settled” (including currency forwards that settle in currencies of G-10 countries), however, the Fund sets aside liquid assets in an amount equal to that Fund’s daily mark-to-market (net) obligation (i.e., the Fund’s daily net liability, if any), rather than the notional value.

 

Asset Coverage for Certain Derivative Transactions.   The Fund will comply with guidelines established by the SEC with respect to coverage of certain derivative transactions.  These guidelines may, in certain instances, require segregation by the Fund of cash or liquid securities with its custodian or a designated sub-custodian to the extent the Fund’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 Fund’s assets could impede portfolio management or the Fund’s ability to meet redemption requests or other current obligations.

 

For example, a call option written by the Fund on securities may require the Fund 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 Fund on an index may require the Fund 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 Fund may require the Fund to segregate assets (as described above) equal to the exercise price.  The Fund 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 Fund.  If the Fund holds a futures or forward contract, the Fund 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 Fund 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.

 

Temporary Investments .  To the extent permitted by its investment objective and policies, the Fund may hold cash or cash equivalents pending investment or to meet redemption requests.  In addition, for defensive purposes due to abnormal market conditions or economic situations as determined by Credit Suisse, the Fund may reduce its holdings in other securities and invest up to 100% of its assets in cash or certain short-term (less than twelve months to maturity) and medium-term (not greater than five years to maturity) interest-bearing instruments or deposits of the United States and foreign issuers.  The short-term and medium-term debt securities in which the Fund may invest for temporary defensive purposes consist of:  (a) obligations of the United States or foreign governments, their respective agencies or instrumentalities; (b) bank deposits and 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.

 

Repurchase Agreements .  The Fund 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, the Fund 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 Fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period.  This arrangement results in a fixed rate of return that is not subject to market fluctuations during the Fund’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 Fund 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 Fund 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 in which the Fund seeks to assert this right.  The Adviser monitors the creditworthiness of those bank and non-bank dealers with which the Fund 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 Fund 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 the Adviser) and “dollar rolls.”

 

Reverse repurchase agreements involve the sale of securities held by the Fund pursuant to the Fund’s agreement to repurchase them at a mutually agreed-upon date, price and rate of interest.  At the time the Fund enters into a reverse repurchase agreement, it will establish and maintain a segregated account with an approved custodian containing cash or liquid securities having a

 

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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 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 Fund’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 Fund 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 Fund’s obligation to repurchase the securities, and the Fund’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision.

 

The Fund also may enter into “dollar rolls,” in which it 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 Fund would forgo principal and interest paid on such securities.  The Fund 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 Fund 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.

 

Non-Publicly Traded and Illiquid Securities .  The Fund may invest up to 15% of its 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.  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 order to dispose of them resulting in additional expense and delay.  Adverse market conditions could impede such a public offering of securities.

 

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, discussed below) 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 Fund 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 Fund.  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 Fund’s investment in illiquid securities is subject to the risk that should the Fund 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 Fund’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.

 

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An investment in Rule 144A Securities will be considered illiquid; and therefore, subject to the Fund’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 Fund to the extent that qualified institutional buyers are unavailable or uninterested in purchasing such securities from the Fund.  The Board has adopted guidelines and delegated to Credit Suisse the daily function of determining and monitoring the illiquidity of Rule 144A Securities, although the Board will retain ultimate responsibility for liquidity determinations.

 

Lending of Portfolio Securities.  The Fund 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 Fund’s total assets (including the loan collateral) taken at value.  The Fund will have the right to call such loans and obtain the securities loaned at any time on five days’ notice.   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 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 Fund.  From time to time, the Fund 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 Fund and that is acting as a “finder.”

 

By lending its securities, the Fund 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 the Fund’s expenses and would increase an investor’s total return.  The Fund will adhere to the following conditions whenever its portfolio securities are loaned:  (i) the Fund must receive at least the applicable percentage of 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 Fund must be able to terminate the loan at any time; (iv) the Fund 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 Fund 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 Fund 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 Fund’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 Fund to possible loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities.  The Fund could also lose money if its short-term investment of the cash collateral declines in value over the period of the loan.  Any loans of the Fund’s securities will be fully collateralized and marked to market daily.

 

Borrowing and Leverage.  The Fund may borrow to the extent permitted by the 1940 Act, including borrowing for investment purposes.  Although the principal of such borrowings will be fixed, the Fund’s assets may change in value during the time the borrowing is outstanding.  The Fund 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.

 

Certain types of borrowings by the Fund may result in the Fund being subject to covenants in credit agreements relating to asset coverage, portfolio composition requirements and other matters.  It is not anticipated that observance of such covenants would impede the Adviser from managing the Fund’s portfolio in accordance with the Fund’s investment objective and policies.  However, a breach of any such covenants not cured within the specified cure period may result in acceleration of outstanding indebtedness and require the Fund to dispose of portfolio investments at a time when it may be disadvantageous to do so.

 

Borrowing has a leveraging effect because it tends to exaggerate the effect on the Fund’s net asset value per share of any changes in the market value of its portfolio securities. The use of leverage by the Fund creates an opportunity for greater total return, but, at the same time, creates special risks.  Although the principal of borrowings will be fixed, the Fund’s assets may change in value during the time the borrowings are outstanding.  Borrowings will create interest expenses for the Fund which can exceed the income from the assets purchased with the borrowings.  To the extent the income or capital appreciation derived from securities purchased with borrowed funds exceeds the interest the Fund will have to pay on the borrowings, the Fund’s return will be greater than if leverage had not been used.  Conversely, if the income or capital appreciation from the securities purchased with such

 

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borrowed funds is not sufficient to cover the cost of borrowing, the return to the Fund will be less than if leverage had not been used, and therefore the amount available for distribution to shareholders as dividends and other distributions will be reduced.  In the latter case, the Adviser in its best judgment nevertheless may determine to maintain the Fund’s leveraged position if it expects that the benefits to the Fund’s shareholders of maintaining the leveraged position will outweigh the current reduced return.

 

The SEC takes the position that other transactions that have a leveraging effect on the capital structure of a fund can be viewed as constituting a form of “senior security” of the fund for purposes of the 1940 Act. These transactions may include selling securities short, buying and selling certain derivatives (such as futures contracts), selling (or writing) put and call options, engaging in when-issued, delayed-delivery, forward-commitment or reverse repurchase transactions and other trading practices that have a leveraging effect on the capital structure of a fund or may be viewed as economically equivalent to borrowing. A borrowing transaction will not be considered to constitute the issuance of a “senior security” by the Fund if the Fund (1) maintains an offsetting financial position, (2) maintains liquid assets in a sufficient value to cover the Fund’s potential obligation under the borrowing transaction not offset or covered as provided in (1) and (3), or (3) otherwise “covers” the transaction in accordance with applicable SEC guidance (collectively, “covers” the transaction). The value of the Fund’s holdings in such instruments are marked-to-market daily to ensure proper coverage. The Fund may have to buy or sell a security at a disadvantageous time or price in order to cover such transaction. In addition, assets being maintained to cover such transactions may not be available to satisfy redemptions or for other purposes or obligations.

 

Exchange-Traded Notes .  The Fund may invest in exchange-traded notes (“ETNs”). ETNs are generally notes representing debt of the issuer, usually a financial institution. ETNs combine both aspects of bonds and ETFs. An ETN’s returns are based on the performance of one or more underlying assets, reference rates or indexes, minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN’s maturity, at which time the issuer will pay a return linked to the performance of the specific asset, index or rate (“reference instrument”) to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do not make periodic interest payments, and principal is not protected.

 

The value of an ETN may be influenced by, among other things, time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest rates, the performance of the reference instrument, changes in the issuer’s credit rating and economic, legal, political or geographic events that affect the reference instrument. An ETN that is tied to a reference instrument may not replicate the performance of the reference instrument. ETNs also incur certain expenses not incurred by their applicable reference instrument.

 

Because the return on the ETN is dependent on the issuer’s ability or willingness to meet its obligations, the value of the ETN may change due to a change in the issuer’s credit rating, despite no change in the underlying reference instrument. The market value of ETN shares may differ from the value of the reference instrument. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the assets underlying the reference instrument that the ETN seeks to track.

 

There may be restrictions on the Fund’s right to redeem its investment in an ETN, which are generally meant to be held until maturity. The Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary market. An investor in an ETN could lose some or all of the amount invested.

 

Short Sales.  The Fund may from time to time sell securities short.  A short sale is a transaction in which the Fund sells securities it does not own in anticipation of a decline in the market price of the securities.  The Fund may engage in short sales to a limited extent.

 

To deliver the securities to the buyer, the Fund must arrange through a broker to borrow the securities and, in so doing, the Fund becomes obligated to replace the securities borrowed at their market price at the time of replacement, whatever that price may be.  The Fund 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 Fund 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 Fund is required to pay in connection with a short sale.

 

The Fund’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.  Until it replaces the borrowed securities, the Fund 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.

 

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Short Sales “Against the Box.”   The Fund may enter into short sales “against the box” to a limited extent.  A short sale is “against the box” to the extent that the Fund contemporaneously owns or has the right to obtain without additional cost an equal amount of the security being sold short.  It may be entered into by the Fund to, for example, lock in a sale price for a security the Fund does not wish to sell immediately.  If the Fund engages in a short sale, the collateral for the short position will be segregated in an account with the Fund’s custodian or qualified sub-custodian.  While the short sale is open, the Fund will continue to segregate an amount of securities equal in kind and amount to the securities sold short or securities convertible into or exchangeable for such equivalent securities.  These securities constitute the Fund’s long position.

 

The Fund may make a short sale as a hedge when it believes that the price of a security may decline and cause a decline in the value of a security owned by the Fund (or a security convertible or exchangeable for such security).  In such case, any future losses in the Fund’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 Fund owns.  There will be certain additional transaction costs associated with short sales against the box, but the Fund will endeavor to offset these costs with the income from the investment of the cash proceeds of short sales.

 

When-Issued Securities and Delayed-Delivery Transactions.  The Fund 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) to the extent consistent with their other investment policies and restrictions.  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.  The Fund will not enter into a “when-issued” or “delayed-delivery” 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 the Adviser deems it advantageous to do so.   The payment obligation and the interest rate that will be received on when-issued and delayed-delivery transactions 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.  The Fund 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 the Fund 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 Fund 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 Fund’s commitment.  It may be expected that the Fund’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 Fund 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 Fund’s incurring a loss or missing an opportunity to obtain a price considered to be advantageous.

 

INVESTMENT RESTRICTIONS

 

The following fundamental investment restrictions are applicable to the Fund and may not be changed without the approval of a majority of the shareholders of the Fund.  This means an affirmative vote of the holders of (a) 67% or more of the shares of the Fund represented at a meeting at which more than 50% of the outstanding shares of the Fund is represented or (b) more than 50% of the outstanding shares of the Fund, whichever is less.  Except as set forth in the Prospectus and this Statement of Additional Information , all other investment policies or practices are considered by the Fund not to be fundamental and accordingly may be changed without shareholder approval.  If a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage resulting from a change in values or assets will not constitute a violation of such restriction.

 

These fundamental restrictions provide that the Fund may not:

 

1.             Invest 25% or more of the value of its total assets in any one industry or group of industries, other than the United States Government, or any of its agencies or instrumentalities;

 

2.             Issue senior securities, except as permitted under the 1940 Act;

 

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;

 

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4.             Underwrite the securities of other issuers, except to the extent that in connection with the disposition of portfolio securities the Fund may be deemed to be an underwriter;

 

5.             Purchase or sell real estate, provided that the Fund 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 commodities or commodities contracts, except to the extent permitted by applicable law;

 

7.             Borrow money, except to the extent permitted under the 1940 Act; or

 

8.             Make any investment inconsistent with the Fund’s classification as a diversified company under the 1940 Act.

 

If a percentage restriction (other than the percentage limitation set forth in No. 7 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 Fund’s assets will not constitute a violation of such restriction.

 

PORTFOLIO VALUATION

 

The net asset value (“NAV”) of each class of the Fund is determined daily as of the close of regular trading (normally 4 p.m. eastern time) on the New York Stock Exchange, Inc. (the “NYSE”) on each day the NYSE is open for business.  As of the date of this SAI, the NYSE is normally open for trading every weekday except in the event of an emergency or for the following holidays (or the days on which they are observed): New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.  Please see the Prospectus for a description of the procedures used by the Fund in valuing its assets.

 

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 New York Stock Exchange, Inc. (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 Fund’s net asset value is not calculated.  As a result, calculation of the Fund’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 approved by the Board 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.

 

PORTFOLIO TRANSACTIONS

 

Credit Suisse is responsible for establishing, reviewing and, where necessary, modifying the Fund’s investment program to achieve its investment objective.  Credit Suisse has retained Credit Suisse UK to act as subadviser for the Fund.  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 over-the-counter, depending on where it appears that the best price or execution will be obtained.  The purchase price paid by the Fund 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 over-the-counter markets, but the price of securities traded in over-the-counter 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.

 

The Adviser will select portfolio investments and effect transactions for the Fund.  In selecting broker-dealers, the Adviser does business exclusively with those broker-dealers that, in its 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

 

23


 

broker-dealers, the Adviser will pay no more for execution and research services than it considers either, or both together, to be worth.  The worth 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 worth 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 the Adviser’s standards may be higher than for execution services alone or for services that fall below the Adviser’s standards.  The Adviser believes that these arrangements may benefit all clients and not necessarily only the accounts in which the particular investment transactions occur that are so executed.  Further, the Adviser will receive only brokerage or research services 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 and securities ranking services, and general research services.  Research received from brokers or dealers is supplemental to the Adviser’s own research program.

 

All orders for transactions in securities or options on behalf of the Fund are placed by the Adviser with broker-dealers that it selects, including Credit Suisse Securities (USA) LLC (“CSSU”), the Fund’s distributor and an affiliate of Credit Suisse, and other affiliates of Credit Suisse Group AG.  The Fund may utilize CSSU or other affiliates of Credit Suisse Group AG in connection with a purchase or sale of securities when the Adviser 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 the Fund concerning specific portfolio securities are made independently from those for other clients advised by the Adviser.  Such other investment clients may invest in the same securities as the Fund.  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 the Adviser believes to be equitable to each client, including the Fund.  In some instances, this investment procedure may adversely affect the price paid or received by the Fund or the size of the position obtained or sold for the Fund.  To the extent permitted by law, the Adviser may aggregate the securities to be sold or purchased for the Fund with those to be sold or purchased for such other investment clients in order to obtain best execution.

 

Transactions for the Fund may be effected on foreign securities exchanges.  In transactions for securities not actively traded on a foreign securities exchange, the Fund 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 Fund may participate, if and when practicable, in bidding for the purchase of securities for the Fund’s portfolio directly from an issuer in order to take advantage of the lower purchase price available to members of such a group.  The Fund will engage in this practice, however, only when the Adviser, in its sole discretion, believes such practice to be otherwise in the Fund’s interest.

 

In no instance will portfolio securities be purchased from or sold to the Adviser, CSSU or any affiliated person of such companies except as permitted by SEC exemptive order or by applicable law.  In addition, the Fund will not give preference to any institutions with whom the Fund enters into distribution or shareholder servicing agreements concerning the provision of distribution services or support services.

 

PORTFOLIO TURNOVER

 

The Fund does not intend to seek profits through short-term trading, but the rate of turnover will not be a limiting factor when the Fund deems it desirable to sell or purchase securities.  The Fund’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. In accordance with industry practice, derivative instruments and instruments with a maturity of one year or less at the time of acquisition are excluded from the calculation of the portfolio turnover rate.

 

It is not possible to predict the Fund’s portfolio turnover rates.  High portfolio turnover rates (100% or more) may result in higher brokerage commissions, higher dealer markups or underwriting commissions as well as other transaction costs.  In addition, gains realized from portfolio turnover may be taxable to shareholders.

 

24


 

MANAGEMENT OF THE FUND

 

Officers and Board of Trustees

 

The business and affairs of the Fund are managed by the Board of Trustees in accordance with the laws of the State of Delaware.  The Trustees approve all significant agreements between the Fund and the companies that furnish services to the Fund, including agreements with the Fund’s investment adviser, sub-adviser, custodian and transfer agent.  The Board elects officers who are responsible for the day-to-day operations of the Fund and who execute policies authorized by the Board.

 

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.

 

25


 

INFORMATION CONCERNING TRUSTEES AND OFFICERS

 

Name, Address and Year of
Birth

 

Position(s)
Held with Fund

 

Term of
Office(1) and
Length of
Time
Served

 

Principal
Occupation(s) During
Past Five Years

 

Number of
Portfolios
in Fund
Complex(2)
Overseen
by Trustee

 

Other Directorships
Held by Trustee
During Past Five
Years

 

 

 

 

 

 

 

 

 

 

 

Independent Trustees

 

 

 

 

 

 

 

 

 

 

Enrique R. Arzac
c/o Credit Suisse Asset Management, LLC
Attn: General Counsel

One 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.

 

[9]

 

Director of Epoch Holding Corporation (an investment management and investment advisory services company); Director of Mirae Discovery Funds (8 open-end portfolios); Director of The Adams Express Company, Petroleum and Resources Corporation, Aberdeen Chile Fund, Inc., Aberdeen Emerging Markets Telecommunications and Infrastructure Fund, Inc., Aberdeen Israel Fund, Inc., Aberdeen Indonesia Fund, Inc. and Aberdeen Latin America Equity Fund, Inc. (each a closed-end investment company); Director of Aberdeen Asia-Pacific Income Investment Company Limited (a Canadian closed-end fund); Director of Starcomms PLC. (telecommunications company) from 2008 to 2011

 

26


 

Name, Address and Year of
Birth

 

Position(s)
Held with Fund

 

Term of
Office(1) and
Length of
Time
Served

 

Principal
Occupation(s) During
Past Five Years

 

Number of
Portfolios
in Fund
Complex(2)
Overseen
by Trustee

 

Other Directorships
Held by Trustee
During Past Five
Years

Jeffrey E. Garten
c/o Credit Suisse Asset Management, LLC
Attn: General Counsel

One Madison Avenue
New York, New York 10010

 

Year of Birth: 1946

 

Trustee, Nominating and Audit Committee Member

 

Since 2001

 

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.

 

[7]

 

Director of Aetna, Inc. (insurance company); Director of CarMax Group (used car dealers); Director of Alcan (aluminum production) in 2007; Member of Standard & Poor’s Board of Managers (credit rating agency)

Peter F. Krogh
c/o Credit Suisse Asset Management, LLC

Attn: General Counsel

One Madison Avenue

New York, New York 10010

 

Year of Birth: 1937

 

Trustee, Nominating and Audit Committee Member

 

Since 2000

 

Dean Emeritus and Distinguished Professor of International Affairs at the Edmund A. Walsh School of Foreign Service, Georgetown University from June 1995 to June 2009.

 

[7]

 

Director of Carlisle Companies Incorporated (diversified manufacturing company) from 1995 to 2009

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 2001 and Chairman since 2005

 

Partner of Lehigh Court, LLC and RZ Capital (private investment firms) from July 2002 to present.

 

[9]

 

Director of iCAD, Inc. (surgical & medical instruments & apparatus company); Director of Presstek, Inc. (digital imaging technologies company); Director of Wood Resources, LLC. (plywood manufacturing company); Director of Aberdeen Chile Fund, Inc., Aberdeen Emerging Markets Telecommunications and Infrastructure Fund, Inc., Aberdeen Israel Fund, Inc., Aberdeen Indonesia Fund, Inc. and Aberdeen Latin America Equity Fund, Inc. (each a closed-end investment company)

 

27


 

Name, Address and Year of Birth

 

Position(s) Held with
Fund

 

Term of Office(1)
and Length of
Time Served

 

Principal Occupation(s) During Past
Five Years

Officers

 

 

 

 

 

 

John G. Popp
Credit Suisse Asset Management, LLC
One Madison Avenue
New York, New York 10010

 

Year of Birth: 1956

 

Chief Executive Officer and President

 

Since 2010

 

Managing Director of Credit Suisse; Group Manager and Senior Portfolio Manager for Performing Credit Strategies; Associated with Credit Suisse or its predecessor since 1997; Officer of other Credit Suisse Funds

Thomas M. Sipp
Credit Suisse Asset Management, LLC
One Madison Avenue
New York, New York 10010

 

Year of Birth: 1970

 

Chief Financial Officer

 

Since 2012

 

Managing Director of Credit Suisse; Chief Operating Officer and Head of Finance for Asset Management; Associated with Credit Suisse since 2009; Associated with Pyramis Global Advisors from 2006 to 2009; 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

 

Managing Director and Global Head of Compliance of Credit Suisse since January 2010; Director and Global Head of Compliance of Credit Suisse from January 2005 to December 2009; Associated with Credit Suisse since July 2000; Officer of other Credit Suisse Funds

Roger Machlis
Credit Suisse Asset Management, LLC
One Madison Avenue
New York, New York 10010

 

Year of Birth: 1961

 

Chief Legal Officer

 

Since 2010

 

Managing Director and General Counsel for Credit Suisse; Associated with Credit Suisse Group AG since 1997; Officer of other Credit Suisse Funds

Karen Regan
Credit Suisse Asset Management, LLC
One Madison Avenue
New York, New York 10010

 

Year of Birth: 1963

 

Vice President and Secretary

 

Since 2010

 

Vice President of Credit Suisse; Associated with Credit Suisse since December 2004; Officer of other Credit Suisse Funds

Cecilia Chau
Credit Suisse Asset Management, LLC
One 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

 


(1)                                                           Each Trustee and Officer serves until his or her respective successor has been duly elected and qualified.

 

(2)                                                           The Credit Suisse Fund Complex consists of the Trust and its series, Credit Suisse Commodity Strategy Funds and its series, Credit Suisse Trust and its series, Credit Suisse High Yield Bond Fund and Credit Suisse Asset Management Income Fund, Inc.

 

The Board believes that each Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that each Trustee should serve in such capacity.  Among the attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to

 

28


 

interact effectively with the other Trustees, Credit Suisse, other service providers, counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees.  A Trustee’s ability to perform his duties effectively may have been attained through the Trustee’s business, consulting, public service and/or academic positions; experience from service as a board member of the Fund and the other funds in the Fund Complex, other investment funds, public companies, or non-profit entities or other organizations; educational background or professional training; and/or other life experiences.  In addition to these shared characteristics, set forth below is a brief discussion of the specific experience, qualifications, attributes or skills of each Trustee that support the conclusion that each person should serve as a Trustee.

 

Enrique R. Arzac .  Mr. Arzac has been a Trustee since 2005, and Chairman of the Audit Committee since 2005, of all of the open-end Credit Suisse Funds in the Fund Complex.  In addition, he has over 40 years of business and consulting experience in the areas of finance, trade and economics and academic experience as a professor of finance and economics.  Mr. Arzac also currently serves on the boards of directors of other registered investment companies, including closed-end funds in the Fund Complex, and on the board of directors of an investment management and investment advisory services company.

 

Jeffrey E. Garten.   Mr. Garten has been a Trustee since 1998 (except for part of 2000) of all of the of the open-end Credit Suisse Funds in the Fund Complex.  In addition, he has over 38 years of executive, business and academic experience in the areas of international trade and finance and business management.

 

Peter F. Krogh.    Mr. Krogh has been a Trustee since 2001 of all of the open-end Credit Suisse Funds in the Fund Complex.  Previously, he served as a Trustee of the Winthrop Focus Funds and the DeVegh Funds.  For fourteen years, he served as a director of a diversified manufacturing company, serving as chairman of the pension and benefits committee.  He has over forty years of management and academic experience in the field of foreign affairs.

 

Steven N. Rappaport .    Mr. Rappaport has been a Trustee since 1999, Chairman of the Board of Trustees since 2005, and Chairman of the Nominating Committee since 2005, of all of the open-end Credit Suisse Funds in the Fund Complex.  In addition, he has over 40 years of business experience in the financial services industry.  Mr. Rappaport also serves on the boards of directors of other registered investment companies, including closed-end funds in the Fund Complex.

 

Specific details regarding each Trustee’s principal occupations during the past five years are included in the table above.

 

Ownership in Securities of the Fund and Fund Complex

 

As reported to the Fund, the information in the following table reflects beneficial ownership by the Trustees of certain securities as of December 31, 2011.

 

Name of Trustee

 

Dollar Range of Equity
Securities in the Fund*,(1), (2)

 

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

 

None

 

E

 

 

 

 

 

Jeffrey E. Garten

 

None

 

B

 

 

 

 

 

Peter F. Krogh

 

None

 

D

 

 

 

 

 

Steven N. Rappaport

 

None

 

E

 


* Key to Dollar Ranges:

 

A.

 

None

B.

 

$1 - $10,000

C.

 

$10,001 - $50,000

D.

 

$50,001 - $100,000

E.

 

Over $100,000

 

29


 

(1)           Beneficial ownership is determined in accordance with Rule 16a-1(a)(2) under the Exchange Act.

 

(2)           Because the Fund is new, the Trustees do not own shares of the Fund.

 

Leadership Structure and Oversight Responsibilities

 

Overall responsibility for oversight of the Fund rests with the Board. The Fund has engaged Credit Suisse to manage the Fund on a day-to day basis.  The Board is responsible for overseeing Credit Suisse, Credit Suisse UK and other service providers in the operations of the Fund in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Fund’s charter. The Board is currently composed of four members, each of whom is not an “interested person” of the Fund as defined in the 1940 Act (“Independent Trustee”). The Board meets in-person at regularly scheduled quarterly meetings each year. In addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings.  As described below, the Board has established a Nominating Committee and an Audit Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities.  The Independent Trustees also have engaged independent legal counsel to assist them in performing their oversight responsibilities.

 

The Board has appointed Steven N. Rappaport, an Independent Trustee, to serve in the role of Chairman. The Chairman’s role is to preside at all meetings of the Board and to act as a liaison with Credit Suisse, other service providers, counsel and other Trustees generally between meetings. The Chairman serves as a key point person for dealings between management and the Trustees.  The Chairman may also perform such other functions as may be delegated by the Board from time to time. The Board reviews matters related to its leadership structure annually.  The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over the matters under its purview and it allocates areas of responsibility among committees of Trustees and the full Board in a manner that enhances effective oversight.

 

The Fund is subject to a number of risks, including investment, compliance, operational and valuation risks, among others.  Risk oversight forms part of the Board’s general oversight of the Fund and is addressed as part of various Board and committee activities.  Day-to-day risk management functions are subsumed within the responsibilities of Credit Suisse, Credit Suisse UK and other service providers (depending on the nature of the risk), which carry out the Fund’s investment management and business affairs.  Credit Suisse, Credit Suisse UK and other service providers employ a variety of processes, procedures and controls to identify various events or circumstances that give rise to risks, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur.  Each of Credit Suisse, Credit Suisse UK and other service providers have their own independent interest in risk management, and their policies and methods of risk management will depend on their functions and business models.  The Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects.  As part of its regular oversight of the Fund, the Board interacts with and reviews reports from, among others, Credit Suisse, Credit Suisse UK, the Fund’s Chief Compliance Officer, the Fund’s independent registered public accounting firm and counsel, as appropriate, regarding risks faced by the Fund and applicable risk controls.  The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.

 

Committees and Meetings of Trustees

 

The Fund 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 Fund 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 Fund’s financial statements, the independent registered public accounting firm’s qualifications and independence, the Fund’s compliance with legal and regulatory requirements and the performance of the Fund’s independent registered public accounting firm; (b) prepares an audit committee report, if required by the SEC, to be included in the Fund’s annual proxy statement, if any; (c) oversees the scope of the annual audit of the Fund’s financial statements, the quality and objectivity of the Fund’s financial statements, the Fund’s accounting and financial reporting policies and its internal controls; (d) determines the selection, appointment, retention and termination of the Fund’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 Fund and certain other persons by such independent registered public accounting firm; and (f) acts as a liaison between the Fund’s independent registered public accounting firm and the full Board. The Audit Committee of the open-end fund complex met five times during the Fund’s fiscal year ended October 31, 2011.

 

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 Fund’s meetings of shareholders, special or annual, if any, or to fill any

 

30


 

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 of the open-end fund complex met twice during the fiscal year ended October 31, 2011.

 

The Nominating Committee will consider for nomination to the Board candidates submitted by the Fund’s shareholders or from other sources it deems appropriate. Any recommendation should be submitted to the Fund’s Secretary, c/o Credit Suisse Asset Management, LLC, One Madison Avenue, New York, NY 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 Fund 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 Fund (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 Fund is holding a shareholder meeting, any such submission, in order to be included in the Fund’s proxy statement, should be made no later than the 120th calendar day before the date the Fund’s proxy statement was released to security holders in connection with the previous year’s annual meeting or, if the Fund 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 Fund begins to print and mail its proxy statement.

 

Each Trustee who is not a director, trustee, officer or employee of Credit Suisse, State Street, CSSU or any of their affiliates receives an annual retainer of $60,000 for the open-end fund complex for four quarterly meetings and one special meeting and is reimbursed for expenses incurred in connection with his attendance at Board meetings.  The Independent Chairman of the open-end fund complex receives an aggregate annual fee of $25,000 and the chairman of the Audit Committee of the open-end fund complex receives an additional $7,500 in the aggregate.

 

Trustees’ Total Compensation for Fiscal Year Ended October 31, 2011

 

Name of Trustee

 

Trust

 

All Investment
Companies in
the Credit
Suisse Fund
Complex

 

Number of
Portfolios in
Fund Complex
Overseen by
Trustee

 

Non-Interested Trustees

 

 

 

 

 

 

 

Enrique R. Arzac

 

$

9,323

 

$

113,504

 

6

 

Jeffrey E. Garten

 

$

8,571

 

$

60,000

 

4

 

Peter F. Krogh

 

$

8,571

 

$

60,000

 

4

 

Steven N. Rappaport

 

$

11,076

 

$

119,608

 

6

 

 

As of [                   ], 2012, Trustees and officers of the Fund as a group owned of record less than 1% of the Fund’s outstanding shares.

 

Advisory Agreement

 

Credit Suisse Asset Management, LLC, One Madison Avenue, New York, New York 10010, is part of the asset management business of Credit Suisse Group AG, one of the world’s leading banks. Credit Suisse Group AG provides its clients with investment banking, private banking and asset management services worldwide.  The asset management business of Credit Suisse Group AG is comprised of a number of legal entities around the world that are subject to distinct regulatory requirements.

 

The investment advisory agreement (the “Advisory Agreement”) between the Fund 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 the Trust’s Board of Trustees or by a majority of the Fund’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 Fund in accordance with the Fund’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 Fund’s assets.  In addition to expenses that Credit Suisse may incur in performing its services

 

31


 

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 Fund 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 Fund 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 Fund; SEC fees, state Blue Sky qualification fees and any foreign qualification fees; charges of custodians and transfer and dividend disbursing agents; the Fund’s proportionate share of insurance premiums; outside auditing and legal expenses; costs of maintenance of the Fund’s existence; costs attributable to investor services, including, without limitation, telephone and personnel expenses; costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; costs of shareholders’ reports and meetings of the shareholders of the Fund and of the officers or Board of Trustees of the Trust; and any extraordinary expenses.

 

Each class of the Fund bears all of its own expenses not specifically assumed by Credit Suisse or another service provider to the Fund.  General expenses of the Fund not readily identifiable as belonging to the Fund 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 class of the Fund pays its own administration fees and may pay a different share than the other classes of other expenses, except advisory and custodian fees, if those expenses are actually incurred in a different amount by such class or if a class receives different services.

 

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 Fund 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 Fund or to shareholders of the Fund 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 Fund 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 its services to the Fund, Credit Suisse will be paid (before any waivers or reimbursements) a monthly fee computed at the annual rate of [    ]% of average daily net assets.

 

In addition to contractual waivers, Credit Suisse may voluntarily waive a portion of its fees from time to time and temporarily limit the expenses to be paid by the Fund.

 

Sub-Advisory Agreement

 

The Fund has entered into a Sub-Advisory Agreement (the “Sub-Advisory Agreement”) with Credit Suisse and Credit Suisse’s United Kingdom affiliate, Credit Suisse UK (the “Sub-Adviser”).

 

Subject to the supervision of Credit Suisse, Credit Suisse UK, in the exercise of its best judgment, will provide investment advisory assistance and portfolio management advice to the Fund .  Credit Suisse UK bears its own expenses incurred in performing services under the Sub-Advisory Agreement.

 

Credit Suisse UK is a corporation organized under the laws of England in 1982 and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The principal executive office of Credit Suisse UK is One Cabot Square, London E14 4QJ, England. Credit Suisse UK 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 UK has been in the money management business for 30 years.

 

Under the Sub-Advisory Agreement with Credit Suisse UK, Credit Suisse (not the Fund) will pay Credit Suisse UK a monthly fee computed at the annual rate of 0.15% of average daily net assets for services rendered with respect to the Fund.

 

The Sub-Advisory Agreement 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

 

32


 

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 Fund’s outstanding voting securities, as defined in the 1940 Act.  The Sub-Advisory Agreement provides 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 the Fund or Credit Suisse in connection with the matters to which the Sub-Advisory 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 Fund or Credit Suisse or to shareholders of the Fund 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.  The Sub-Advisory Agreement may be terminated without penalty on 60 days’ written notice by the Fund, Credit Suisse or the Sub-Adviser and will terminate automatically in the event of its assignment (as defined in the 1940 Act).

 

Administration Agreement

 

Credit Suisse and State Street Bank and Trust Company (“State Street”) serve as co-administrators to the Fund pursuant to separate written agreements with the Fund (the “Credit Suisse Co-Administration Agreement” and the “State Street Co-Administration Agreement,” respectively).

 

For the services provided by Credit Suisse under the Credit Suisse Co-Administration Agreement, the Fund pays Credit Suisse a fee calculated daily and paid monthly at the annual rate of 0.09% of the Fund’s average daily net assets.

 

For the services provided by State Street under the State Street Co-Administration Agreement, the Fund pays State Street a fee calculated in total for all the Credit Suisse Funds, subject to an annual minimum fee, exclusive of out-of-pocket expenses.  Each class of shares of the Fund bears its proportionate share of fees payable to State Street in the proportion that its assets bear to the aggregate assets of the Fund at the time of calculation.

 

State Street has been engaged by the Fund to act as the Fund’s securities lending agent.  The Fund’s securities lending arrangement provides that the Fund and State Street will share the income earned from securities lending activities.  Generally, the Fund will receive 85% and State Street will receive 15% of the income earned on the investment of cash collateral or any other securities lending income in accordance with the provisions of the securities lending agency agreement.

 

Portfolio Managers

 

Portfolio Managers’ Compensation

 

[The portfolio managers are compensated for their services by Credit Suisse or Credit Suisse UK, as the case may be.  Their compensation consists of a fixed base salary and a discretionary bonus that is not tied by formula to the performance of any fund or account.  The factors taken into account in determining their bonus includes the Fund’s performance, assets held in the Fund and other accounts managed by them, business growth, team work, management, corporate citizenship, etc.

 

A portion of the bonus may be paid in phantom shares of Credit Suisse Group AG 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 [and Credit Suisse UK], portfolio managers participate in Credit Suisse Group AG’s profit sharing and 401(k) plans.]

 

Potential Conflict of Interest

 

It is possible that conflicts of interest may arise in connection with the portfolio managers’ management of the Fund’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 Fund and other accounts they advise. In addition, due to differences in the investment strategies or restrictions between the Fund 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 Fund.  Credit Suisse and Credit Suisse UK have adopted policies and procedures that are designed to minimize the effects of these conflicts.

 

If Credit Suisse or Credit Suisse UK 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

 

33


 

brokerage commissions, to the extent permitted by applicable laws and regulations.  Credit Suisse or Credit Suisse UK 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 or Credit Suisse UK 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 each of Credit Suisse’s and Credit Suisse UK’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, and the client also may not benefit from any improved execution or lower commissions that may be available for such transactions.

 

Portfolio Managers’ Ownership of Securities

 

Because the Fund is new, the portfolio managers do not own shares of the Fund.

 

Registered Investment Companies; Other Pooled Investment Vehicles; Other Accounts

 

As reported to the Fund, 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 [                 ], 2012.

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John G. Popp

 

[ ]

 

$

[ ]

 

[ ]

 

$

[ ]

 

[ ]

 

$

[ ]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Andrew Marshak

 

[ ]

 

$

[ ]

 

[ ]

 

$

[ ]

 

[ ]

 

$

[ ]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas J. Flannery

 

[ ]

 

$

[ ]

 

[ ]

 

$

[ ]

 

[ ]

 

$

[ ]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David H. Lener

 

[ ]

 

$

[ ]

 

[ ]

 

$

[ ]

 

[ ]

 

$

[ ]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wing Chan

 

[ ]

 

$

[ ]

 

[ ]

 

$

[ ]

 

[ ]

 

$

[ ]

 

 

No advisory fee is based on performance for any of the accounts listed above.

 

Code of Ethics

 

The Fund, Credit Suisse, Credit Suisse UK and CSSU 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 Fund.  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 Fund; 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.

 

Custodian and Transfer Agent

 

State Street acts as the custodian for the Fund and also acts as the custodian for the Fund’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 Fund, (b) holds and transfers portfolio securities on account of the Fund, (c) makes receipts and disbursements of money on behalf of the Fund, (d) collects and receives all income and other payments and distributions for the account of the Fund’s portfolio securities held by it and (e) makes periodic reports to the Trust’s Board of Trustees concerning the Fund’s operations.  With the approval of the Board, State Street is authorized to select one or more foreign banking institutions and

 

34


 

foreign securities depositories to serve as sub-custodian on behalf of the Fund and to select one or more domestic banks or trust companies to serve as sub-custodian on behalf of the Fund.  For this service to the Fund under the Custodian Agreement, State Street receives a fee which is calculated based upon the Fund’s average daily gross assets, exclusive of transaction charges and out-of-pocket expenses, which are also charged to the Fund.  The principal business address of State Street is One Lincoln Street, Boston, Massachusetts 02111.

 

Boston Financial Data Services, Inc., an affiliate of State Street (“BFDS”), acts as the shareholder servicing, transfer and dividend disbursing agent of the Fund pursuant to separate Transfer Agency and Service Agreements, under which BFDS (i) issues and redeems shares of the Fund, (ii) addresses and mails all communications by the Fund to record owners of Fund 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 Fund’s Board concerning the transfer agent’s operations with respect to the Fund.  BFDS’s principal business address is 30 Dan Road, Canton, Massachusetts 02021-2809.

 

Proxy Voting Policies and Procedures.

 

The Fund 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 SAI.  The Fund will file 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 Fund’s Form N-PX is available (1) without charge and upon request by calling the Fund toll-free at 877-870-2874 or through Credit Suisse’s website, us-fund.credit-suisse.com and (2) on the SEC’s website at http://www.sec.gov.

 

Disclosure of Portfolio Holdings

 

The Board has adopted policies and procedures governing the disclosure of information regarding its portfolio holdings.  As a general matter, it is the Fund’s policy that no current or potential investor (or their representative) (collectively, the “Investors”) will be provided information on the Fund’s portfolio holdings on a preferential basis in advance of the provision of that information to other Investors.  The Fund’s policies apply to all of the Fund’s service providers that, in the ordinary course of their activities, come into possession of information about the Fund’s portfolio holdings.

 

The Fund’s policies and procedures provide that information regarding the Fund’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 Fund’s policies and procedures when the disclosure of such information is considered by the Fund’s officers to be consistent with the interests of Fund shareholders.  In the event of a conflict of interest between the Fund, 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 Fund’s officers will seek to resolve any conflict of interest in favor of the Fund’s interests.  In the event that a Fund officer is unable to resolve such conflict, the matter will be referred to the Fund’s Audit Committee for resolution.

 

The Fund’s policies further provide that in some instances, it may be appropriate for the Fund 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 Fund’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 Fund shares based on the information.

 

Neither the Fund, the Adviser, officers of the Fund nor employees of its service providers will receive any compensation in connection with the disclosure of Portfolio-Related Information.  However, the Fund reserves the right to charge a nominal processing fee, payable to the Fund, to nonshareholders requesting Portfolio-Related Information.  This fee is designed to offset the Fund’s costs in disseminating data regarding such information.  All Portfolio-Related Information will be based on information provided by State Street, as the Fund’s co-administrator/accounting agent.

 

Disclosure of Portfolio-Related Information may be authorized only by executive officers of the Fund and Credit Suisse.  The 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 Fund provides a full list of its holdings as of the end of each calendar month on its website, http://us-fund.credit-suisse.com, 30 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.

 

35


 

The Fund and Credit Suisse have ongoing arrangements to disclose Portfolio-Related Information to service providers to the Fund that require access to this information to perform their duties to the Fund.  Set forth below is a list, as of [February 1, 2012], of those parties with which Credit Suisse, on behalf of the Fund, 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

 

 

 

 

 

RiskMetrics Group (formerly Institutional Shareholder Services) (proxy voting service and filing of class action claims)

 

As necessary

 

None

 

 

 

 

 

Interactive Data Corp. (pricing service)

 

Daily

 

None

 

 

 

 

 

BFDS (transfer agent)

 

As necessary

 

None

 

 

 

 

 

Citibank N.A. (or any of its affiliates) (administration services to the Adviser)

 

Daily

 

None

 

In addition, Portfolio-Related Information may be provided as part of the Fund’s ongoing operations to: the Board; [                              ], its independent registered public accounting firm (“[      ]”); Willkie Farr & Gallagher LLP, counsel to the Fund; Drinker Biddle & Reath LLP, counsel to the Fund’s Independent Trustees; broker-dealers in connection with the purchase or sale of Fund 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 the Fund provides Portfolio-Related Information, either by explicit agreement or by virtue of the nature of their duties to the Fund, are required to maintain the confidentiality of the information disclosed.

 

On an ongoing basis, the Fund 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 Fund 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 Fund 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

 

 

 

 

 

Investment Company Institute

 

Monthly

 

6 th  business day of following month

 

 

 

 

 

Lipper

 

Monthly

 

3 rd  business day of following month

 

 

 

 

 

Morningstar

 

Monthly

 

2 nd  business day of following month

 

 

 

 

 

Strategic Insight

 

Monthly

 

3 rd  business day of following month

 

 

 

 

 

Thomson Reuters

 

Monthly

 

2 nd  business day of following month

 

The Fund may also disclose to an issuer the number of shares of the issuer (or percentage of outstanding shares) held by the Fund.

 

The ability of the Fund and the Adviser to effectively monitor compliance by third parties with their confidentiality agreements is limited, and there can be no assurance that the Fund’s policies on disclosure of Portfolio-Related Information will protect the Fund from the potential misuse of that information by individuals or firms in possession of that information.

 

36


 

Distribution and Shareholder Servicing

 

CSSU is the distributor of the Fund’s shares and offers the Fund’s shares on a continuous basis.  CSSU’s principal business address is One Madison Avenue, New York, New York 10010.

 

Class A and Class C Shares.

 

Pursuant to Rule 12b-1 adopted by the SEC under the 1940 Act, the Fund has a Distribution Agreement (the “Distribution Agreement”) and a Rule 12b-1 Plan for the Fund to permit the Fund directly or indirectly to pay expenses associated with the distribution of shares and the servicing of accounts.

 

Pursuant to the provisions of the 12b-1 Plans and the Distribution Agreement, the Fund pays a distribution services fee each month to CSSU, with respect to Class A and Class C shares of the Fund, at an annual rate of up to 0.25% and 1%, respectively.

 

Distribution and service fees on Class A and C shares are used to pay CSSU to promote the sale of shares and the servicing of accounts of the Fund.  CSSU also receives sales charges as compensation for its expenses in selling shares, including the payment of compensation to financial representatives.

 

The expenses incurred by CSSU under the 12b-1 Plans for Class A and C shares include the preparation, printing and distribution of prospectuses, sales brochures and other promotional materials sent to prospective shareholders.  They also include purchasing radio, television, newspaper and other advertising and compensating CSSU’s employees or employees of the distributor’s affiliates for their distribution assistance.

 

With respect to sales of the Fund’s Class A or Class C shares through a broker-dealer, financial intermediary or financial institution (each a “financial representative”), CSSU pays the financial representative a concession at the time of sale. In addition, an ongoing maintenance fee is typically paid to financial representatives on sales of Class A and Class C shares.  The payments to the financial representatives will continue to be paid for as long as the related assets remain in the Fund.

 

Under the Distribution Agreement, Credit Suisse may make payments to CSSU from Credit Suisse’s own resources, which may include the management fees paid by the Fund.  In addition to the concession and maintenance fee paid to financial representatives, CSSU or its affiliates may from time to time pay additional compensation on a one time or ongoing basis to intermediaries in connection with the sale of shares.  Such payments, which are sometimes referred to as revenue sharing, may be associated with the status of the 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 the 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 the Fund.  On some occasions, such compensation will be conditioned on the sale of a specified minimum dollar amount of the shares of the 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 amount in lieu of such payments.

 

In addition to these payments described above, CSSU or its affiliates may offer other sales incentives in the form of sponsorship of educational or client seminars relating to current products and issues, assistance in training and educating the intermediary’s personnel, and/or entertainment or meals.  These payments also may include, at the direction of a retirement plan’s named fiduciary, amounts to intermediaries for certain plan expenses or otherwise for the benefit of plan participants and beneficiaries.  As permitted by applicable law, CSSU or its affiliates may pay or allow other incentives or payments to intermediaries.

 

Payments may be based on current or past sales, current or historical assets or a flat fee for specific services provided. In some circumstances, such payments may create an incentive for an intermediary or its employees or associated persons to sell shares of a Fund to you instead of shares of funds offered by competing fund families.

 

Current revenue sharing payments have various structures and typically may be made in one or more of the following forms: asset-based payments, flat fees or minimum aggregate fees.

 

General.   Each 12b-1 Plan will continue in effect for so long as its continuance is specifically approved at least annually by the Fund’s Board, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the 12b-1 Plans (“Independent Trustees”).  Any material amendment of any of the 12b-1 Plans would require the approval of the Board in the same manner.  The 12b-1 Plans may not be amended to increase materially the amount to be spent thereunder without shareholder approval of the relevant class of shares.  Each of the 12b-1 Plans may be

 

37


 

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 relevant class of shares.

 

CSSU provides the Board of the Fund with periodic reports of amounts spent under the 12b-1 Plans and the purposes for which the expenditures were made.

 

Organization of the Fund

 

Credit Suisse Opportunity Funds (previously the Credit Suisse Warburg Pincus Opportunity Funds) (the “Opportunity Funds”) was formed on May 31, 1995 as a business trust under the laws of the State of Delaware.  Opportunity Funds is an open-end management investment company.  It currently offers shares of four series: Credit Suisse Floating Rate High Income Fund, Credit Suisse Liquid Alternative Fund, Credit Suisse Strategic Income Fund and Credit Suisse Liquid Managed Futures Strategy Fund.  The Opportunity Funds have an unlimited number of authorized shares of beneficial interest, par value $.001 per share, which may, without shareholder approval, be divided into an unlimited number of series and an unlimited number of classes.  The Fund offers three classes of shares: Class A shares, Class C shares and Class I shares.  Unless otherwise indicated, references to the “Fund” apply to each class of shares of the Fund.

 

The Agreement and Declaration of Trust provides that no Trustee, officer, employee or agent of the Opportunity Funds is liable to the Fund or to a shareholder, nor is any Trustee, officer, employee or agent liable to any third person in connection with the affairs of the Fund, except as such liability may arise from his or its own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties.  It also provides that all third parties shall look solely to the property of the appropriate fund for satisfaction of claims arising in connection with the affairs of an Fund.  With the exceptions stated, the Agreement and Declaration of Trust permits the Trustees to provide for the indemnification of Trustees, officers, employees or agents of the Opportunity Funds against all liability in connection with the affairs of the Opportunity Funds.

 

All shares of the Opportunity Funds when duly issued will be fully paid and non-assessable.  The Trustees are authorized to re-classify and issue any unissued shares to any number of additional series without shareholder approval.  Accordingly, the Trustees in the future, for reasons such as the desire to establish one or more additional series with different investment objectives, policies, risk considerations or restrictions, may create additional series or classes of shares.  Any issuance of shares of such additional series would be governed by the Act and the laws of the State of Delaware.

 

Investors in the Fund are entitled to one vote for each full share held and fractional votes for fractional shares held.  Shareholders of the Fund will vote in the aggregate except where otherwise required by law and except that each class will vote separately on certain matters pertaining to its distribution and shareholder servicing arrangements.  There will normally be no meetings of investors for the purpose of electing members of the Board unless and until such time as less than a majority of the members holding office have been elected by investors.  Any Trustee of the Fund may be removed from office upon the vote of shareholders holding at least a majority of the Fund’s outstanding shares, at a meeting called for that purpose.  A meeting will be called for the purpose of voting on the removal of a Board member at the written request of holders of 10% of the outstanding shares of the Fund.

 

The Fund’s charter authorizes the Fund 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 Fund.  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 capital stock, (b) a decision to combine the assets belonging to, or attributable to, shares of a particular class or classes of capital stock with those belonging to, or attributable to, another class (or classes) of capital stock, (c) a decision to sell the assets belonging to, or attributable to, a particular class or classes of capital stock to another registered investment company in exchange for securities issued by the other registered investment company, or (d) a decision to liquidate the Fund or the assets belonging to, or attributable to, the particular classes or classes of capital stock (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 Fund 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 fund 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 Delaware law.  A fund generally will provide prior notice of any such transaction except in extraordinary circumstances.

 

38


 

The Fund sends to its investors a semiannual report and an audited annual report, each of which includes a list of the investment securities held by the Fund and a statement of the performance of the Fund.  Periodic listings of the investment securities held by the Fund, as well as certain statistical characteristics of the Fund, may be obtained on the Credit Suisse Funds web site at us-fund.credit-suisse.com.

 

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

 

The offering price of the Fund’s shares is equal to the per share net asset value of the relevant class of shares of the Fund, plus, in the case of Class A shares of the Fund, any applicable sales charges.

 

As a convenience to the investor and to avoid unnecessary expense to the Fund, share certificates representing shares of the Fund are not issued.

 

Brokerage firms and other intermediaries which have entered into the appropriate selling or service agreement with the Fund are authorized to accept orders on the Fund’s behalf.  A brokerage firm acting on behalf of a customer in connection with transactions in Fund shares is subject to the same legal obligations imposed on it generally in connection with transactions in securities for a customer, including the obligation to act promptly and accurately.

 

Class A, Class C and Class I Shares may be purchased through a brokerage firm, other financial intermediary, or through the Fund. Prospective investors should discuss their investment with their financial advisor before making a purchase to be sure the Fund is appropriate. To make direct investments, you must open an account with the Fund and send payment for your shares either by mail or through a variety of other purchase options offered by the Fund. If you do not list a financial advisor and his/her brokerage firm on the account application, the Distributor is designated as the broker of record, but solely for purposes of acting as your agent to purchase shares.

 

To purchase shares directly from the Fund, contact the Fund to obtain an application.  Complete the application and mail it to the Fund along with a check payable to Credit Suisse Family of Funds; by regular mail: Credit Suisse Funds, P.O. Box 55030, Boston, MA 02205-5030 or overnight mail Credit Suisse Funds, c/o Boston Financial Data Services, Inc., 30 Dan Road, Canton, MA 02021-2809.

 

The Fund accepts all purchases by mail subject to collection of checks at full value and conversion into federal funds. To make a subsequent purchase, mail a check to the address above with a letter describing the investment or with the additional investment portion of a confirmation statement. Checks for subsequent purchases should be payable to Credit Suisse Family of Funds and should clearly indicate your account number. Please call the Funds at 1-877-870-2874 with any questions regarding purchases by mail.

 

The Fund cannot accept “starter” checks that do not have your name preprinted on them.  The Fund also cannot accept checks payable to you or to another party and endorsed to the order of the Fund.  These types of checks will be returned to you and your purchase order will not be processed.

 

Prospective investors in Class I shares may be required to provide documentation to determine their eligibility to purchase Class I shares.

 

Each shareholder receives a quarterly account statement, as well as a statement after any transaction that affects the shareholder’s account balance or share registration (other than distribution reinvestments and automatic transactions such as the Automatic Monthly Investment Plan and Automatic Withdrawal Plan).

 

Class A Shares and Class C Shares.   Class A shares and Class C shares generally are designed for investors seeking the advice of financial representatives.  All purchases of Class A shares and Class C shares are confirmed to each shareholder and are credited to such shareholder’s account at net asset value after receipt in good order and deduction of any applicable sales charge.

 

Class A shares of the Fund are sold to investors at the public offering price, which is the net asset value plus the applicable sales charge (unless you are entitled to a waiver):

 

39


 

Initial Sales Charge — Class A

 

Amount Purchased

 

As a % of
Amount
Invested

 

As a % of
Offering
Price

 

Commission to
Financial
Representative as a
% of Offering Price

 

 

 

 

 

 

 

 

 

Less than $50,000

 

4.99

%

4.75

%

4.25

%

$50,000 to less than $100,000

 

4.71

%

4.50

%

4.00

%

$100,000 to less than $250,000

 

3.63

%

3.50

%

3.25

%

$250,000 to less than $500,000

 

2.56

%

2.50

%

2.25

%

$500,000 to less than $1,000,000

 

2.04

%

2.00

%

1.75

%

$1,000,000 or more

 

0

*

0

 

1.00

%**

 


*

 

On purchases of $1,000,000 or more, there is no initial sales charge although there could be a Limited CDSC (as described in the Prospectus ).

 

 

 

**

 

The distributor may pay a financial representative a fee as follows: up to 0.50% on purchases up to and including $10 million, up to 0.25% on the next $40 million and up to 0.125% on purchase amounts over $50 million.

 

From time to time, the distributor may re-allow the full amount of the sales charge to brokers as a commission for sales of such shares.  Members of the selling group may receive up to 90% of the sales charge and may be deemed to be underwriters of the Fund as defined in the Securities Act of 1933, as amended.

 

General. Investment dealers and other firms provide varying arrangements for their clients to purchase and redeem the Fund’s shares.  Some may establish higher minimum investment requirements than set forth in the Prospectus .  Firms may arrange with their clients for other investment or administrative services.  Such firms may independently establish and charge additional amounts to their clients for such services, which charges would reduce the client’s return.  Firms also may hold the Fund’s shares in nominee or street name as agent for and on behalf of their customers.  In such instances, the Fund’s transfer agent will have no information with respect to or control over the accounts of specific shareholders.  Such shareholders may obtain access to their accounts and information about their accounts only from their firm.  Certain of these firms may receive compensation from the Fund and/or from CSSU or an affiliate for record keeping and other expenses relating to these nominee accounts.  In addition, certain privileges with respect to the purchase and redemption of shares or the reinvestment of dividends may not be available through such firms.  Some firms may have access to their clients’ direct Fund accounts for servicing including, without limitation, transfers of registration and dividend payee changes; and may perform functions such as generation of confirmation statements and disbursements of cash dividends.  Such firms may receive compensation from the Fund and/or from CSSU or an affiliate for these services.  The Prospectus should be read in connection with such firms’ material regarding their fees and services.

 

Redemptions

 

General .  Shares of the Fund may be redeemed at a redemption price equal to the net asset value per share, as next computed as of the regular trading session of the NYSE following the receipt in proper form by the Fund of the shares tendered for redemption, less any applicable contingent deferred sales charge in the case of Class C shares of the Fund, and certain redemptions of Class A shares of the Fund.

 

Under the 1940 Act, the Fund may suspend the right to 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 by rule or regulation) an emergency exists as a result of which disposal or valuation of Fund securities is not reasonably practicable, or for such other periods as the SEC may permit.  (The Fund may also suspend or postpone the recordation of the transfer 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 Fund 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 Fund has elected, however, to be governed by Rule 18f-1 under the 1940 Act as a result of which the Fund 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 the Fund at the beginning of the period.

 

Automatic Cash Withdrawal Plan .  An automatic cash withdrawal plan (the “Plan”) is available to shareholders who wish to receive specific amounts of cash periodically.  Withdrawals may be made under the Plan by redeeming as many shares of

 

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the Fund as may be necessary to cover the stipulated withdrawal payment.  To the extent that withdrawals exceed dividends, distributions and appreciation of a shareholder’s investment in the Fund, there will be a reduction in the value of the shareholder’s investment and continued withdrawal payments may reduce the shareholder’s investment and ultimately exhaust it.  Withdrawal payments should not be considered as income from investment in the Fund.  As described in the Prospectus , certain withdrawals under the Plan for the holder of Class A shares and Class C shares of the Fund may be subject to a deferred sales charge.

 

Contingent Deferred Sales Charge — General .  Class C shares are subject to a CDSC of 1% during the first year. Assume that an investor makes a single purchase of $10,000 of the Fund’s Class C shares and that 11 months later the value of the shares has grown by $1,000 through reinvested dividends and by an additional $1,000 of share appreciation to a total of $12,000.  If the investor were then to redeem the entire $12,000 in share value, the contingent deferred sales charge would be payable only with respect to $10,000 because neither the $1,000 of reinvested dividends nor the $1,000 of share appreciation is subject to the charge.

 

The rate of the contingent deferred sales charge is determined by the length of the period of ownership.  Investments are tracked on a monthly basis.  The period of ownership for this purpose begins on the last day of the month in which the order for the investment is received.  In the event no specific order is requested when redeeming shares subject to a contingent deferred sales charge, the redemption will be made first from shares representing reinvested dividends and then from the earliest purchase of shares.  CSSU receives any contingent deferred sales charge directly.

 

A limited Contingent Deferred Sales Charge (“Limited CDSC”) is imposed by the Fund upon redemptions of Class A shares made within 12 months of purchase, if such purchases were made at net asset value on a purchase of $1,000,000 or more and the distributor paid any commission to the financial representative.  The Limited CDSC also applies to redemptions of shares of other funds into which such Class A share are exchanged.

 

Redemption Fee.   The Fund imposes a 2.00% redemption fee (short-term trading fee) on shares redeemed or exchanged within 30 days from the date of purchase.  This fee is calculated based on the shares’ aggregate net asset value on the date of redemption and deducted from the redemption proceeds. The fee is paid to the Fund to offset costs associated with short-term trading. For purposes of computing the redemption fee, any shares purchased through reinvestment of dividends or distributions will be redeemed first without charging the fee, followed by the shares held longest.

 

The redemption fee is not applicable to the following types of redemptions:

 

·                   redemptions pursuant to automatic monthly, quarterly, semi-annual or annual withdrawals of $250 or more

·                   minimum required distributions from retirement plan accounts for shareholders 70 1 / 2  and older. The maximum amount subject to this waiver is based only upon the shareholder’s retirement accounts in Credit Suisse funds

·                   hardship withdrawals, upon receipt of appropriate documentation

·                   redemptions upon the death or disability of the shareholder, plan participant or beneficiary. “Disability” means a total disability as evidenced by a determination by the U.S. Social Security Administration

·                   returns of an excess contribution or deferral amount, pursuant to Sections 408(d)(4) or (5), 401(k)(8), 402(g)(2), or 401(m)(6) of the Internal Revenue Code

·                   involuntary redemptions resulting from a shareholder’s failure to maintain a minimum investment in the Fund

·                   redemptions and exchanges effected by other mutual funds holding shares of the Fund

·                   redemptions from certain asset allocation programs that offer automatic re-balancing; wrap-fee accounts, or similar types of accounts or programs; and certain types of 401(k) or other retirement accounts that provide default investment options

·                   otherwise as Credit Suisse or the Fund may determine in their sole discretion

 

As noted above, the redemption fee is applicable to Fund shares purchased through a financial intermediary. In these circumstances, the Fund relies on the financial intermediary to assess the fee.  Financial intermediaries that maintain omnibus accounts with the Fund may calculate redemption fees differently from the Fund.  If you are investing in Fund shares through an intermediary, you should contact the intermediary for more information on any differences in how the redemption fee may be applied to your investment in the Fund.

 

The Fund may not be able to impose and/or collect the redemption fee on redemptions or exchanges by shareholders who invest through financial intermediaries that currently do not have the ability to assess or collect the redemption fee. The Fund may continue to make its shares available through such financial intermediaries. The Fund also may make its shares available through financial intermediaries that implement their own policies and procedures to detect and prevent market timing, which policies do not provide for the assessment of a redemption fee.

 

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Due to these limitations on the assessment of the redemption fee, the Fund’s use of redemption fees may not fully eliminate excessive short-term trading in Fund shares or insulate long-term shareholders from associated costs or other dilution of the value of Fund shares.

 

The Board of Trustees of the Fund approved the redemption fee to limit the disruptive effects on the portfolio management of the Fund that result from “market timing” of the Fund’s shares. Market timing of large dollar amounts can make it difficult to implement investment strategies because the portfolio managers cannot predict how much cash the Fund will have to invest. The Fund continues to reserve all rights, including the right to refuse any purchase request (including requests to purchase by exchange) from any person or group who, in the Fund’s view, is likely to engage in excessive trading.

 

EXCHANGE PRIVILEGE

 

An exchange privilege with certain other funds advised by Credit Suisse is available to investors in the Fund.  A Class I shareholder may exchange Class I shares of the Fund for Class I shares of another Credit Suisse Fund at their respective net asset values.  Exchanges of Class I shares as described above will be effected without a sales charge.  A Class A or Class C shareholder of the Fund may exchange those shares for shares of the same class of another Credit Suisse Fund at their respective net asset values, subject to payment of any applicable sales charge differential.  Not all Credit Suisse Funds offer all classes of shares.

 

If an exchange request is received by Credit Suisse Funds or their agent prior to the close of regular trading on the NYSE, the exchange will be made at the Fund’s net asset value determined at the end of that business day.  Exchanges must satisfy the minimum dollar amount necessary for new purchases and, except for exchanges of Class A shares or Class C shares, will be effected without a sales charge.  The Fund may refuse exchange purchases at any time without prior notice.

 

The exchange privilege is available to shareholders residing in any state in which the shares being acquired may legally be sold.  When an investor effects an exchange of shares, the exchange is treated for U.S. federal income tax purposes as a redemption.  Therefore, the investor may realize a taxable gain or loss in connection with the exchange.  Investors wishing to exchange shares of the Fund for shares in another Credit Suisse Fund should review the prospectus of the other fund prior to making an exchange.  For further information regarding the exchange privilege or to obtain a current prospectus for another Credit Suisse Fund, an investor should contact Credit Suisse Funds at 877-870-2874.

 

The Fund reserves the right to refuse exchange purchases by any person or group if, in the Adviser’s judgment, the Fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.  Examples of when an exchange purchase could be refused are when the Fund receives or anticipates receiving large exchange orders at or about the same time and/or when a pattern of exchanges within a short period of time (often associated with a “market timing” strategy) is discerned.  The Fund reserves the right to terminate or modify the exchange privilege at any time upon 60 days notice to shareholders.

 

The Fund reserves the right to refuse any purchase or exchange request, including those from any person or group who, in the Fund’s view, is likely to engage in excessive or short-term trading.  If the Fund rejects an exchange, your redemption will be priced at the next-computed NAV.  In determining whether to accept or reject a purchase or exchange request, the fund considers the historical trading activity of the account making the trade, as well as the potential impact of any specific transaction on the Fund and its shareholders.  The Fund is intended to be a longer-term investment and not a short-term trading vehicle.  Because excessive or short-term trading can hurt the Fund and its shareholders, the Fund tries to identify persons and groups who engage in market timing and reject purchase or exchange orders from them.  However, the Fund’s efforts to curb market timing may not be entirely successful.  In particular, the Fund’s ability to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by financial intermediaries, such as brokers, retirement plan accounts and fee based-program accounts, is limited to those instances in which the financial intermediary discloses the underlying shareholder accounts.  As a result, the Fund may not be able to identify excessive or short-term trading and refuse such purchase or exchange requests.  Depending on the portion of Fund shares held through omnibus accounts (which may represent most of Fund shares), market timing could adversely affect shareholders.

 

Conversions .  Shareholders may be able to convert their shares to a different share class that has a lower expense ratio provided certain conditions are met. This conversion feature is intended for shares held through a financial intermediary offering an investment program with an all-inclusive fee, such as a wrap fee or other fee-based program that has an agreement with Credit Suisse or CSSU specific for this purpose. In such instance, your shares may be automatically converted under certain circumstances. Generally, Class C shares are not eligible for conversion until the applicable CDSC period has expired. Class I shares may be converted to Class A shares or may be redeemed if you cease to satisfy the Class I share eligibility requirements. Please contact your financial intermediary for additional information.

 

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ADDITIONAL INFORMATION CONCERNING TAXES

 

The following is a summary of certain material U.S. federal income tax considerations regarding the purchase, ownership and disposition of shares of the Fund 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 Fund or to all categories of investors, some of which may be subject to special tax rules.  Each prospective shareholder is urged to consult his own tax adviser with respect to the specific federal, state, local and foreign tax consequences of investing in the Fund.  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 Fund

 

The Fund intends to continue to qualify as a regulated investment company (“RIC”) each taxable year under the Code.  To so qualify, the Fund 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, 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 Fund’s taxable year, (i) at least 50% of the market value of the Fund’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 Fund’s assets and not greater than 10% of the outstanding voting stock 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 Fund 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.

 

The Fund may be able to cure a failure to derive 90% of its income from the sources specified above or a failure to diversify its holdings in the manner described above by paying a tax and/or by disposing of certain assets.  If, in any taxable year, the Fund fails one of these tests and does not timely cure the failure, the Fund will be taxed in the same manner as an ordinary corporation and distributions to its shareholders will not be deductible by the fund in computing its taxable income.

 

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 any interest in a qualified publicly traded partnership.  Fund investments in partnerships, including in qualified publicly traded partnerships, may result in the Fund’s being subject to state, local or foreign income, franchise or withholding tax liabilities.

 

As a regulated investment company, the Fund will not be subject to U.S. 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 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 Fund will be subject to income tax at regular corporate rates on any taxable income or gains that it does not distribute to its shareholders.

 

The Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income.  The Board will determine annually whether to distribute any net realized long-term capital gains in excess of net realized short-term capital losses (including any capital loss carryovers).  The Fund currently expects to distribute any such excess annually to its shareholders.  However, if the Fund retains for investment an amount equal to all or a portion of its net long-term capital gains in excess of its net short-term capital losses and capital loss carryovers, it will be subject to a corporate tax (currently at a rate of 35%) on the amount retained.  In that event, the Fund will report such retained amounts as undistributed capital gains in a notice to its shareholders who (a) will be required to include in income for U.S. federal income tax purposes, as long-term capital gains, their proportionate shares of the undistributed amount, (b) will be entitled to credit their proportionate shares of the 35% tax paid by the Fund on the undistributed amount against their own U.S. federal income tax liabilities, if any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be entitled to increase their tax basis, for U.S. federal income tax purposes, in their shares by an amount equal to 65% of the amount of undistributed capital gains included in the shareholder’s income.  Organizations or persons not subject to federal income tax on such capital gains will be entitled to a refund of their pro rata share of such taxes paid by the Fund upon filing appropriate returns or claims for refund with the IRS.

 

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In certain situations, the Fund may, for a taxable year, defer all or a portion of its net capital loss realized after October and its late-year ordinary loss (defined as the excess of post-October foreign currency and PFIC losses and other post-December ordinary losses over post-October foreign currency and PFIC gains and other post-December ordinary income) 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 (or December) may affect the tax character of shareholder distributions.

 

The Code imposes a 4% nondeductible excise tax on the Fund to the extent the Fund 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) 98.2% 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 ordinary income or capital gain net income retained by the Fund 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 Fund 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 Fund 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 Fund in computing its taxable income.  In addition, in the event of a failure to qualify, the Fund’s distributions, to the extent derived from the Fund’s current or accumulated earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, will be taxable to shareholders as ordinary income.  However, such distributions would be eligible (i) to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii) for the dividends received deduction in the case of corporate shareholders.  If the Fund 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.  Moreover, if the Fund failed to qualify as a regulated investment company for a period greater than two taxable years, the Fund may be required to recognize any net built-in gains (the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized if the Fund had been liquidated) if it qualifies as a regulated investment company in a subsequent year.

 

Special Tax Considerations

 

The following discussion relates to the particular federal income tax consequences of the investment policies of the Fund.

 

The Fund’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 Fund ( i.e. , may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer Fund losses.  These rules could therefore affect the character, amount and timing of distributions to shareholders.  These provisions also (a) will require the Fund 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 Fund 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 Fund 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 Fund as a regulated investment company.

 

Zero Coupon Securities .  The Fund’s investments in zero coupon securities, if any, may create special tax consequences.  Zero coupon securities do not make interest payments; however, a portion of the difference between a zero coupon security’s face value and its purchase price is imputed as income to the Fund each year even though the Fund receives no cash distribution until maturity.  Under the U.S. federal income tax laws, the Fund 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 Fund.

 

Constructive Sales .  The so-called “constructive sale” provisions of the Code apply to activities by the Fund 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 futures or forward contract.  The entry into a short sale 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 Fund holds an offsetting (short) appreciated position in the stock or

 

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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 Fund to recognize taxable income from these offsetting transactions in excess of the cash generated by such activities.

 

Straddles.   The options transactions that the Fund enters into, if any, 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 Fund.  In addition, losses realized by the Fund 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 Fund 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 Fund must make in order to avoid the federal excise tax.  Furthermore, in determining its investment company taxable income and ordinary income, the Fund 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 Fund of holding straddle positions may be further affected by various elections provided under the Code and Treasury regulations, but at the present time the Fund is uncertain which (if any) of these elections it will make.

 

Options and Section 1256 Contracts .  If the Fund 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 Fund will generally recognizes short-term capital gain.  If the option is exercised, the premium is included in the consideration received by the Fund in determining the capital gain or loss recognized in the resultant sale.  However, the Fund’s investments in so-called “section 1256 contracts,” if any, 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 Fund 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 Fund 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 Fund must make to avoid the federal excise tax.

 

The Fund 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 Fund that are not section 1256 contracts.

 

Short Sales.  In general, gain or loss on a short sale is recognized when the Fund 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 the Fund’s hands.  Except with respect to certain situations where the property used by the Fund 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 the Fund.  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 Fund for more than one year.  In general, the Fund 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, the Fund may make or receive periodic net payments.  It 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 Fund 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 Fund may be required to treat amounts as taxable income or gain, subject to the distribution requirements referred to above, even though no corresponding amounts of cash are received concurrently, as a result of (1) mark-to-market or constructive sale rules or rules applicable to partnerships or trusts in which the Fund invests or to certain options, futures or forward

 

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contracts, or “appreciated financial positions” or (2) the inability to obtain cash distributions or other amounts due to currency controls or restrictions on repatriation imposed by a non-U.S. country with respect to the Fund’s investments (including through depositary receipts) in issuers in such country or (3) tax rules applicable to debt obligations acquired with “original issue discount,” including zero-coupon or deferred payment bonds and pay-in-kind debt obligations, or to market discount if an election is made with respect to such market discount. The Fund may therefore be required to obtain cash to be used to satisfy these distribution requirements by selling securities at times that it might not otherwise be desirable to do so or borrowing the necessary cash, thereby incurring interest expenses.

 

Income from some derivatives not used as a hedge or otherwise derived with respect to the Fund’s business of investing in securities may not meet the 90% qualifying income requirement of the Code.  If such income, and other non-qualifying income, were to exceed 10% of the Fund’s income, the Fund would not qualify as a regulated investment company for U.S. federal income tax purposes.

 

Foreign Currency Transactions .  In general, gains from transactions involving foreign currencies and from foreign currency options, foreign currency futures and forward foreign exchange contracts relating to investments in stock, securities or foreign currencies will be qualifying income for purposes of determining whether the Fund qualifies as a RIC.  It is currently unclear, however, who will be treated as the issuer of a foreign currency instrument or how foreign currency options, futures or forward foreign currency contracts will be valued for purposes of the asset diversification requirement described above.

 

Under section 988 of the Code, special rules are provided for certain transactions in a foreign currency other than the taxpayer’s functional currency ( i.e. , unless certain special rules apply, currencies other than the U.S. dollar).  In general, foreign currency gains or losses from certain forward contracts, from futures contracts that are not “regulated futures contracts,” from unlisted options, and from the disposition of debt securities denominated in foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates will be treated as ordinary income or loss.  In certain circumstances where the transaction is not undertaken as part of a straddle, the Fund may elect capital gain or loss treatment for such transactions.  Alternatively, the Fund may elect ordinary income or loss treatment for transactions in futures contracts and options on foreign currency that would otherwise produce capital gain or loss.  In general gains or losses from a foreign currency transaction subject to section 988 of the Code will increase or decrease the amount of the Fund’s investment company taxable income available to be distributed to shareholders as ordinary income, rather than increasing or decreasing the amount of the Fund’s net capital gain.  Additionally, if losses from a foreign currency transaction subject to section 988 of the Code exceed other investment company taxable income during a taxable year, the Fund will not be able to make any ordinary dividend distributions, and any distributions made before the losses were realized but in the same taxable year would be recharacterized as a return of capital to shareholders, thereby reducing each shareholder’s basis in his shares.

 

Tax Credit Bonds . If the Fund holds (directly or indirectly) one or more “tax credit bonds” (defined below) on one or more specified dates during the Fund’s taxable year, and the Fund satisfies the minimum distribution requirement, the Fund may elect for U.S. federal income tax purposes to pass through to shareholders tax credits otherwise allowable to the Fund for that year with respect to such bonds. A tax credit bond is defined in the Code as a “qualified tax credit bond” (which includes a qualified forestry conservation bond, a new clean renewable energy bond, a qualified energy conservation bond, or a qualified zone academy bond, each of which must meet certain requirements specified in the Code), a “build America bond” or certain other specified bonds. If the fund were to make an election, a shareholder of the fund would be required to include in income and would be entitled to claim as a tax credit an amount equal to a proportionate share of such credits. Certain limitations may apply on the extent to which the credit may be claimed.

 

Foreign Taxes.  Dividends and interest (and in some cases, capital gains) received by the Fund 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 Fund expects that it 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 for such taxes on their own tax returns.  Foreign taxes paid by the Fund will reduce the return from the Fund’s investments.

 

Taxation of U.S. Shareholders

 

Dividends and Distributions.  Dividends and other distributions by the Fund are generally treated under the Code as received by the shareholders at the time the dividend or distribution is made.  However, any dividend or distribution declared by the Fund in October, November or December of any calendar year and payable to shareholders of record on a specified date in such a month shall be deemed to have been received by each shareholder on December 31 of such calendar year and to have been paid by the Fund not later than such December 31, provided that such dividend is actually paid by the Fund during January of the following calendar year.

 

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Distributions of net realized long-term capital gains, if any, that the Fund reports as capital gains dividends are taxable as long-term capital gains, whether paid in cash or in shares and regardless of how long a shareholder has held shares of the Fund.  All other dividends of the Fund (including dividends from short-term capital gains) from its current and accumulated earnings and profits are generally subject to tax as ordinary income.  Because the Fund invests primarily in fixed income securities, it does not expect that a significant portion of its dividends will be treated as “qualified dividend income,” which is generally eligible for taxation for individual shareholders at the rates applicable to long-term capital gains (currently at a maximum rate of 15%).

 

Dividends and distributions paid by the Fund (except for the portion thereof, if any, attributable to dividends on stock of U.S. corporations received by the Fund) will not qualify for the deduction for dividends received by corporations.  Distributions in excess of the Fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as a tax-free return of capital, to the extent of a shareholder’s basis in his shares of the Fund, and as a capital gain thereafter (if the shareholder holds his shares of the Fund as capital assets).  Shareholders receiving dividends or distributions in the form of additional shares should be treated for U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of money that the shareholders receiving cash dividends or distributions will receive, and should have a cost basis in the shares received equal to such amount.

 

Investors considering buying shares just prior to a dividend or capital gain distribution should be aware that, although the price of shares just purchased at that time may reflect the amount of the forthcoming distribution, such dividend or distribution may nevertheless be taxable to them.  If the Fund is the holder of record of any stock on the record date for any dividends payable with respect to such stock, such dividends are included in the Fund’s gross income not as of the date received but as of the later of (a) the date such stock became ex-dividend with respect to such dividends ( i.e ., the date on which a buyer of the stock would not be entitled to receive the declared, but unpaid, dividends) or (b) the date the Fund acquired such stock.  Accordingly, in order to satisfy its income distribution requirements, the Fund may be required to pay dividends based on anticipated earnings, and shareholders may receive dividends in an earlier year than would otherwise be the case.

 

Certain types of income received by the Fund from real estate investment trusts (“REITs”), real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the Fund to report some or all of its distributions as “excess inclusion income.” To Fund shareholders such excess inclusion income may (1) constitute taxable income, as “unrelated business taxable income” (“UBTI”) for those shareholders who would otherwise be tax-exempt such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (2) not be offset by otherwise allowable deductions for tax purposes; (3) not be eligible for reduced U.S. withholding for non-U.S. shareholders even from tax treaty countries; and (4) cause the Fund to be subject to tax if certain “disqualified organizations” as defined by the Code are Fund shareholders.  In addition, a tax-exempt shareholder could realize UBTI by virtue of, inter alia, its investment in the Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).

 

Sales of Shares.   Upon the sale or exchange of his shares, a shareholder will realize a taxable gain or loss equal to the difference between the amount realized and the basis of the shares.  A redemption of shares by the Fund will be treated as a sale for this purpose.  Such gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholder’s hands, and will be long-term capital gain or loss if the shares are held for more than one year and short-term capital gain or loss if the shares are held for one year or less.  Any loss realized on a sale or exchange will be disallowed to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends and capital gains distributions in the Fund, within a 61-day period beginning 30 days before and ending 30 days after the disposition of the shares.  In such a case, the basis of the shares acquired will be increased to reflect the disallowed loss.  Any loss realized by a shareholder on the sale of the Fund shares held by the shareholder for six months or less will be treated for U.S. federal income tax purposes as a long-term capital loss to the extent of any distributions or deemed distributions of long-term capital gains received by the shareholder with respect to such share.  If a shareholder incurs a sales charge in acquiring shares of the Fund, disposes of those shares within 90 days and then, on or before January 31 of the following calendar year, acquires shares in a mutual fund for which the otherwise applicable sales charge is reduced by reason of a reinvestment right ( e.g., an exchange privilege), the original sales charge will not be taken into account in computing gain/loss on the original shares to the extent the subsequent sales charge is reduced.  Instead, the disregarded portion of the original sales charge will be added to the tax basis of the newly acquired shares.  Furthermore, the same rule also applies to a disposition of the newly acquired shares made within 90 days of the second acquisition.  This provision prevents a shareholder from immediately deducting the sales charge by shifting an investment within a family of mutual funds.

 

Backup Withholding .  The Fund may be required to withhold, for U.S. federal income tax purposes, a portion of the dividends, distributions and redemption proceeds payable to shareholders who fail to provide the Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that they are subject to backup

 

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withholding.  Certain shareholders are exempt from backup withholding.  Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal income tax liability.

 

Notices .  Shareholders will receive, if appropriate, various written notices after the close of the Fund’s taxable year regarding the U.S. federal income tax status of certain dividends, distributions and deemed distributions that were paid (or that are treated as having been paid) by the Fund to its shareholders during the preceding taxable year.

 

Other Taxes.  Dividends, distributions and redemption proceeds may also be subject to additional state, local and foreign taxes depending on each shareholder’s particular situation.

 

If a shareholder recognizes a loss with respect to the Fund’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 advisors to determine the applicability of these regulations in light of their individual circumstances.

 

Beginning in 2013, a 3.8 percent Medicare contribution tax will be imposed on net investment income, including interest, dividends, and capital gain, of U.S. individuals with income exceeding $200,000 (or $250,000 if married filing jointly), and of estates and trusts.

 

Taxation of Non-U.S. Shareholders

 

Dividends paid by the Fund to non-U.S. shareholders are generally subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty to the extent derived from investment income and short-term capital gains.  In order to obtain a reduced rate of withholding, a non-U.S. shareholder will be required to provide an IRS Form W-8BEN certifying its entitlement to benefits under a treaty.  The withholding tax does not apply to regular dividends paid to a non-U.S. shareholder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. shareholder’s conduct of a trade or business within the United States.  Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. shareholder were a U.S. shareholder.  A non-U.S. corporation receiving effectively connected dividends may also be subject to additional “branch profits tax” imposed at a rate of 30% (or lower treaty rate).  A non-U.S. shareholder who fails to provide an IRS Form W-8BEN or other applicable form may be subject to backup withholding at the appropriate rate.

 

In general, U.S. federal withholding tax will not apply to any gain or income realized by a non-U.S. shareholder in respect of any distributions of net long-term capital gains over net short-term capital losses, exempt-interest dividends, or upon the sale or other disposition of shares of the Fund.

 

In addition, the same rules apply with respect to distributions to a foreign shareholder from the Fund and redemptions of a foreign shareholder’s interest in the Fund attributable to a REIT’s distribution to the Fund of gain from the sale or exchange of U.S. real property or an interest in a U.S. real property holding corporation, if the Fund’s direct or indirect interests in U.S. real property were to exceed certain levels. The rule with respect to distributions and redemptions attributable to a REIT’s distribution to the Fund will not expire for taxable years beginning on or after January 1, 2012.

 

The rules laid out in the previous two paragraphs, other than the withholding rules, will apply notwithstanding the Fund’s participation in a wash sale transaction or its payment of a substitute dividend.

 

A 30% withholding tax will be imposed on dividends paid after December 31, 2013 and redemption proceeds paid after December 31, 2014, to (i) foreign financial institutions including non-U.S. investment funds unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, a foreign financial institution will need to enter into agreements with the IRS regarding providing the IRS information including the name, address and taxpayer identification number of direct and indirect U.S. account holders, to comply with due diligence procedures with respect to the identification of U.S. accounts, to report to the IRS certain information with respect to U.S. accounts maintained, to agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information, and to determine certain other information as to their account holders.  Other foreign entities will need to provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply.

 

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THE FOREGOING IS ONLY A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES AFFECTING THE FUND AND ITS SHAREHOLDERS.  PROSPECTIVE SHAREHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISERS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE FUND.

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND COUNSEL

 

[                            ], with principal offices at [                            ], serves as the independent registered public accounting firm for the Fund.  The financial statements that will be incorporated by reference in this Statement of Additional Information will be audited by [      ] and included herein in reliance upon a report of such firm of independent auditors given upon their authority as experts in accounting and auditing.

 

Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY 10019, serves as counsel for the Fund and provides legal services from time to time for Credit Suisse and CSSU.

 

MISCELLANEOUS

 

No person owns of record 5% or more of a class of the Fund’s outstanding shares as of the date of this SAI.

 

Conflicts of Interest of Affiliate as Shareholder

 

It is anticipated that Credit Suisse or its affiliate will either own all or substantially all of the Fund’s shares upon the commencement of the Fund’s operations. Credit Suisse or its affiliate will likely sell the Fund shares it holds as additional Fund shares are purchased by other investors.  As a majority shareholder, Credit Suisse or its affiliate will hold a substantial amount of the Fund’s voting securities, and may be able to exercise a controlling influence in matters submitted to a vote of shareholders, including, but not limited to, the election of Trustees, approval or renewal of advisory contracts, and any vote relating to areorganization or merger of the Fund.  The ability to exercise a controlling influence over the Fund may result in conflicts of interest because, among other things, Credit Suisse is the investment adviser of the Fund.

 

FINANCIAL STATEMENTS

 

Because the Fund is new, it has not yet issued an annual report. The Fund will furnish without charge a copy of its annual report upon request by calling Credit Suisse Funds at 877-870-2874.

 

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APPENDIX A

 

CREDIT SUISSE ASSET MANAGEMENT, LLC

 

CREDIT SUISSE 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, 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 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.

 

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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.

 

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) 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.

 

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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.

 

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

 

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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

 

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.

 

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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.

 

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.

 

A-6


 

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.

 

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.

 

A-7


 

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.

 

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

 

A-8


 

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 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 1, 2012

 

A-9


 

APPENDIX B

 

DESCRIPTION OF RATINGS

 

Commercial Paper Ratings

 

Commercial paper rated A-1 by Standard & Poor’s, a subsidiary 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.

 

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 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 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.  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.

 

B-1


 

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 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.

 

B-2


 

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.

 

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.

 

B-3


 

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.

 

Aa - Bonds which are rated as 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.

 

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.

 

B-4


 

PART C

 

OTHER INFORMATION

 

Item 28.

 

Exhibits

 

 

 

Exhibit No.

 

Description of Exhibit

 

 

 

 

(a) 

(1)

 

Form of Agreement and Declaration of Trust dated May 31, 1995. (1)

 

 

 

 

 

(2)

 

Certificate of Amendment dated July 13, 2000. (2)

 

 

 

 

 

(3)

 

Certificate of Amendment dated January 16, 2001. (3)

 

 

 

 

 

(4)

 

Certificate of Amendment dated February 1, 2001. (3)

 

 

 

 

 

(5)

 

Certificate of Amendment dated February 6, 2001. (3)

 

 

 

 

 

(6)

 

Certificate of Amendment effective December 12, 2001. (4)

 

 

 

 

 

(7)

 

Certificate of Amendment effective December 12, 2001. (5)

 

 

 

 

 

(8)

 

Certificate and Instrument of Amendment to the Amended and Restated Agreement and Declaration of Trust dated June 17, 2002. (6)

 

 

 

 

 

(9)

 

Certificate and Instrument of Amendment to the Amended and Restated Agreement and Declaration of Trust dated June 18, 2003. (7)

 

 

 

 

 

(10)

 

Certificate of Correction dated June 15, 2004. (8)

 

 

 

 

 

(11)

 

Certificate and Instrument of Amendment to the Amended and Restated Agreement and Declaration of Trust dated February 4, 2005. (8)

 

 

 

 

 

(12)

 

Certificate of Establishment and Designation of the Credit Suisse Strategic Allocation Fund—Conservative, Credit Suisse Strategic Allocation Fund— Moderate and Credit Suisse Strategic Allocation Fund—Aggressive. (9)

 


(1)

Incorporated by reference to the corresponding exhibit in the Registrant’s Registration Statement on Form N-1A, filed on September 1, 1995 (Securities Act File No. 33-92982).

 

 

(2)

Incorporated by reference to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A, filed on August 1, 2000 (Securities Act File No. 33-92982).

 

 

(3)

Incorporated by reference to Post-Effective Amendment No. 16 to the Registrant’s Registration Statement on Form N-1A, filed on February 28, 2001 (Securities Act File No. 33-92982).

 

 

(4)

Incorporated by reference to Post-Effective Amendment No. 17 to the Registrant’s Registration Statement on Form N-1A, filed on December 31, 2001 (Securities Act File No. 33-92982).

 

 

(5)

Incorporated by reference to Post-Effective Amendment No. 18 to the Registrant’s Registration Statement on Form N-1A, filed on February 14, 2002 (Securities Act File No. 33-92982).

 

 

(6)

Incorporated by reference to Post-Effective Amendment No. 19 to the Registrant’s Registration Statement on Form N-1A, filed on December 30, 2002 (Securities Act File No. 33-92982).

 

C-1


 

 

(13)

Certificate of Termination dated August 17, 2005. (10)

 

 

 

 

(14)

Certificate of Termination dated November 15, 2006. (10)

 

 

 

 

(15)

Certificate of Establishment and Designation of the Credit Suisse Liquid Alternative Index Fund. (19)

 

 

 

 

(16)

Restated Certificate of Trust of Credit Suisse Opportunity Funds. (19)

 

 

 

 

(17)

Certificate of Amendment to Certificate of Trust of Credit Suisse Opportunity Funds. (20)

 

 

 

 

(18)

Amended and Restated Certificate of Establishment and Designation dated February 16, 2012. (22)

 

 

 

 

(19)

Form of Certificate of Establishment and Designation of Credit Suisse Strategic Income Fund, filed herewith.

 

 

 

(b) 

(1)

Form of By-Laws as adopted July 1995. (1)

 

 

 

 

(2)

Amendment to By-Laws. (3)

 

 

 

 

(3)

Amendment to By-Laws as adopted December 12, 2001. (4)

 

 

 

 

(4)

Amended and Restated By-Laws as adopted February 12, 2002. (6)

 

 

 

(c) 

 

Not applicable.

 

 

 

(d) 

(1)

Amended and Restated Investment Advisory Agreement with Credit Suisse Asset Management, LLC (“CSAM”) dated March 23, 2001 as amended and restated May 3, 2004, February 14, 2005, December 1, 2006, November 16, 2011 and August    , 2012, to be filed by amendment.

 

 

 

 

(2)

Expense Limitation Agreement with Credit Suisse Asset Management, LLC with respect to Credit Suisse Liquid Alternative Fund dated November 16, 2011. (22)

 

 

 

 

(3)

Expense Limitation Agreement with Credit Suisse Asset Management, LLC with respect to Credit Suisse Strategic Income Fund dated August    , 2012, to be filed by amendment.

 

 

 

 

(4)

Sub-Advisory Agreement between CSAM and Credit Suisse Asset Management Limited dated August    , 2012, to be filed by amendment.

 

 

 

(e) 

 

Distribution Agreement with Credit Suisse Securities (USA) LLC (“CSSU”) dated April 30, 2012, filed herewith.

 

 

 

(f) 

 

Not Applicable.

 

 

 

(g) 

(1)

Custodian Agreement with State Street Bank and Trust Company (“State Street”) dated October 20, 2000. (11)

 

 

 

 

(2)

Amendment to Custodian Agreement with State Street dated April 26, 2001. (12)

 

 

 

 

(3)

Amendment to Custodian Agreement with State Street dated May 16, 2001. (12)

 


(7)

Incorporated by reference to Post-Effective Amendment No. 21 to the Registrant’s Registration Statement on Form N-1A, filed on July 11, 2003 (Securities Act File No. 33-92982).

 

 

(8)

Incorporated by reference to Post-Effective Amendment No. 23 to the Registrant’s Registration Statement on Form N-1A, filed on February 25, 2005 (Securities Act File No. 33-92982).

 

C-2


 

 

(4)

Amendment to Custodian Agreement with State Street dated November 16, 2005.(9)

 

 

 

 

(5)

Amendment to Custodian Agreement with State Street dated November 1, 2011. (21)

 

 

 

 

(6)

Amendment to Custodian Agreement with State Street effective March 30, 2012, filed herewith.

 

 

 

(h) 

(1)

Form of Amendment to Services Agreement for the Credit Suisse High Income Fund. (13)

 

 

 

 

(2)

Form of Interim and Restated Service Agreement dated November 3, 2000. (14)

 

 

 

 

(3)

Assignment Agreement by and between Credit Suisse Asset Management Securities, Inc. and Provident Distributors, Inc.(4)

 

 

 

 

(4)

Co-Administration Agreement with CSAM dated April 30, 2012, filed herewith.

 

 

 

 

(5)

Co-Administration Agreement with State Street dated March 18, 2002. (15)

 

 

 

 

(6)

Amendment No. 1 to Co-Administration Agreement with State Street dated January 1, 2007. (10)

 

 

 

 

(7)

Amendment No. 2 to Co-Administration Agreement with State Street dated November 2, 2011, filed herewith.

 

 

 

 

(8)

Amendment to Co-Administration Agreement with State Street effective March 27, 2012, filed herewith.

 

 

 

 

(9)

Transfer Agency and Service Agreement with Boston Financial Data Services, Inc. (“BFDS”) dated October 1, 2007. (16)

 

 

 

 

(10)

Amendment to Transfer Agency and Service Agreement with BFDS dated October 1, 2010. (21)

 

 

 

 

(11)

Amendment to Transfer Agency and Service Agreement with BFDS dated February 10, 2011. (21)

 

 

 

 

(12)

Amendment to Transfer Agency and Service Agreement with BFDS dated August 17, 2011. (21)

 

 

 

 

(13)

Amendment to Transfer Agency and Service Agreement with BFDS dated November 1, 2011. (21)

 

 

 

 

(14)

Amendment to Transfer Agency and Services Agreement with BFDS dated March 28, 2012, filed herewith.

 

 

 

 

(15)

Securities Lending Authorization Agreement with State Street Bank and Trust Company dated March 17, 2004.(17)

 

 

 

 

(16)

First Amendment to Securities Lending Authorization Agreement dated December 17, 2004.(17)

 

 

 

 

(17)

Second Amendment to Securities Lending Authorization Agreement dated May 17, 2006. (17)

 

 

 

 

(18)

Third Amendment to Securities Lending Authorization Agreement dated September 15, 2006. (17)

 


(9)

Incorporated by reference to Post-Effective Amendment No. 27 to the Registrant’s Registration Statement on Form N-1A, filed on February 28, 2006 (Securities Act File No. 33-92982).

 

 

(10)

Incorporated by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement on Form N-1A, filed on February 28, 2007 (Securities Act File No. 33-92982).

 

 

(11)

Incorporated by reference to Post-Effective Amendment No. 14 to the Registration Statement on Form N-1A of Credit Suisse Trust, filed on November 22, 2000 (Securities Act File No. 33-58125).

 

C-3


 

 

(19)

Fourth Amendment to the Securities Lending Authorization Agreement dated July 16, 2007. (17)

 

 

 

 

(20)

Fifth Amendment to Securities Lending Authorization Agreement dated August 27, 2007. (17)

 

 

 

 

(21)

Sixth Amendment to Securities Lending Authorization Agreement dated December 1, 2007. (17)

 

 

 

 

(22)

Seventh Amendment to the Securities Lending Authorization Agreement dated April 17, 2009. (17)

 

 

 

 

(23)

Eighth Amendment to the Securities Lending Authorization Agreement dated May 21, 2009. (21)

 

 

 

 

(24)

Ninth Amendment to the Securities Lending Authorization Agreement dated November 1, 2011. (21)

 

 

 

 

(25)

Tenth Amendment to the Securities Lending Authorization Agreement dated March 6, 2012, filed herewith.

 

 

 

 

(26)

Securities Lending and Services Agreement with State Street Bank and Trust Company dated April 17, 2009. (17)

 

 

 

 

(27)

Securities Lending and Services Agreement with State Street Bank and Trust Company with respect to the Credit Suisse Liquid Alternative Fund dated March 30, 2012, filed herewith.

 

 

 

 

(28)

Combined U.S. Accounting, Administration Fee Schedule Revised June 1, 2009.(18)

 

 

 

 

(29)

Committed Line of Credit Agreement with State Street Bank and Trust Company dated June 10, 2009, filed herewith.

 

 

 

 

(30)

First Amendment to Committed Line of Credit Agreement dated June 30, 2009, filed herewith.

 

 

 

 

(31)

Second Amendment to Committed Line of Credit Agreement dated July 17, 2009, filed herewith.

 

 

 

 

(32)

Third Amendment to Committed Line of Credit Agreement dated June 9, 2010, filed herewith.

 

 

 

 

(33)

Fourth Amendment to Committed Line of Credit Agreement dated June 8, 2011, filed herewith.

 

 

 

 

(34)

Fifth Amendment to Committed Line of Credit Agreement dated March 30, 2012, filed herewith.

 

 

 

 

(35)

Sixth Amendment to Committed Line of Credit Agreement dated June 6, 2012, filed herewith.

 

 

 

(i) 

 

Opinion and Consent of Richards, Layton & Finger, P.A., to be filed by amendment.

 

 

 

(j) 

(1)

Consent of Independent Registered Public Accounting Firm, to be filed by amendment.

 

 

 

 

(2)

Powers of Attorney, filed herewith.

 

 

 

(k) 

 

Form of Subscription Agreement with initial shareholders for the Credit Suisse High Income Fund dated January 11, 1999. (14)

 

 

 

(l) 

 

Not applicable.

 

 

 

(m) 

(1)

Rule 12b-1 Plans of the Class A shares of Credit Suisse High Income Fund dated May 1, 2003. (7)

 

 

 

 

(2)

Rule 12b-1 Plans of the Class B Shares for the Credit Suisse High Income Fund dated May 1, 2003. (7)

 

 

 

 

(3)

Rule 12-1 Plans of the Class C Shares for the Credit Suisse High Income Fund dated May 1, 2003. (7)

 

C-4


 


(12)

Incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement on Form N-1A of Credit Suisse Trust, filed on June 29, 2001 (Securities Act File No. 33-58125).

 

 

(13)

Incorporated by reference to Post-Effective Amendment No. 10 to the Registrant’s Registration Statement on Form N-1A, filed on February 23, 1999 (Securities Act File No. 33-92982).

 

 

(4)

Rule 12b-1 Plans of the Common Class Shares for the Credit Suisse High Income Fund dated May 1, 2003. (7)

 

 

 

 

(5)

Rule 12b-1 Plan of the Class A shares of Credit Suisse Liquid Alternative Fund dated November 16, 2011. (19)

 

 

 

 

(6)

Rule 12b-1 Plan of the Class C shares of Credit Suisse Liquid Alternative Fund dated November 16, 2011. (19)

 

 

 

 

(7)

Rule 12b-1 Plan of the Class A shares of Credit Suisse Strategic Income Fund, to be filed by amendment.

 

 

 

 

(8)

Rule 12b-1 Plan of the Class C shares of Credit Suisse Strategic Income Fund, to be filed by amendment.

 

 

 

(n) 

 

Amended and Restated Rule 18f-3 Plan dated January 1, 2012. (21)

 

 

 

(o) 

 

Not Applicable.

 

 

 

(p) 

(1)

Global Personal Trading Policy for Registrant, Credit Suisse Asset Management, LLC and CSSU dated October 29, 2010, and Asset Management Divisional Supplement dated October 22, 2009. (23)

 

 

 

 

(2)

Code of Ethics for Registrant, Credit Suisse Asset Management, LLC and CSSU dated May 1, 2012, filed herewith.

 


(14)

Incorporated by reference to Post-Effective Amendment No. 15 to the Registrant’s Registration Statement on Form N-1A, filed on December 29, 2000 (Securities Act File No. 33-92982).

 

 

(15)

Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-lA of Credit Suisse Strategic Small Cap Fund, Inc., filed on May 3, 2002 (Securities Act File No. 333-64554).

 

 

(16)

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).

 

 

(17)

Incorporated by reference to Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A of Credit Suisse Trust filed on April 28, 2009 (Securities Act File No. 33-58125).

 

 

(18)

Incorporated by reference to Post-Effective Amendment No. 31 to the Registrant’s Registration Statement on Form N-1A, filed on December 23, 2009 (Securities Act File No. 33-92982).

 

 

(19)

Incorporated by reference to Post-Effective Amendment No. 36 to the Registrant’s Registration Statement on Form N-1A, filed on December 15, 2011 (Securities Act File No. 33-92982).

 

 

(20)

Incorporated by reference to Post-Effective Amendment No. 38 to the Registrant’s Registration Statement on Form N-1A, filed on December 29, 2011 (Securities Act File No. 33-92982).

 

C-5


 

(21)

Incorporated by reference to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement on Form N-1A, filed on February 28, 2012 (Securities Act File No. 33-92982).

 

 

(22)

Incorporated by reference to Post-Effective Amendment No. 40 to the Registrant’s Registration Statement on Form N-1A, filed on March 5, 2012 (Securities Act File No. 33-92982).

 

 

(23)

Incorporated by reference to Post-Effective Amendment No. 34 to the Registration Statement on Form N-1A of Credit Suisse Trust, filed on April 19, 2011 (Securities Act File No. 33-58125).

 

Item 29.                   Persons Controlled by or Under Common Control with Registrant.

 

Credit Suisse Cayman Liquid Alternative Fund, Ltd, a wholly-owned and controlled subsidiary of the Credit Suisse Liquid Alternative Fund organized under the laws of the Cayman Islands (the “Subsidiary”).  The Subsidiary’s financial statements are included on a consolidated basis in the Credit Suisse Liquid Alternative Fund’s annual and semi-annual reports to shareholders.

 

Item 30.                   Indemnification

 

Registrant, officers and directors/trustees of CSAM, of CSSU and of Registrant are covered by insurance policies indemnifying them for liability incurred in connection with the operation of the Registrant. Discussion of this coverage is incorporated by reference to Item 25 of Part C of Post-Effective Amendment No. 18 to Registrant’s Registration Statement on Form N-1A, filed on February 14, 2002.

 

Item 31.                   Business and Other Connections of Investment Advisor

 

CSAM acts as investment adviser to the Registrant. CSAM renders investment advice to a wide variety of individual and institutional clients. The list required by this Item 26 of officers and Trustees of CSAM, 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 Schedules A and D of Form ADV filed by CSAM (SEC File No. 801-37170).

 

Item 32.                   Principal Underwriter

 

(a)            CSSU acts as distributor for Registrant, as well as for Credit Suisse Commodity Return Strategy Fund and Credit Suisse Trust.

 

(b)            For information relating to each Trustee, officer or partner of CSSU, reference is made to Form BD (SEC File No. 8-422) filed by CSSU under the Securities Exchange Act of 1934.

 

(c)            None.

 

Item 33.                   Location of Accounts and Records

 

(1)            Credit Suisse Opportunity Funds

One Madison Avenue

New York, New York 10010

(Fund’s Agreement and Declaration of Trust, By-Laws and minute books)

 

(2)            Credit Suisse Asset Management, LLC

One Madison Avenue

New York, New York 10010

(records relating to its functions as investment adviser and co-administrator)

 

C-6


 

(3)            Credit Suisse Securities (USA) LLC

One Madison Avenue

New York, New York 10010

(records relating to its functions as distributor)

 

(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, Massachusetts 02021-2809

(records relating to its functions as transfer agent and dividend disbursing)

Management Services

 

Item 34.                   Management Services

 

Not applicable.

 

Item 35.                   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 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 5 th  day of July, 2012.

 

 

CREDIT SUISSE OPPORTUNITY FUNDS

 

 

 

 

By:

/s/ John G. Popp

 

 

John G. Popp

 

 

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/ John G. Popp

 

Chief Executive Officer

 

July 5, 2012

John G. Popp

 

 

 

 

 

 

 

 

 

/s/ Thomas M. Sipp

 

Chief Financial Officer

 

July 5, 2012

Thomas M. Sipp

 

 

 

 

 

 

 

 

 

/s/ Steven N. Rappaport*

 

Chairman of the Board

 

July 5, 2012

Steven N. Rappaport

 

 

 

 

 

 

 

 

 

/s/ Jeffrey E. Garten*

 

Trustee

 

July 5, 2012

Jeffrey E. Garten

 

 

 

 

 

 

 

 

 

/s/ Peter F. Krogh*

 

Trustee

 

July 5, 2012

Peter F. Krogh

 

 

 

 

 

 

 

 

 

/s/ Enrique R. Arzac*

 

Trustee

 

July 5, 2012

Enrique R. Arzac

 

 

 

 

 

*By:

/s/ Karen Regan

 

 

Karen Regan, as Attorney-in-Fact

 

 

C-8

 

 


 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description of Exhibits

 

 

 

(a)(19)

 

Form of Certificate of Establishment and Designation

 

 

 

(e)

 

Distribution Agreement

 

 

 

(g)(6)

 

Amendment to Custodian Agreement

 

 

 

(h)(4)

 

Co-Administration Agreement

 

 

 

(h)(7)

 

Amendment No. 2 to Co-Administration Agreement

 

 

 

(h)(8)

 

Amendment to Co-Administration Agreement

 

 

 

(h)(14)

 

Amendment to Transfer Agency and Services Agreement

 

 

 

(h)(25)

 

Tenth Amendment to the Securities Lending Authorization Agreement

 

 

 

(h)(27)

 

Securities Lending and Services Agreement

 

 

 

(h)(29)

 

Committed Line of Credit Agreement

 

 

 

(h)(30)

 

First Amendment to Committed Line of Credit Agreement

 

 

 

(h)(31)

 

Second Amendment to Committed Line of Credit Agreement

 

 

 

(h)(32)

 

Third Amendment to Committed Line of Credit Agreement

 

 

 

(h)(33)

 

Fourth Amendment to Committed Line of Credit Agreement

 

 

 

(h)(34)

 

Fifth Amendment to Committed Line of Credit Agreement

 

 

 

(h)(35)

 

Sixth Amendment to Committed Line of Credit Agreement

 

 

 

(j)(2)

 

Powers of Attorney

 

 

 

(p)(2)

 

Code of Ethics

 

C-9

 

Exhibit 99.(a)(19)

 

Certificate of Establishment and Designation

 

CREDIT SUISSE OPPORTUNITY FUNDS

 

Certificate of Designation of Series

 

for

 

Credit Suisse Strategic Income Fund

 

The undersigned trustees, constituting at least a majority of the trustees of Credit Suisse Opportunity Funds, a Delaware statutory trust (the “Trust”), do hereby establish and designate  pursuant to Sections 6.2 and 11.3 of the Declaration of Trust of the Trust dated May 31, 1995, as amended to date (the “Declaration”), a Series of the Trust to be known as Credit Suisse Strategic Income Fund (the “Designated Series”) and three Class of such Designated Series as follows: Class A, Class C and Class I (the “Designated Classes”).

 

1.             Rights, Preferences and Characteristics .  The Designated Series and the Designated Classes shall have the relative rights, preferences and characteristics described in the Declaration and the Trust’s then currently effective registration statement under the Securities Act of 1933, as amended (the “Registration Statement”), relating to the Designated Series and the Designated Classes.  Any rights, preferences, qualifications, limitations and restrictions with respect to Series or Classes generally that are set forth in the Declaration shall apply to the Designated Series and the Designated Classes unless otherwise specified in the Registration Statement, in which case those specified in the Registration Statement shall control.

 

2.             Authorization of Officers .  The officers of the Trust are authorized and directed, to take or cause to be taken any and all actions, to execute and deliver any and all certificates, instructions, requests or other instruments, make such payments and to do any and all things that in their discretion may be necessary or advisable to effect the matters referenced herein and as may be necessary or advisable for the conduct of the business of the Trust.

 

3.             Incorporation of Defined Terms .  Capitalized terms which are not defined herein shall have the meaning ascribed to those terms in the Declaration.

 



 

IN WITNESS WHEREOF, the undersigned trustees of the Trust have executed this Certificate of Establishment and Designation in accordance with Section 3811(a)(2) of the Act.

 

 

 

 

Enrique R. Arzac, as Trustee

 

 

 

 

 

 

 

Jeffrey E. Garten, as Trustee

 

 

 

 

 

 

 

Peter F. Krogh, as Trustee

 

 

 

 

 

 

 

Steven N. Rappaport, as Trustee

 

 


Exhibit 99.(e)

 

DISTRIBUTION AGREEMENT

 

April 30, 2012

 

Credit Suisse Securities (USA) LLC

One Madison Avenue

New York, New York 10010

 

Ladies and Gentlemen:

 

This is to confirm that, in consideration of the agreements hereinafter contained, each of the Credit Suisse Funds (and the portfolios thereof, as applicable) listed in Exhibit A hereto (each a “Fund”, and together, the “Funds”) have agreed that Credit Suisse Securities (USA) LLC (“CSSU”) shall be, for the period of this Agreement, the distributor of shares of common stock or beneficial interest, as the case may be, of each Fund (the “Shares”).  The Fund’s classes of Shares shall be designated as in the Fund’s organizational documents each as may be amended or supplemented from time to time.

 

1.             Services as Distributor

 

1.1           CSSU will be the “principal underwriter” of the Shares (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)), and as such, will act as agent for the distribution of all classes of the Shares covered by each Fund’s registration statement on Form N-1A, under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act (the registration statement, together with the prospectuses (the “prospectus”) and statements of additional information (the “statement of additional information”) included as part of the registration statement, any amendments to the registration statement, and any supplements to, or material incorporated by reference into the prospectus or statement of additional information, being referred to collectively in this Agreement as the “Registration Statement”).

 

1.2           CSSU agrees to use appropriate efforts to market the Funds and solicit orders for the sale of the Shares at such prices and on the terms and conditions set forth in the Registration Statement.  CSSU agrees to file with all necessary regulatory authorities, such as the Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission (the “SEC”), such advertising and sales literature as has been previously approved by the Funds.  CSSU agrees that it will have legal responsibility under all applicable laws, rules and regulations, including the rules and regulations of the SEC and the FINRA, for the form and use of all advertising and sales literature for the Funds which CSSU prepares, uses, approves for use and/or files with the SEC and/or the FINRA.

 

1.3           All activities by CSSU as distributor of the Shares shall comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted by the SEC or by any securities association registered under the Securities Exchange Act of 1934, as amended.

 



 

1.4           CSSU agrees to (a) provide one or more persons during normal business hours to respond to telephone questions from prospective investors concerning the Funds that are referred to it by the Funds’ transfer agent, (b) monitor the processing of purchase, redemption and exchange orders for Fund shares by the Funds’ transfer agent, (c)  enter into distribution and service agreements with broker-dealers and other financial intermediaries, and (d) perform such other services as the parties may agree from time to time.  CSSU will act only on its own behalf as principal should it choose to enter into distribution or service agreements but agrees not to enter into any such agreements without the prior written consent of a duly authorized Fund officer.

 

1.5           CSSU acknowledges that, whenever in the judgment of a Fund’s officers such action is warranted for any reason, including, without limitation, market, economic or political conditions, those officers may direct CSSU to decline to accept any orders for, or make any sales of, any class of the Shares until such time as those officers deem it advisable to accept such orders and to make such sales.  In addition, CSSU acknowledges that, whenever in the judgment of a Fund’s officers any person or group should be restricted from further Fund purchases, those officers may direct CSSU to notify the Fund’s transfer agent that it should decline to accept any particular order to purchase shares of the Fund, including purchase by exchange.

 

1.6           A Fund will promptly advise CSSU of the determination to cease accepting orders or selling any class of the Shares or to recommence accepting orders or selling any class of the Shares, and CSSU will convey this advice to the Fund’s transfer agent as soon as practicable.

 

1.7           CSSU will prepare and deliver such quarterly reports as requested by each Fund’s governing board of directors or trustees, as the case may be (the “Board”), and otherwise from time to time as requested by the Fund.  Such reports shall be substantially in the form requested by the Fund.  If requested by the Fund, one or more appropriate CSSU representatives shall attend Board meetings at the expense of CSSU.

 

1.8(a)      Except as provided in (b) below, pursuant to the shareholder servicing and/or distribution plans, if any (the “12b-1 Plan”) with respect to the shares of a Fund, adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1”), CSSU may provide, or enter into agreements with other parties to provide, the following services: (x) ongoing servicing and/or maintenance of the shareholder accounts or other administrative and accounting services and (y) services that are primarily intended to result in, or that are primarily attributable to, the sale of the Shares.

 

(b)           In performing all services under this Agreement, CSSU shall act in conformity with applicable law, the Charter and By-laws of each Fund, and the investment objective, investment policies and other practices and policies set forth in the Registration Statement relating to each Fund, as such Registration Statement and practices and policies may be amended from time to time.

 

2



 

2.             Compensation

 

(a)           Pursuant to the 12b-1 Plan, each relevant Fund will pay CSSU a monthly fee in arrears at an annual rate of .25% of the average daily net assets of the Fund’s Class I shares. Amounts paid to CSSU under the 12b-1 Plan may be used by CSSU to cover expenses related to providing the services set forth in Section 1.8(a) of this Agreement, including paying financial intermediaries that provide such services to their customers investing in a Fund.  With respect to each relevant class of shares, CSSU shall be paid such front-end sales charges and contingent deferred sales charges as are set forth in the Registration Statements.

 

(b)           Of the amount paid pursuant to Section 1.8(a), up to .25% of the average daily net assets of the relevant class of the Fund may be used by CSSU to compensate financial intermediaries for personal service and/or the maintenance of customer accounts, including but not limited to (i) responding to customer inquiries, (ii) providing information on customer investments and (iii) providing other shareholder liaison services.

 

(c)           CSSU will prepare and deliver reports to the Board of each Fund on a regular, at least quarterly, basis, showing the amounts expended by the Fund pursuant to the distribution and service plans adopted pursuant to Rule 12b-1 and the purposes for which such expenditures were made, as well as any supplemental reports as the Board from time to time may reasonably request.

 

3.             Duties of the Fund

 

3.1           Each Fund agrees at its own expense to execute any and all documents, to furnish any and all information and to take any other actions that may be reasonably necessary in connection with the sale of the Shares in those states that CSSU may designate.

 

3.2           Each Fund shall from time to time furnish for use in connection with the sale of the Shares, such informational reports with respect to the Fund and the Shares as CSSU may reasonably request, all of which shall be signed by one or more of the Fund’s duly authorized officers; and the Fund warrants that the statements contained in any such reports, when so signed by one or more of the Fund’s officers, shall be true and correct.  Each Fund shall also furnish CSSU upon request with:  (a) annual audits of the Fund’s books and accounts made by independent public accountants regularly retained by the Fund, (b) semiannual unaudited financial statements pertaining to the Fund, (c) a monthly itemized list of the securities held by the Fund, (d) monthly balance sheets and (e) such additional information regarding the Fund’s financial condition as CSSU may from time to time reasonably request.

 

4.             Representations and Warranties

 

Each Fund represents and warrants to CSSU that the Fund’s current Registration Statement (a) includes all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; (b) only contains statements of fact that will be true and correct when such Registration Statement becomes effective; and (c) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.  CSSU may, but shall not be obligated to, propose from time to time such amendment or amendments to any

 

3



 

Registration Statement and such supplement or supplements to any prospectus or statement of additional information as may, in the opinion of CSSU’s counsel, be necessary or advisable.  If a Fund shall not propose such amendment or amendments and/or supplement or supplements within fifteen (15) days after receipt by the Fund of a written request from CSSU to do so, CSSU may, at its option, terminate this Agreement.  A Fund shall not file any amendment to any Registration Statement or supplement to any prospectus or statement of additional information without giving CSSU reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit a Fund’s right to file at any time such amendments to any Registration Statement and/or supplements to any prospectus or statement of additional information with respect to any class of the Shares, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional.

 

5.             Effectiveness of Registration

 

None of the Shares shall be offered by either CSSU or a Fund under any of the provisions of this Agreement and no orders for the purchase or sale of any class of the Shares shall be accepted if and so long as the effectiveness of the Registration Statement shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus is not on file with the SEC; provided, however, that nothing contained in this Section 5 shall in any way restrict or have an application to or bearing upon the Fund’s obligation to repurchase its shares from any shareholder in accordance with the provisions of the Registration Statement.

 

6.             Indemnification

 

6.1           Each Fund agrees to indemnify, defend and hold CSSU, its several officers and directors, and any person who controls CSSU within the meaning of Section 15 of the 1933 Act (collectively, “CSSU Indemnified Persons”), free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which CSSU Indemnified Persons, may incur arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement relating to such Fund; (b) any omission or alleged omission to state a material fact required to be stated in any Registration Statement relating to such Fund or necessary to make the statements in any Registration Statement relating to such Fund not misleading; provided, however, that each Fund’s agreement to indemnify CSSU Indemnified Persons shall not be deemed to cover any claims, demands, liabilities or expenses arising out of or based upon any statements or representations made by CSSU or its representatives or agents that are inconsistent with or vary from statements and representations contained in any Registration Statement relating to such Fund and in such financial and other statements relating to such Fund as are furnished to CSSU pursuant to Section 3.2 hereof; or (c) the breach by a Fund of this Agreement.  A Fund’s agreement to indemnify CSSU Indemnified Persons and a Fund’s representations and warranties hereinbefore set forth in Section 4 shall not be deemed to cover any liability to such Fund or its shareholders to which CSSU Indemnified Persons would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their duties, or by reason of CSSU’s reckless disregard of its obligations and duties under this Agreement.  Each Fund’s agreement to indemnify CSSU Indemnified Persons as aforesaid, is expressly conditioned upon the Fund being notified of any action brought against CSSU Indemnified Persons within

 

4



 

ten (10) days after the summons or other first legal process shall have been served.  The failure to so notify a Fund of any such action shall not relieve the Fund from any liability that the Fund may have to the CSSU Indemnified Person by reason of any such untrue or alleged untrue statement or omission or alleged omission otherwise than on account of the Fund’s indemnity agreement contained in this Section 6.1.  Each Fund’s indemnification agreement contained in this Section 6.1 and each Fund’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any CSSU Indemnified Person, and shall survive the delivery of any of the Shares and termination of this Agreement.  This agreement of indemnity will inure exclusively to CSSU’s benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of the controlling persons and their successors.

 

6.2           CSSU agrees to indemnify, defend and hold each Fund, the Funds’ investment adviser(s) (the “Adviser”), their several officers and directors, and any person who controls a Fund or the Adviser within the meaning of Section 15 of the 1933 Act (collectively, “Fund Indemnified Persons”), free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Fund Indemnified Persons may incur, but only to the extent that such liability or expense incurred by the Fund Indemnified Persons resulting from such claims or demands shall arise out of or be based upon (a) any sales literature, advertisements, information, statements or representations issued or made by CSSU without the prior written consent of the Fund or its agent, (b) any untrue or alleged untrue statement of a material fact contained in information furnished in writing by CSSU to a Fund specifically for use in the Registration Statement relating to such Fund, (c) any omission or alleged omission to state a material fact in connection with such information required or necessary to make such information not misleading or (d) the breach by CSSU of this Agreement.  CSSU’s agreement to indemnify a Fund Indemnified Person, as aforesaid, is expressly conditioned upon CSSU’s being notified of any action brought against the Fund Indemnified Person, such notification to be given in writing by the Fund Indemnified Person against whom such action is brought, within ten (10) days after the summons or other first legal process shall have been served.  The failure to so notify CSSU of any such action shall not relieve CSSU from any liability that CSSU may have to the Fund Indemnified Person by reason of any such untrue or alleged untrue statement or omission or alleged omission otherwise than on account of CSSU’s indemnity agreement contained in this Section 6.2.

 

6.3           In case any action shall be brought against any indemnified party under Section 6.1 or 6.2, and it shall timely notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish to do so, to assume the defense thereof with counsel satisfactory to such indemnified party.  If the indemnifying party opts to assume the defense of such action, the indemnifying party will not be liable to the indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than (a) reasonable costs of investigation or the furnishing of documents or witnesses and (b) all reasonable fees and expenses of separate counsel to such indemnified party if (i) the indemnifying party and the indemnified party shall have agreed to the retention of such counsel or (ii) the indemnified party shall have reasonably concluded that representation of the indemnifying party and the

 

5



 

indemnified party by the same counsel would be inappropriate due to actual or potential differing interests between them in the conduct of the defense of such action.

 

7.             Notice to CSSU

 

Each Fund agrees to advise CSSU immediately in writing:

 

(a)           of any request by the SEC for amendments to the Registration Statement relating to such Fund then in effect with respect to any class of the Shares or for additional information;

 

(b)           in the event of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement relating to such Fund then in effect with respect to any class of the Shares or the initiation of any proceeding for that purpose;

 

(c)           of the happening of any event that makes untrue any statement of a material fact made in the Registration Statement relating to such Fund then in effect with respect to any class of the Shares or that requires the making of a change in such Registration Statement in order to make the statements therein not misleading; and

 

(d)           of the commencement of any litigation or proceedings against the Fund or any of its officers or Board members in connection with the issuance and sale of any class of the Shares.

 

8.             Amendments; Assignments

 

This Agreement may be amended only by written agreement signed by CSSU and each Fund.  To the extent that a written amendment pursuant to this Section is signed by some but not all of the Funds, such amendment shall be effective only with respect to the Funds that signed such written amendment.

 

This Agreement may not be assigned by either party without the prior written consent of the other party.  This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act).

 

9.             Term of Agreement

 

This Agreement shall continue for an initial period of two years and thereafter shall continue automatically for successive annual periods with respect to a Fund, provided such continuance is specifically approved at least annually by (a) a vote of a majority of the Fund’s Board or (b) a vote of a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities, provided that its continuance is also approved by a vote of a majority of the Fund’s Board members who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.  This Agreement is terminable by a Fund without penalty (a) on sixty (60) days’ written notice, by a vote of a majority of the Fund’s Board or by vote of a majority (as defined in the 1940 Act) of

 

6



 

the Fund’s outstanding voting securities, or (b) on one hundred twenty (120) days’ written notice by CSSU.

 

10.           Notices

 

All notices required to be given pursuant to this Agreement shall be in writing, delivered by messenger or express mail or courier service addressed as follows:

 

If to CSSU:

 

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629

Attn:  President

 

If to a Fund:

 

c/o Credit Suisse Asset Management, LLC

One Madison Avenue

New York, New York 10010

Attn:  President

 

Any such notice shall be deemed to have been duly given or made when delivered to the addresses set forth above (a) on the date of delivery if sent by hand or (b) on the designated date of delivery if sent by express mail or courier service.

 

11.           Limitation of Liability

 

It is expressly agreed that this Agreement was executed by or on behalf of each Fund and not by the Board members of the Fund or its officers individually, and the obligations of the Fund hereunder shall not be binding upon any of the Board members, shareholders, nominees, officers, agents or employees of the Fund individually, but bind only the assets and property of the Fund.  The execution and delivery of this Agreement have been authorized by the Board and signed by an authorized officer of each Fund, acting as such, and neither such authorization by such Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Fund.

 

The obligations of each Fund under this Agreement (i) are solely the responsibility of the applicable Fund (and shall bind only the assets and property of that Fund), and (ii) do not constitute the responsibilities and/or liabilities of any of the other Funds that are parties to this Agreement.

 

12.           Choice of Law

 

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without giving effect to the choice-of-law provisions thereof.

 

7



 

13.           Counterparts

 

This Agreement may be executed in counterparts, each of which shall be deemed an original.

 

14.           Headings

 

The headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement.

 

[Signature page follows.]

 

8



 

Please confirm that the foregoing is in accordance with your understanding by indicating your acceptance hereof at the place below indicated, whereupon it shall become a binding agreement between us.

 

 

 

Very truly yours,

 

 

 

 

 

THE CREDIT SUISSE FUNDS LISTED ON EXHIBIT A

 

 

 

 

 

By:

/s/Karen Regan

 

 

Name: Karen Regan

 

 

Title: Secretary

 

 

Accepted:

 

 

CREDIT SUISSE SECURITIES (USA) LLC

 

 

By:

/s/Edward Nadel

 

 

Name: Edward Nadel

 

 

Title: Director

 

 

9



 

EXHIBIT A

 

CREDIT SUISSE FUNDS

 

Credit Suisse Commodity Return Strategy Fund

Credit Suisse Opportunity Funds

Credit Suisse Floating Rate High Income Fund

Credit Suisse Liquid Alternative Fund

Credit Suisse Trust

Commodity Return Strategy Portfolio

 

10


Exhibit 99.(g)(6)

 

Credit Suisse logo

 

February 6, 2012

 

State Street Bank and Trust Company
Lafayette Corporate Center

2 Avenue de Lafayette

Boston, Massachusetts 02111

Attention:  Darin S. Dagle, Vice President

 

Re:          New Portfolio

 

Ladies and Gentlemen:

 

Please be advised that the Credit Suisse Opportunity Funds (the “ Fund ”) has established a new series of shares to be known as Credit Suisse Liquid Alternative Fund (the “ Portfolio ”).

 

In accordance with Section 21, the Additional Funds provision, of the Custodian Agreement dated as of October 20, 2000 by and among each management investment company party thereto and State Street Bank and Trust Company (as amended, modified or supplemented from time to time, the “ Agreement ”), the Fund hereby requests that your bank act as Custodian for the Portfolio under the terms of the Agreement.  In connection with such request, the Fund hereby confirms to you, as of the date hereof, its representations and warranties set forth in Section III of that certain Amendment to Custodian Agreement dated as of May 16, 2001.

 

For convenience, attached as Exhibit I hereto is a replacement of “Exhibit I” to the Agreement.

 

Kindly indicate your acceptance of the foregoing by executing two copies of this letter agreement, returning one to the Fund and retaining one for your records.

 

 

Sincerely,

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS

 

 

 

By:

/s/Michael A. Pignataro

 

Name:

Michael A. Pignataro

 

Title:

CFO, Duly Authorized

 

Agreed and Accepted:

 

STATE STREET BANK AND TRUST COMPANY

 

By:

/s/Michael F. Rogers

 

Name:

Michael F. Rogers

 

Title:

Executive Vice President

 

Effective Date:

March 30, 2012

 

 



 

EXHIBIT I

 

CREDIT SUISSE OPPPORUTNITY FUNDS

Credit Suisse Floating Rate High Income Fund

Credit Suisse Liquid Alternative Fund

 

CREDIT SUISSE HIGH YIELD BOND FUND

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

CREDIT SUISSE TRUST

Commodity Return Strategy Portfolio

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

2


Exhibit 99.(h)(4)

 

CO-ADMINISTRATION AGREEMENT

 

April 30, 2012

 

Credit Suisse Asset Management, LLC

One Madison Avenue

New York, New York 10010

 

Dear Ladies and Gentlemen:

 

Each of the Credit Suisse Funds (and the portfolios thereof) listed in Exhibit A hereto (each a “Fund”, and together the “Funds”) confirms its agreement with Credit Suisse Asset Management, LLC (“Credit Suisse”) as follows:

 

1.          Investment Description; Appointment

 

Each Fund desires to employ its capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its organizational documents as amended from time to time (the “Charter”), in the Fund’s prospectus(es) (the “Prospectus”) and Statement(s) of Additional Information (the “Statement of Additional Information”) as in effect from time to time, and in such manner and to the extent as may from time to time be approved by the Board of Directors or Trustees, as the case may be, of the Fund (the “Board”). Copies of the Prospectus, Statement of Additional Information and the Charter and By-laws of each Fund have been made available to the Administrator. Each Fund employs Credit Suisse as its investment adviser and desires to employ and hereby appoints Credit Suisse (the “Administrator”) as its co-administrator. The Administrator accepts this appointment and agrees to furnish the services for the compensation set forth below.

 

2.          Services

 

(a)        Subject to the supervision and direction of the Board of each Fund, the Administrator will provide the following administrative services:

 

(i)  assist in supervising all aspects of each Fund’s operations, except those performed by other parties pursuant to written agreements with the Fund; provided, that the distribution of Funds’ shares shall be the sole responsibility of the Funds’ distributor;

 

(ii)  assist in and coordinate the preparation of annual post-effective amendments (and supplements thereto) to each Fund’s registration statement on Form N-1A and provide specific information for inclusion therein; prepare and file with the Securities and Exchange Commission (the “SEC”) the Funds’ Forms N-Q and N-PX; prepare and file with the SEC the Funds’ Forms N-CSR (other than the included financial report); provide disclosure control review and chief executive officer and chief financial officer certifications for SEC filings; assist the Funds’ other co-administrator (the “Co-Administrator”) with preparation of Form N-SARs for the Funds and provide specific information for inclusion therein;

 



 

(iii)  furnish corporate secretarial services, including preparation of the agendas and specific materials for meetings of the Funds’ Boards and committees thereof; distribute Board and committee meeting materials and prepare minutes of routine meetings of the Boards and any committees thereof and of a Fund’s shareholders; and liaising with the Boards and providing additional information upon request;

 

(iv)  monitor compliance by the Funds with relevant provisions of the federal securities laws; coordinate the resolution of compliance matters identified with appropriate parties; assist in developing and monitoring compliance procedures for compliance with a Fund’s investment objective, policies and restrictions, tax status, personal trading and proxy voting procedures and certain other applicable laws and regulations related to trading practices, such as soft dollar and best execution policies;

 

(v)  supply the Funds with office facilities (which may be the Administrator’s own offices), internal executive, legal, regulatory and administrative services, and stationery and office supplies;

 

(vi)  oversee the preparation and production of the annual and semiannual reports to Fund shareholders, prepare the management letters and review and comment on the reports, including notes to the financial statements;

 

(vii)  act as liaison between each Fund and the Fund’s independent public accountants, counsel, custodian or custodians, transfer agent and Co-Administrator, and take all reasonable action to assure that all necessary and reasonably requested information is made available to each of them; actively participate with other relevant parties in the resolution of matters raised affecting the Funds and their operations;

 

(viii)  act as liaison with the SEC and other regulators in relation to inquiries and inspections;

 

(ix)  review, approve and arrange for the payment of Fund expenses; review and approve expense budgets and periodic expense adjustments;

 

(x)  develop and maintain website for the Funds;

 

(xi)  conduct due diligence of financial intermediaries that propose to enter into distribution and/or service agreements for the sale of Fund shares, negotiate legal arrangements with those intermediaries, provide specific information to financial intermediaries for transmission to their clients/customer, coordinate administrative efforts to offer Fund shares on various distribution platforms, reconcile invoices of financial intermediaries with transfer agency records, and arrange for the payment of financial intermediaries to the extent they are paid out of Fund assets;

 

(xii)  monitor compliance with the Funds’ frequent trading policy, oversee review of transaction information provided by financial intermediaries to the Funds or the Funds’ transfer agent, determine the appropriateness of hardship exceptions to various Funds’ redemption fee requirements, monitor as-of trades, assist in the correction of net

 

2



 

asset value or other errors affecting Fund share prices, and provide periodic reports to the Boards regarding these matters;

 

(xiii)  coordinating certain mailings to Fund shareholders, such as prospectus supplements, but specifically excluding dividend payments and transaction confirmations and account statements;

 

(xiv)  review each Fund’s tax returns as prepared by the Co-Administrator; oversee preparation and coordinate the mailing of Forms 1099 for the Funds; prepare descriptive information to accompany Forms 1099; monitor the accuracy of data provided on Forms 1099; and with the advice of counsel and Fund independent accountants, determine the appropriate tax treatment for specific investments or investment strategies;

 

(xv)  maintain and preserve Fund records consisting of Board and committee meeting materials and minutes, Fund corporate/trust records, Fund agreements with service providers, Fund policies and procedures and files evidencing compliance with the Funds’ Rule 17j-1 code of ethics;

 

(xvi)  respond to Fund shareholder complaints and shareholder inquiries as requested by the Fund’s transfer agent;

 

(xvii)  oversee the provision of certain shareholder liaison services by the Fund’s transfer agent (i.e., the transfer agent’s response to inquiries of Fund shareholders, its provision of information on shareholder investments, its assistance to Fund shareholders in changing account options and addresses);

 

(xviii)  prepare reports and provide information regarding the Funds as requested by the Boards or by other Fund service providers;

 

(xix)  assist in and coordinate the preparation of proxy statements; provide assistance in the solicitation of Fund shareholders by providing data for inclusion in proxy statements, coordinating proxy solicitors and other vendors, coordinating mailing of proxies and other solicitation materials, conducting shareholder meetings and developing strategies for solicitation campaigns; and

 

(xx)  provide information to the Funds’ distributor, as reasonably requested, concerning the Funds, such as portfolio holdings, expense ratios and performance information, to support their advisory and distribution activities.

 

3.             Compensation

 

For services provided pursuant to Section 2 of this Agreement, each Fund will pay the Administrator a monthly fee in arrears at an annual rate equal to 0.09% of the average daily net assets attributable to the Fund’s Class A, Class B, Class C and Class I shares, except that the Administrator will provide the services herein for any Credit Suisse institutional mutual fund and any institutional class of a Credit Suisse mutual fund without compensation.  If this Agreement is in effect for any period less than a full calendar month, the fee shall be prorated according to the proportion that such period of

 

3



 

effectiveness bears to the full monthly period.  For the purpose of determining fees payable to the Administrator, the value of a Fund’s net assets shall be computed at the times and in the manner specified in the Prospectus and Statement of Additional Information as from time to time in effect.

 

4.             Expenses

 

The Administrator will bear all expenses in connection with the performance of its services under this Agreement; provided, however, that each Fund will reimburse the Administrator for the reasonable out-of-pocket expenses incurred by it on behalf of the Fund upon presentation of appropriate documentation. Such reimbursable expenses shall include, but not be limited to, postage, telephone, facsimile, photocopying and commercial courier charges.

 

Each Fund will bear certain other expenses to be incurred in its operation, including: taxes, interest, brokerage fees and commissions, if any; fees of members of the Fund’s Board who are not officers, directors, or employees of Credit Suisse or any of its affiliates; SEC fees and state blue sky qualification fees; charges of custodians and transfer and dividend disbursing agents; certain insurance premiums; outside auditing and legal expenses; costs of maintenance of corporate existence; except as otherwise provided herein, 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, and meetings of the officers of the Board; costs of any pricing services; and any extraordinary expenses.

 

5.             Standard of Care

 

The Administrator shall exercise its best judgment in rendering the services listed in Section 2 above. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by a Fund in connection with the matters to which this Agreement relates; provided, however, that nothing in this Agreement shall be deemed to protect or purport to protect the Administrator against liability to the Fund or its shareholders to which the Administrator would otherwise be subject by reason of willful misfeasance, bad faith or negligence on its part in the performance of its duties or by reason of the Administrator’s reckless disregard of its obligations and duties under this Agreement.

 

6.             Term of Agreement

 

This Agreement shall continue for an initial period of one year and thereafter shall continue automatically (unless terminated as provided herein) for successive annual periods with respect to a Fund, provided that such continuance is specifically approved at least annually by (a) a vote of a majority of the Board and (b) a vote of a majority of the Board members who are not interested persons (as defined in the 1940 Act) of the Fund (“Independent Board Members”), by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable with respect to a Fund

 

4



 

without penalty (a) on sixty (60) days’ written notice, by a vote of a majority of the Fund’s Independent Board Members or by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, or (b) on ninety (90) days’ written notice by the Administrator. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act).

 

7.             Amendments

 

This Agreement may be amended only by written agreement signed by the Administrator and the Fund. To the extent that a written amendment pursuant to this Section is signed by some but not all of the Funds, such amendment shall be effective only with respect to the Funds that signed such written amendment.

 

8.             Service to Other Companies or Accounts

 

Each Fund understands that the Administrator now acts as investment adviser of the Funds and now acts, will continue to act and may act in the future as investment adviser, administrator, co-administrator or administrative services agent to one or more other investment companies, and the Fund has no objection to the Administrator’s so acting. Each Fund understands that the persons employed by the Administrator to assist in the performance of the Administrator’s duties hereunder will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Administrator or any affiliate of the Administrator to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

 

9.             Limitation of Liability

 

It is expressly agreed that this Agreement was executed by or on behalf of each Fund and not by the Board members of the Fund or its officers individually, and the obligations of the Fund hereunder shall not be binding upon any of the Board members, shareholders, nominees, officers, agents or employees of the Fund individually, but bind only the assets and property of the Fund. The execution and delivery of this Agreement have been authorized by the Board and signed by an authorized officer of each Fund, acting as such, and neither such authorization by such Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Fund.

 

10.           Choice of Law

 

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without giving effect to the choice-of-law provisions thereof.

 

5



 

11.           Counterparts

 

This Agreement may be executed in counterparts, each of which shall be deemed an original.

 

12.           Headings

 

The headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement.

 

If the foregoing is in accordance with your understanding, kindly indicate your acceptance hereof by signing and returning to us the enclosed copy hereof.

 

 

 

Very truly yours,

 

 

 

CREDIT SUISSE FUNDS LISTED ON EXHIBIT A

 

 

 

By:

/s/Karen Regan

 

Name:

Karen Regan

 

Title:

Secretary

 

Accepted:

 

CREDIT SUISSE ASSET MANAGEMENT, LLC

 

By:

/s/John G. Popp

 

Name:

John G. Popp

 

Title:

Authorized Signatory

 

 

6



 

EXHIBIT A

 

CREDIT SUISSE FUNDS

 

Credit Suisse Commodity Return Strategy Fund

Credit Suisse Opportunity Funds

Credit Suisse Floating Rate High Income Fund

Credit Suisse Liquid Alternative Fund

Credit Suisse Trust

Commodity Return Strategy Portfolio

 

7


Exhibit 99.(h)(7)

 

AMENDMENT NO. 2 TO CO-ADMINISTRATION AGREEMENT

 

AMENDMENT No. 2, made as of this first day of November 2011, to the Co-Administration Agreement (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) dated as of as of March 18, 2002 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and the Credit Suisse Funds listed and defined in Schedule A (the “Funds”).  Defined terms used herein shall have the same meaning as set forth in the Agreement.

 

WHEREAS, each of the Funds listed on Schedule A is registered as an open-end management investment company (or is a series of such registered company) under the Investment Company Act of 1940, as amended (the “1940 Act”);

 

WHEREAS, Credit Suisse Asset Management, LLC acts as co-administrator (the “Co-Administrator”) and provides certain services to the Funds;

 

WHEREAS, the Administrator and the Funds have entered into the Agreement by which the Administrator provides certain administrative services to the Funds; and

 

WHEREAS, the Funds and the Administrator wish to amend the Agreement to institute a term of one year effective as of the date set forth above and terminable upon 120 days’ written notice thereafter.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:

 

1.                                        Section 12 of the Agreement is hereby deleted and replaced in its entirety with the following:

 

12.                                  TERM, TERMINATION AND AMENDMENT

 

This Agreement shall remain in full force and effect for an initial term ending October 31, 2012 (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall continue in full force and effect until terminated by either party by an instrument in writing delivered to the other party, such termination to take effect not sooner than one hundred and twenty (120) days after the date of such delivery. During the Initial Term and thereafter, either party may terminate this Agreement. (i) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (a) failed to cure or (b) failed to establish a remedial plan to cure that this reasonably acceptable, within sixty (60) days’ written notice of such breach, or (ii) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent

 

1



 

jurisdiction. Upon termination of this Agreement pursuant to this paragraph with respect to any Fund (or portfolio thereof), the applicable Fund (or portfolio thereof) shall pay Administrator its compensation due and shall reimburse Administrator for its costs, expenses and disbursements, including reasonable out-of-pocket expenses associated with such termination.

 

In the event of: (i) any Fund’s termination of this Agreement with respect to such Fund (or portfolio(s) thereof) for any reason other than as set forth in the immediately preceding paragraph or (ii) a transaction not in the ordinary course of business pursuant to which the Administrator is not retained to continue providing services hereunder to a Fund (or portfolio thereof) (or its respective successor), the applicable Fund shall pay the Administrator its compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by Administrator with respect to such Fund (or portfolio thereof)) and shall reimburse the Administrator for its costs, expenses and disbursements.  Upon receipt of such payment and reimbursement, the Administrator will deliver such Fund’s (or portfolio’s) records as set forth herein.  For the avoidance of doubt, no payment will be required pursuant to clause (ii) of this paragraph in the event of any transaction such as (a) the liquidation or dissolution of a Fund (or portfolio thereof) and distribution of such Fund’s (or portfolio’s) assets as a result of the Board’s determination in its reasonable business judgment that such Fund (or portfolio) is no longer viable, (b) a merger of a Fund (or portfolio thereof) into, or the consolidation of a Fund (or portfolio thereof) with, another entity, or (c) the sale by a Fund (or portfolio thereof) of all, or substantially all, of its assets to another entity, in each of (b) and (c) where the Administrator is retained to continue providing services to such Fund (or portfolio) (or its respective successor) on substantially the same terms as this Agreement.

 

Termination of this Agreement with respect to any one particular Fund (or portfolio thereof) shall in no way affect the rights and duties under this Agreement with respect to any other Fund (or portfolio thereof).

 

This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

 

2.                                        Schedule A annexed hereto shall replace any prior Schedule A.

 

3.                                        All other terms and conditions of the Agreement, as amended, remain in full force and effect.

 

[ Remainder of page intentionally left blank .]

 

2



 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first written above.

 

 

 

EACH OF THE CREDIT SUISSE ASSET MANAGEMENT

 

 

FUNDS LISTED ON SCHEDULE A ANNEXED HERETO

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Name:

Michael A. Pignataro

 

 

Title:

CFO

 

 

 

 

 

 

 

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

 

By:

/s/Michael F. Rogers

 

 

 

Name:

Michael F. Rogers

 

 

Title:

Executive Vice President

 

3



 

CREDIT SUISSE FUNDS

CO-ADMINISTRATION AGREEMENT

 

SCHEDULE A

Dated as of November 1, 2011

 

October 31 Fiscal Year End Funds (“October 31 Funds”)

Credit Suisse Opportunity Funds

Credit Suisse Floating Rate High Income Fund

 

December 31 Fiscal Year End Funds (“December 31 Funds”)

Credit Suisse Trust

Commodity Return Strategy Portfolio

Credit Suisse Asset Management Income Fund, Inc.

Credit Suisse Commodity Return Strategy Fund

 

4


Exhibit 99.(h)(8)

 

Credit Suisse logo

 

February 6, 2012

 

State Street Bank and Trust Company

Lafayette Corporate Center

2 Avenue de Lafayette

Boston, Massachusetts 02111

Attention:  Darin S. Dagle, Vice President

 

Re:                                New Portfolio

 

Ladies and Gentlemen:

 

Please be advised that the Credit Suisse Opportunity Funds (the “ Fund ”) has established a new series of shares to be known as Credit Suisse Liquid Alternative Fund (the “ Portfolio ”).

 

In accordance with Section 1, the Additional Funds provision, of the Co-Administration Agreement dated as of March 18, 2002, by and among each management investment company party thereto and State Street Bank and Trust Company (as amended, modified or supplemented from time to time, the “ Agreement ”), the Fund hereby requests that your bank act as Co-Administrator for the Portfolio under the terms of the Agreement.  In connection with such request, the Fund hereby confirms to you, as of the date hereof, its representations and warranties set forth in Section 4 of the Amendment.

 

For convenience, attached as Schedule A hereto is a replacement of “Schedule A” to the Agreement.

 

Kindly indicate your acceptance of the foregoing by executing two copies of this letter agreement, returning one to the Fund and retaining one for your records.

 

 

 

Sincerely,

 

 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

CFO, Duly Authorized

 

 

 

 

Agreed and Accepted:

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

By:

/s/Michael F. Rogers

 

 

 

Name:

Michael F. Rogers

 

 

 

Title:

Executive Vice President

 

 

 

Effective Date:

March 27, 2012

 

 

 

 



 

EXHIBIT I

 

CREDIT SUISSE OPPPORUTNITY FUNDS

Credit Suisse Floating Rate High Income Fund

Credit Suisse Liquid Alternative Fund

 

CREDIT SUISSE HIGH YIELD BOND FUND

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

CREDIT SUISSE TRUST

Commodity Return Strategy Portfolio

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

2


Exhibit 99.(h)(14)

 

AMENDMENT

 

To Transfer Agency and Service Agreement dated October 1, 2007 (the “Agreement”)

Between
Each of the Credit Suisse Entities, Individually and not Jointly,

as Listed on Schedule A to the Agreement (the “Funds”)

and

Boston Financial Data Services, Inc. (the “Transfer Agent”)

 

This Amendment is made as of this 28 th  day of March 2012, between the Funds and the Transfer Agent.

 

In accordance with Section 17 (Additional Funds) and Section 16.1 (Amendment) of the Agreement, as amended, between the Funds and the Transfer Agent, the parties desire to amend the Agreement as set forth herein.

 

NOW THEREFORE, the parties agree as follows:

 

1.      Schedule A (Funds) . The current Schedule A to the Agreement is replaced and superseded with the Schedule A attached hereto and dated March 29, 2012;

 

2.      All defined terms and definitions in the Agreement shall be the same in this amendment (the “Amendment”) except as specifically revised by this Amendment.

 

3.      In all other regards, the terms and provisions of the Amendment shall continue to apply with full force and effect.

 

4.      This Amendment may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute on and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

 

EACH OF THE CREDIT SUISSE

 

BOSTON FINANCIAL DATA

ENTITIES, INDIVIDUALLY AND NOT

 

SERVICES, INC.

JOINTLY, AS LISTED ON SCHEDULE A

 

 

TO THE AGREEMENT

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

By:

/s/Richard J. AHL

Name:

Michael A. Pignataro

 

Name:

Richard J. AHL

Title:

CFO

 

Title:

SVP

 



 

Schedule A

Dated: March 29, 2012

 

Fund

 

Type of Entity

 

State of Organization

 

 

 

 

 

Credit Suisse Commodity Return Strategy Fund

 

Trust

 

DE

 

 

 

 

 

Credit Suisse Trust

 

Trust

 

MA

Commodity Return Strategy Portfolio

 

 

 

 

 

 

 

 

 

Credit Suisse Opportunity Funds

 

Trust

 

DE

Credit Suisse Floating Rate High Income Fund

 

 

 

 

Credit Suisse Liquid Alternative Fund

 

 

 

 

 

2


 

Exhibit 99.(h)(25)

 

TENTH AMENDMENT TO

SECURITIES LENDING AUTHORIZATION AGREEMENT

BETWEEN

THE CREDIT SUISSE FUNDS LISTED ON SCHEDULE B

AND

STATE STREET BANK AND TRUST COMPANY

 

This Tenth Amendment (this “Amendment”) dated as of March 6, 2012 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 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 add a new 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 respect:

 

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 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, and the Agreement is ratified and affirmed as being in full force and effect.  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

 

STATE STREET BANK AND

Schedule B, severally and not jointly

 

TRUST COMPANY

By:

/s/Michael A. Pignataro

 

By:

/s/ Kimberly Newell Chebator

Name:

Michael A. Pignataro

 

Name:

Kimberly Newell Chebator

Title:

CFO

 

Title:

Senior Managing Director

 



 

Schedule B

 

Effective March 6, 2012

 

The 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”), as amended.

 

Company

 

Portfolio

 

Fund
Number

 

Tax ID

 

Tax
Year-
End

 

 

 

 

 

 

 

 

 

Credit Suisse Trust

 

Commodity Return Strategy Portfolio

 

TH87

 

11-3757399

 

12/31

 

 

 

 

 

 

 

 

 

Credit Suisse Asset Management Income Fund

 

n/a

 

TH96

 

04-3230507

 

12/31

 

 

 

 

 

 

 

 

 

Credit Suisse Opportunity Funds

 

Credit Suisse Floating Rate High Income Fund

 

TH45

 

13-4042415

 

10/31

 

 

Credit Suisse Liquid Alternative Fund

 

TH97

 

45-4342458

 

10/31

 

 

 

 

 

 

 

 

 

Credit Suisse Commodity Return Strategy Fund

 

n/a

 

TH85

 

06-1734448

 

10/31

 

 

 

 

 

 

 

 

 

Credit Suisse High Yield Bond Fund

 

n/a

 

TH82

 

13-4009166

 

10/31

 

2


 

Exhibit 99.(h)(27)

 

EXECUTION VERSION

 

SECURITIES LENDING AND SERVICES AGREEMENT

 

BETWEEN

 

CREDIT SUISSE OPPORTUNITY FUNDS, ON BEHALF OF ITS SERIES,

 

CREDIT SUISSE LIQUID ALTERNATIVE FUND

 

AND

 

STATE STREET BANK AND TRUST COMPANY

 



 

SECURITIES LENDING AND SERVICES AGREEMENT

 

Agreement (the “ Agreement ”) dated as of the 30th day of March, 2012 between Credit Suisse Opportunity Funds, a Delaware statutory trust, on behalf of its series, Credit Suisse Liquid Alternative Fund (the “ Borrower ”), and State Street Bank and Trust Company, a Massachusetts trust company (“ State Street ”), setting forth the terms and conditions under which State Street, acting as principal and not as agent on behalf of any party, may from time to time lend certain securities to the Borrower against the receipt of Securities Loan Collateral, as defined herein.

 

WHEREAS , State Street, on its own behalf, wishes to lend securities to the Borrower and the Borrower wishes to borrow securities from State Street;

 

WHEREAS , State Street is willing to perform certain collateral transfer and corporate action services on behalf of the Borrower in connection with the lending of securities to the Borrower;

 

WHEREAS , State Street is further willing to make cash loans to the Borrower from time to time, which cash loans shall only be used as collateral for borrowings of securities from State Street; and

 

WHEREAS , the Parties have agreed to enter into this Agreement to set out the terms and conditions on which State Street will lend securities to the Borrower and make cash loans to the Borrower;

 

NOW IT IS HEREBY AGREED

 

1.              Interpretation

 

1.1            Definitions

 

Act of Insolvency ” shall mean, with respect to any Party to this Agreement, (a) the commencement by such Party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such Party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (b) the commencement of any such case or proceeding against such Party or another seeking such an appointment or election or the filing against such Party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, as amended, which (i) is consented to or not timely contested by such Party, (ii) results in the entry of an order for relief or an appointment or election as sought, the issuance of such a protective decree or the entry of an order having a similar effect or (iii) is not dismissed within fifteen (15) days, (c) the making by such Party of a general assignment for the benefit of creditors or (d) the admission in writing by such Party of its inability to pay its debts as they become due.

 

Affiliate ” means with respect to another Person any Person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with

 



 

such other Person.  For purposes of this definition the term “control” means the power to elect a majority of the board of directors or comparable governing body of a Person.

 

Applicable Appendix ,” means the applicable appendix executed by the Parties pursuant to Section 28 hereto that describes provisions applicable to Borrowed Securities issued by an issuer that is incorporated in a jurisdiction other than the United States.  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, in each case as is in effect from time to time and as 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.

 

Bank ” means a “bank” within the meaning of Section 3(a)(6)(A)-(C) of the Exchange Act.

 

Borrowed Security ” means any “security,” as such term is defined in the Exchange Act, that is delivered to the Borrower for the purpose of effecting a Securities Loan hereunder until either (i) the Borrower returns such security through the relevant Clearing Organization and such Clearing Organization credits such security to the account of State Street, (ii) the Borrower delivers a physical certificate for such security to State Street, (iii) State Street otherwise accepts the security back from the Borrower under this Agreement, (iv) State Street selects to replace the security by the purchase of an Equivalent Security or has deemed such security to have been purchased at a price equal to the Replacement Value, in each case in accordance with the terms hereof,  or (v) State Street shall have otherwise agreed to terminate the Security Loan without the return of such security by the Borrower, provided, however , that with respect to any of the foregoing 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 a Borrowed Security by the Borrower pursuant to Section 11 or the purchase or sale of securities pursuant to Sections 13 or 15 hereunder, such term shall include securities of the same issuer, class and quantity as the Borrowed Security, as adjusted pursuant to the preceding sentence.

 

Broker-Dealer ” means a Person in the United States registered as a broker or as a dealer under the Exchange Act or a Person in any foreign jurisdiction whose securities activities, if conducted in the United States, would be described by the definition of “broker” or “dealer” in Sections 3(a)(4) or 3(a)(5) of the Exchange Act and that has the necessary licenses, permissions or authorizations in its home jurisdiction to perform such securities activities.

 

Business Day ” means any day recognized as a settlement day by the New York Stock Exchange, Inc. and on which State Street is open for business to the public.

 

2



 

Cash Loan ” has the meaning given it in Section 6.1.

 

Cash Loan Collateral ” has the meaning given it in Section 6.1.

 

Cash Loan Margin Amount ” with respect to each Cash Loan, means an amount of Liquid Custodial Collateral the Collateral Value of which at the time of determination is at least equal to the product of (a) one hundred and two percent (102%), or such greater percentage as is required by State Street, and (b) the sum of (i) the outstanding amount of such Cash Loan at such time and (ii) all accrued and unpaid interest and other fees, if any, and obligations due and payable with respect to such Cash Loan at such time.

 

Cash Loan 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 Cash Loans made pursuant to this Agreement, whether absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

 

Clearing Organization ” means (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.

 

Code ” means the Internal Revenue Code of 1986, as amended.

 

Collateral Documents ” means, collectively, each of the agreements entered into from time to time by the Borrower pursuant to Section 3.4, Section3.4 6.3 or Section 17 hereof, in order to create or perfect any security interest granted or purported to be granted by the Borrower in favor of State Street pursuant thereto.

 

Collateral Location ” means the United States or such other location as agreed to by the Parties where the transfer of Securities Loan Collateral with respect to a Securities Loan is to occur.

 

Collateral Transfer Day ” means each business day on which the office of State Street (or, if applicable, the agent of State Street) at the Collateral Location can receive or make a transfer of Securities Loan 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.  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.

 

Collateral Value ” means with respect to any Securities Loan Collateral, Cash Loan Collateral or Custodial Collateral:

 

(a)            that is cash, the amount thereof;

 

(b)            consisting of securities, the Market Value thereof;

 

(c)            consisting of Letters of Credit, the Permitted Amount thereunder; and

 

3



 

(d)            consisting of other property or assets, the value thereof as determined by such independent sources as may be selected by State Street on a reasonable basis.

 

Custodial Collateral ” means, whether now owned or hereafter acquired, all property and assets of the Borrower held, possessed or controlled by the Custodian.  Such Custodial Collateral shall include, without limitation, all of the types of property set forth in Schedule A hereto; provided , however , that Custodial Collateral shall not include those assets identified from time to time as “Other Cover Assets” on the “Cover Schedule” accepted by State Street and in effect from time to time in accordance with Schedule A hereto, provided , further , however , that such assets shall be excluded from the definition of Custodial Collateral only during such time as such Cover Schedule is in effect.

 

Custodian ” means State Street, or any of its successors or assigns, acting in a custodial or similar capacity on behalf of the Borrower in relation to the holding of property and assets of the Borrower as contemplated by Section 17(f) of the Investment Company Act. The term “Custodian” shall also include any Sub-Custodian.

 

Custodian Contract ” means any agreement, whether now in existence or hereafter entered into, pursuant to which State Street agrees to act as custodian for the Borrower as contemplated by Section 17(f) of the Investment Company Act.

 

Default Rate ” means the Prime Rate, unless a different rate is specified in the Applicable Appendix.

 

Delivery Deadline ” has the meaning given it in Section 5.3(a).

 

Equivalent Securities ” in connection with any Securities Loan means securities of the same issue, class and quantity as the Borrowed Securities that are the subject of such Securities 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 Borrowed Securities are partly paid or have been converted, sub-divided, consolidated, redeemed or 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 that State Street 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 that State Street has directed the Borrower to take up in accordance with the terms hereof, provided, however , that State Street shall have paid to the Borrower all and any sums due in respect thereof a reasonable time in advance;

 

4



 

(e)            in the case of a call on partly paid Borrowed Securities, the paid-up securities, provided, however , that State Street shall have paid to the Borrower the sum due a reasonable time in advance.

 

“ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

 

Event of Default ” has the meaning given it in Section 13.

 

Exchange Act ” means the Securities Exchange Act of 1934, as amended.

 

External Manager means any third party investment manager, investment advisor, trust company or other agent appointed by the Borrower from time to time to manage the securities and other assets of the Borrower held by the Custodian.

 

Investment Company Act ” means the Investment Company Act of 1940, as amended.

 

Lending Agent ” means State Street Bank and Trust Company acting in its capacity as agent for the Borrower under the Securities Lending Agreement.

 

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 State Street in its sole discretion.  The Letter of Credit shall provide that payments thereunder shall be made to State Street upon presentation of a statement by State Street to the effect that an Event of Default has occurred with respect to the Borrower under this Agreement.

 

Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), 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 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.

 

Margin Percentage ” means one hundred and two percent (102%) or such greater percentage as may be required by State Street at the time of entering into the Securities Loan as a result of the nature of the Borrowed Securities and the Securities Loan Collateral.

 

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 State Street or by such other independent sources as may be selected by State Street on a reasonable basis.  For the avoidance of doubt, the Market Value for U.S. exchange traded equity securities means the most recent closing price on the listing exchange for those securities as determined by such independent pricing service.   The Market Value shall be stated in the currency of the Collateral Location.

 

Notice Deadline ” has the meaning given it in Section 5.3(a).

 

5



 

Other Securities Lending Agreement ” means any agreement (other than this Agreement) pursuant to which the Borrower has borrowed securities from State Street or loaned securities to State Street, and any agreement, document or instrument executed by the Borrower in order to create or perfect any security interest relating to an Other Securities Loan in favor of State Street or any of its Affiliates.

 

Other Securities Loan ” means a loan of securities under any Other Securities Lending Agreement.

 

Parties ” means State Street 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 State Street 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.

 

Prime Rate ” means 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.  If The Wall Street Journal is no longer published, then State Street may in its reasonable discretion select a replacement publication reflecting the Prime Rate or equivalent rate.

 

Replacement Value ” means the price, including accrued interest, at which Equivalent Securities to the Borrowed Securities could be purchased in the principal market for such securities at the time of election by State Street under Section 13.1 hereof.

 

Securities Laws ” has the meaning given it in Section 13.4.

 

Securities Lending Agreement ” means that securities lending authorization agreement between State Street Bank and Trust Company and the Borrower, as it may be amended from time to time, to the extent such agreement is entered into between the Parties.

 

Securities Loan ” means a loan of securities hereunder.

 

Securities Loan Collateral ” means, whether now owned or hereafter acquired, (a) any cash, securities, Letters of Credit, financial assets, investment property and other property and assets (including all security entitlements in respect thereof, all income and profits thereon, all dividends, interest and other payments and distributions with respect thereto and all proceeds from any of the foregoing) of the Borrower delivered to State Street by the Borrower pursuant to Sections 3.1 or 5.1 in accordance with Applicable Law and (b) any and all accounts of the Borrower in which such property or assets are deposited or to which such property or assets are credited.

 

6



 

Securities Loan Obligations ” means all obligations and liabilities of the Borrower to State Street with respect to Securities Loans made under this Agreement.

 

Securities Trading Day ” shall mean each business day in a Securities Trading Location when settlement of securities trades can be made by the office of State Street (or, if applicable, any agent therefor) in such Securities Trading Location.

 

Securities Trading Location ” means that location agreed to by the Parties where the transfer of Borrowed Securities with respect to a Securities Loan is to occur.

 

State Street Principal Transactions ” has the meaning given it in Section 9.11.

 

Sub-Custodian ” means any Person to whom the performance of the duties of the Custodian have been delegated and who has been approved by the Borrower to act in such capacity in accordance with the Investment Company Act.

 

Taxes ” means any taxes, 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, required by law to be paid or withheld, including, without limitation, any capital gains tax imposed by a jurisdiction as set forth in the Applicable Appendix and any tax imposed on State Street with respect to the services performed by State Street in arranging for the Securities Loans or Cash Loans or by State Street acting as agent under this Agreement.  “Taxes” does not include income tax assessable against State Street or its Affiliates with respect to fees payable under this Agreement.

 

Third Party ” means any Person that is not State Street.

 

Uniform Commercial Code has the meaning given it in Section 1.3 hereof.

 

United States Security ” means a security issued or guaranteed as to principal or interest by the United States government or any of its agencies.

 

1.2            Where an External Manager or any other Person acts as agent for and on behalf of the Borrower in any manner hereunder, including, without limitation, entering into Securities Loans or Cash Loans, any action or omission by such External Manager or such Person with respect to the subject matter of this Agreement, including, without limitation, any and all directions and instructions to State Street, will be binding on and inure to the benefit of the Borrower as if the Borrower took such action or made such omission in its own right, and the Borrower shall be liable for such action or omission as principal and shall have no claim that such action or omission was unauthorized, unless State Street shall has received sufficient prior written notice from the Borrower that such External Manager or such Person is not authorized to act as agent for the Borrower.

 

1.3            Unless otherwise defined in this Agreement, terms defined in Article 8 or Article 9 of the Uniform Commercial Code, as defined below, are used in this Agreement as such terms are defined in such Article 8 or Article 9.  “ Uniform Commercial Code ” means the Uniform Commercial Code as in effect from time to time in The Commonwealth of Massachusetts; provided, however, that, if perfection or the effect of perfection or non perfection

 

7



 

or the priority of the security interest in any Securities Loan Collateral, Cash Loan Collateral or Custodial Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than The Commonwealth of Massachusetts, “Uniform Commercial Code” 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, provided, further, that, if perfection or the effect of perfection or non perfection or the priority of the security interest in any Securities Loan Collateral, Cash Loan Collateral or Custodial Collateral is governed by the laws of a foreign country, “Uniform Commercial Code” means any foreign country laws and regulations comparable to the Uniform Commercial Code 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 Uniform Commercial Code shall also have any extended, alternative or analogous meaning given to such term in analogous foreign personal or movable property security laws.

 

2.              State Street Securities Loans .

 

2.1            Upon the request of the Borrower, State Street may, from time to time, in its sole and absolute discretion, lend securities to the Borrower against the receipt of Securities Loan Collateral delivered by the Borrower.  The Parties shall agree on the terms of each Securities Loan, including the identity and amount of the securities to be lent, the duration of the Securities Loan, the basis of compensation, the type and amount of Securities Loan Collateral to be delivered by the Borrower and the method by which such Securities Loan Collateral is to be delivered by the Borrower to State Street, which terms may be amended during the period of the Securities Loan only by mutual agreement of the Parties hereto.

 

2.2            The Securities Loans and all applicable terms and conditions thereof, as well as any amendments and activity, if any, with respect thereto, shall be evidenced by the custodial or other books and records of State Street pertaining to such Securities Loans maintained by State Street in the regular course of its business, and such books and records shall represent conclusive evidence thereof except for manifest error or willful misconduct. State Street will send to the Borrower monthly statements of outstanding Securities Loans showing all Securities Loan activity for the prior month. The Borrower agrees that it shall be responsible for promptly examining each monthly statement for accuracy and correctness of the contents thereof and advising State Street of any errors or exceptions therein within twenty (20) days after delivery of any such statement.  The foregoing shall not be construed to prevent the Parties from mutually agreeing to amend or correct such monthly statements and the relevant custodial or other books and records of State Street if there has been manifest error or willful misconduct in the preparation thereof.

 

2.3            If, on any Collateral Transfer Day, the Borrower delivers Securities Loan Collateral, as provided in Section 3.1 hereunder, and State Street does not deliver the Borrowed Securities as provided in Section 4.1 hereunder, the Borrower shall have the absolute right to the prompt return of the Securities Loan Collateral. If, on any Securities Trading Day, State Street delivers Borrowed Securities as provided in Section 4.1 hereunder and the Borrower does not deliver Securities Loan Collateral as provided in Section 3.1 hereunder, State Street shall have the absolute right to the prompt return of the Borrowed Securities.

 

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3.              Deliveries and Treatment of Securities Loan Collateral .

 

3.1            No later than the Collateral Transfer Day that is coincident with the Securities Trading Day upon which Borrowed Securities are to be transferred to the Borrower as a Securities Loan,  or such earlier date as is required by State Street and as may be applicable in the jurisdiction in which the relevant Borrowed Securities are customarily traded, the Borrower shall deliver to State Street Securities Loan Collateral of a type designated by State Street and having a Collateral Value not less than the Margin Percentage of the current Market Value of the Borrowed Securities.  The Securities Loan Collateral shall be delivered by one or more of the following methods agreed to by the Parties pursuant to Section 2.1:

 

(a)            the Borrower transferring cash funds by wire in the lawful currency of the Collateral Location, unless a different currency is agreed by the Parties at the time of the Securities Loan in accordance with Section 2.1 hereof;

 

(b)            the Borrower delivering to State Street 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 State Street in its sole discretion;

 

(c)            the Borrower delivering United States Securities through the Federal Reserve book-entry system to the account of State Street at the Federal Reserve Bank of Boston;

 

(d)            the Borrower delivering United States Dollars to the account of State Street at the Federal Reserve Bank of Boston;

 

(e)            the Borrower delivering non-cash Securities Loan Collateral through any Clearing Organization agreed to by the Parties;

 

(f)             the identification and designation, on the custodial or other books and records of State Street pertaining to the Borrower, of Liquid Custodial Collateral as Securities Loan Collateral in accordance with Section 13.7 hereof; and/or

 

(g)            the Borrower delivering Securities Loan Collateral through any other methods agreed to by the Parties.

 

3.2            With respect to any Securities Loan, the Borrower may fulfill the requirements of Section 3.1 by delivering Securities Loan Collateral consisting in part or in whole of the cash proceeds of a Cash Loan; provided, however , that this Section 3.2 shall not be, or be deemed to be, a commitment by State Street to make any Cash Loan.

 

3.3            The Borrower may not assign, change, grant a security interest in or otherwise dispose of the Securities Loan Collateral or any rights therein to a Third Party.

 

3.4            The Securities Loan Collateral delivered by the Borrower to State Street, as adjusted pursuant to Section 3.7 below, as well as any securities or other property delivered for the purposes of being Securities Loan Collateral but which does not qualify as Securities Loan Collateral because delivery did not comply with Applicable Law , shall be security for the due and punctual performance by the Borrower of any and all of its obligations to State Street

 

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hereunder, whether now or hereafter arising, and the Borrower hereby pledges, assigns and grants, to and for the benefit of State Street, as security for such obligations, a first priority security interest in all rights, title and interest of the Borrower in and to the Securities Loan Collateral.  Such first priority security interest shall attach upon the delivery of the Securities Loan Collateral to State Street and survive the termination of this Agreement and cease to exist only upon the redelivery of the Securities Loan Collateral to the Borrower.  The Borrower agrees to enter into such agreements, make such filings and take such other actions as may be reasonably required by State Street to take and perfect such security interest.

 

3.5            Except as otherwise set forth in this Section 3.5, it is understood that State Street may use, invest and re-hypothecate the Securities Loan Collateral in its sole discretion.  To the extent that any Securities Loan Collateral is delivered by the Borrower to State Street through the identification and designation, on the custodial or other books and records of State Street relating to the Borrower, of Liquid Custodial Collateral as Securities Loan Collateral in accordance with Section 13.7 hereof, State Street shall not have the right to use, invest or re-hypothecate such Securities Loan Collateral, provided, however , that the foregoing restrictions shall not be intended to preclude State Street from exercising any remedy provided for in Section 13 hereof with respect to such Securities Loan Collateral upon an Event of Default with respect to the Borrower.

 

3.6            With the prior approval of State Street, the Borrower may at any time substitute for any securities held by State Street as Securities Loan Collateral hereunder other Securities Loan Collateral of equal current Collateral Value to the securities for which it is to be substituted, provided, however, that the Borrower must first deliver the agreed upon substitute Securities Loan Collateral to State Street before the Borrower is entitled to receipt of the other securities then held by State Street as Securities Loan Collateral.  The Borrower shall, upon at least one (1) day prior notice from State Street, replace any debt security that has been delivered to State Street as Securities Loan Collateral by delivering to State Street other Securities Loan Collateral acceptable to State Street and of equal current Collateral Value to the debt security for which it is to be substituted.  Any substitute Securities Loan Collateral delivered to State Street hereunder shall be considered Securities Loan Collateral for all purposes under this Agreement.

 

3.7            The Borrower shall be entitled, in the absence of any Event of Default by or with respect to the Borrower that has occurred and is continuing, to receive all distributions made on or in respect of non-cash Securities Loan Collateral, the payment dates for which are during the term of the Securities Loan and which are not otherwise received by the Borrower, to the full extent it would be so entitled if the Securities Loan Collateral had not been delivered to State Street; provided, however , that the amount, type or value of such distribution that the Borrower is entitled to receive hereunder shall not exceed the amount, type and value actually received by State Street or its agents.  Any distributions made on or in respect of such Securities Loan Collateral that the Borrower is entitled to receive pursuant to this Section 3.7 shall be paid in the same currency as such distribution is paid by the issuer and State Street shall pay such distributions to the Borrower forthwith upon receipt by State Street, so long as an Event of Default by or with respect to the Borrower has not occurred and is continuing at the time of such receipt by State Street.  Notwithstanding any provision of this Section 3.7 to the contrary, the Borrower acknowledges that distributions on Securities Loan Collateral may be afforded different treatment than the Borrower would have been so entitled had it not delivered the

 

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Securities Loan Collateral to State Street and hereby agrees not to make any claim against State Street for any disparate treatment as a result of its receiving the distribution from State Street as opposed to a distribution from the issuer directly.  In addition, State Street shall reduce the amount of such distributions paid to the Borrower by any withholding or other taxes imposed or assessed with respect to such distributions.

 

3.8            Except as provided in Sections 13 and 15 hereunder, State Street shall be obligated to return the Securities Loan Collateral to the Borrower immediately upon the return to State Street of the Borrowed Securities.

 

3.9            The Borrower acknowledges that State Street is willing to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 3. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to deliver Securities Loan Collateral to State Street pursuant to and in compliance with this Section 3. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 3.9 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.

 

4.              Deliveries and Treatment of Borrowed Securities .

 

4.1            After the Borrower has delivered Securities Loan Collateral required by Section 3 hereof, State Street shall, on the Securities Trading Day agreed to by the Parties, deliver the Borrowed Securities to the Borrower or, in accordance with the instructions of the Borrower, to the agent of the Borrower, by one of the following methods, as agreed by the Parties pursuant to Section 2.1:

 

(a)            by delivering to the Borrower certificates representing the Borrowed Securities, together with such transfer documents as are customary for such Borrowed Securities;

 

(b)            by causing the Borrowed Securities to be credited to an account designated by the Borrower at State Street;

 

(c)            by causing the Borrowed Securities to be credited to an account designated by the Borrower at a Clearing Organization, which crediting and debiting shall result in receipt by the Borrower and State Street of a Clearing Organization notice that shall constitute a schedule of the Borrowed Securities hereunder; or

 

(d)            by any other method customary for the delivery of such Borrowed Securities at the Securities Trading Location and agreed to by the Parties.

 

4.2            Except as provided in Section 4.2, the Borrower shall have and be entitled to 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 State Street in accordance with the terms of this Agreement. It is the intention of the Borrower

 

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and State Street that full title and ownership of, in and to the Borrowed Securities shall pass to the Borrower upon the making of any Securities Loan in accordance with the terms hereof.  State Street hereby waives the right to vote or to provide any consent or to take any similar action with respect to the Borrowed Securities in the event that the record date for such vote, consent or other action falls during the term of the Securities Loan. The Borrower and State Street acknowledge and agree that nothing in this Agreement shall be construed to limit in any way the characterization of (a) a Securities Loan as a sale of the Borrowed Securities coupled with an obligation to repurchase Equivalent Securities or (b) the delivery of Securities Loan Collateral as the payment of the purchase price for Borrowed Securities.

 

4.3            State Street 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 Securities Loan and which are not otherwise received by State Street, to the full extent it would be so entitled if the Borrowed Securities had not been lent to the 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 Code and similar refundable tax credits);

 

(c)            all stock dividends;

 

(d)            all securities received as a result of split ups, conversions, sub-divisions or consolidations of the Borrowed Securities and distributions in respect thereof;

 

(e)            all interest payments;

 

(f)             in the case of a rights issue, the Borrowed Securities together with all securities allotted thereon;

 

(g)            in the case of a redemption, a sum of money equivalent to the proceeds of the redemption;

 

(h)            any and all rights relating to or arising out of any conversion, sub-division, consolidation, preemption, takeover offer or similar events, 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 State Street may, within a reasonable time before the latest time for the exercise of the right, give written notice to the Borrower that on redelivery of the Borrowed Securities it wishes to receive securities in such form as if the right had been exercised or, in the case of a right which may be exercised in more than one manner, had been exercised as specified in such written notice;

 

(i)             in the case of a capitalized issue, the Borrowed Securities together with all securities allotted by way of a bonus thereon;

 

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(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 State Street to participate in the rights, payments or other benefits described therein or (ii) exercise or be deemed to have exercised such rights as will have been directed by State Street.  In the event a re-registration process is necessary in order to transfer any rights, payments or other benefits that attach to the Borrowed Securities and a Securities Loan is terminated prior to the applicable record or payable date but not sufficiently prior to the record or payable date to enable State Street to re-register the Borrowed Securities in its own name, the Borrower shall forward, and act on behalf of State Street in accordance with the instructions of State Street with respect to, all such rights, payments or other benefits.

 

4.4            The Borrower shall pay to State Street all cash distributions, including without limitation cash dividends, made on or in respect of the Borrowed Securities in the same currency that the issuer of the Borrowed Security would have paid State Street in respect of such cash distribution, gross of any taxes in an amount equal to such cash distribution, 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.  Any cash distribution made on or in respect of the Borrowed Securities that State Street is entitled to receive pursuant to this Section 4.4 shall be paid to State Street by the Borrower without demand on the payable, maturity or redemption date.  Non cash distributions made on or in respect of the Borrowed Securities shall be added to the Borrowed Securities and shall be considered Borrowed Securities hereunder for all purposes, except that (a) if the Borrowed Securities have been returned to State Street or if an Event of Default with respect to the Borrower has occurred or is continuing hereunder, the Borrower shall promptly deliver any such non-cash distributions to State Street and (b) State Street may direct the Borrower, upon no less than six Business Days notice prior to the date of such a non cash distribution, to deliver the same to State Street on the Securities Trading Day next following the date of such non-cash distribution.

 

4.5            With respect to the right to purchase additional securities in Section 4.3(k) hereof, State Street may, at its sole option, (a) direct the Borrower to purchase additional securities or (b) terminate the Securities Loan giving rise to such rights so that State Street may exercise its purchase rights.  In the case of clause (a) under the preceding sentence, the Borrower may elect either (i) to retain such additional securities as part of its Securities Loan, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities and that the Securities Loan of such additional securities is collateralized as required by Section 3 hereof or (ii) to deliver such additional securities to State Street on the date specified by State Street, in which case State Street and the Borrower shall make such arrangements as are necessary to provide that the Borrower has adequate funds to purchase such additional securities.  In the case of clause (b) of the next preceding sentence, the applicable provisions of this Agreement regarding terminations of Securities Loans shall apply.

 

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4.6            The Borrower acknowledges that State Street is willing, at no additional charge, to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 4. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to satisfy its obligations to State Street under this Section 4 and to comply with the instructions of State Street pursuant to this Section 4, including, without limitation, purchasing any such rights, securities or other assets on the relevant securities markets, executing any required foreign exchange transactions and debiting the custody or other accounts of the Borrower at State Street to settle any of the foregoing securities or foreign exchange transactions or to satisfy its delivery or payment obligations to State Street hereunder. The Borrower hereby acknowledges and agrees that State Street will effect the purchase of all such rights, securities or other assets on the relevant securities markets on behalf of the Borrower through the Broker-Dealer Affiliates of State Street and will execute any and all required foreign exchange transactions on behalf of the Borrower with State Street, acting as principal, in accordance with Section 20 hereof. The fees and methods for determining any compensation to be paid to State Street for such purchases and foreign exchange transactions are set forth in Section 8 and Section 20 of this Agreement and the Borrower agrees that such fees and compensation are reasonable and fair in light of the services being provided by State Street pursuant to this Section 4. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 4.6 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.

 

5.              Marks to Market; Maintenance of Securities Loan Collateral .

 

5.1            The Borrower shall daily mark to market each Securities Loan outstanding hereunder and in the event that at the opening of business on any Collateral Transfer Day the Collateral Value of all Securities Loan Collateral delivered by the Borrower to State Street with respect to any Securities Loan outstanding hereunder shall be less than the Margin Percentage of the Market Value of all Borrowed Securities outstanding with respect to such Securities Loan, the Borrower shall deliver to State Street additional Securities Loan Collateral by the close of business on such Collateral Transfer Day so that the Collateral Value of such additional Securities Loan Collateral when added to the Collateral Value of the Securities Loan Collateral previously delivered by the Borrower to State Street with respect to such Securities Loan shall equal at least the Margin Percentage of the Market Value of the Borrowed Securities outstanding with respect to such Securities Loan.  Such additional Securities Loan Collateral shall be delivered as provided for in Section 3.1 and shall be subject to all the terms, conditions and restrictions set forth in Section 3 of this Agreement.

 

5.2            In the event that at the opening of business on any Collateral Transfer Day the Collateral Value of all Securities Loan Collateral delivered by the Borrower to State Street with respect to any Securities Loan outstanding hereunder shall be less than the Margin Percentage of the Market Value of all Borrowed Securities outstanding with respect to such Securities Loan, State Street may, by notice to the Borrower, demand that the Borrower deliver to State Street additional Securities Loan Collateral by the close of business on such Collateral

 

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Transfer Day so that the Collateral Value of such additional Securities Loan Collateral when added to the Collateral Value of the Securities Loan Collateral previously delivered by the Borrower to State Street with respect to such Securities Loan shall equal at least the Margin Percentage of the Market Value of the Borrowed Securities outstanding with respect to such Securities Loan. Notwithstanding anything to the contrary, no notice and demand delivered by State Street to the Borrower pursuant to this Section 5.2 shall be deemed to substitute for or otherwise relieve the Borrower of its obligations under Section 5.1 above.

 

5.3            The timing of the delivery of Securities Loan Collateral in response to a notice and demand made pursuant to Section 5.2 shall be as follows:

 

(a)            If the Collateral Location is in the United States: (i) such delivery of Securities Loan Collateral is to be made by 2:00 p.m. (Boston time) on any Collateral Transfer Day if such notice is delivered by 11:00 a.m. (Boston time) on such Collateral Transfer Day and (ii) if such notice is delivered after 11:00 a.m. (Boston time) on any Collateral Transfer Day, such delivery of Securities Loan Collateral is to be made by 2:00 p.m. (Boston time) of the next Collateral Transfer Day, unless such notice has been superseded by a proper notice and demand made pursuant to Section 5.2 and delivered prior to 11:00 a.m. (Boston time) of that next Collateral Transfer Day.

 

(b)            If the Collateral Location is not in the United States: (i) such delivery of Securities Loan Collateral shall be made not later than 2:00 p.m. local time at the Collateral Location on any Collateral Transfer Day (the “ Delivery Deadline ”) if such notice is delivered by 11:00 a.m. local time at the Collateral Location on such Collateral Transfer Day (the “ Notice Deadline ”) or (ii) if such notice is not delivered prior to the Notice Deadline such delivery of Securities Loan Collateral is to be made by the Delivery Deadline on the next Collateral Transfer Day, unless such notice has been superseded by a proper notice and demand made pursuant to Section 5.2 delivered prior to the Notice Deadline, if applicable, of that next Collateral Transfer Day.

 

5.4            The Borrower acknowledges that State Street is willing, at no additional charge, to act as agent for and on behalf of the Borrower in performing all of the obligations of the Borrower required by this Section 5. Accordingly, the Borrower hereby authorizes and directs State Street to, at the sole expense of the Borrower, use commercially reasonable efforts to take such actions as agent for and on behalf of the Borrower as State Street believes are necessary or appropriate to cause the Borrower to deliver Securities Loan Collateral to State Street pursuant to and in compliance with this Section 5. The Borrower may terminate its appointment of State Street as agent for and on behalf of the Borrower pursuant to this Section 5.4 at any time upon written notice to that effect to State Street. State Street also may, in its sole discretion, cease to act as agent for and on behalf of the Borrower if an Event of Default has occurred and is continuing with respect to the Borrower.

 

6.              Cash Loans to Borrower.

 

6.1            If the Borrower has requested to borrow securities pursuant to this Agreement, but, for any reason, in the sole discretion of State Street, cannot or elects not to deliver Securities Loan Collateral acceptable to State Street in a timely manner and otherwise in

 

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compliance with Section 3 hereof, State Street may, in its sole and absolute discretion and at the request of the Borrower, loan cash to the Borrower (each, a “ Cash Loan ”), on the terms and conditions set forth herein, in order to assist the Borrower in meeting the Securities Loan Collateral requirements of Section 3.1 hereof.  The Borrower agrees and acknowledges that such Cash Loan shall be used solely to provide cash as Securities Loan Collateral hereunder for a Securities Loan hereunder.  Each Cash Loan hereunder shall be secured by the identification and designation, on the custodial or other books and records of State Street relating to the Borrower, of Liquid Custodial Collateral as Securities Loan Collateral in accordance with Section 13.7 hereof (the “ Cash Loan Collateral ”), the Collateral Value of which Cash Loan Collateral shall equal or exceed the Cash Loan Margin Amount for such Cash Loan.  State Street shall not have the right to use, invest or re-hypothecate such Cash Loan Collateral, provided, however , that the foregoing restrictions shall not be intended to preclude State Street from exercising any remedy provided for in Section 13 hereof with respect to such Cash Loan Collateral upon an Event of Default with respect to the Borrower.  State Street shall have no obligation whatsoever to make any such Cash Loan to the Borrower.

 

6.2            The Borrower shall repay in full in cash all Cash Loans and any other fees and amounts due thereon immediately upon demand by State Street.  The Borrower acknowledges and agrees that State Street may make any such demand at any time in its sole and absolute discretion and nothing in this Agreement will limit the right of State Street to be repaid, in full and in readily available funds, the aggregate amount of any or all outstanding Cash Loans upon demand therefor.  In the absence of such a demand, the Borrower shall repay each Cash Loan on the earliest of (i) the time agreed upon by the Parties when each such Cash Loan is made, (ii) an Event of Default with respect to the Borrower pursuant to Section 12 hereof and (iii) the termination of this Agreement.  Notwithstanding any other provisions of this Agreement, the Cash Loans 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.

 

6.3            The Cash Loan Collateral shall be security for the due and punctual performance by the Borrower of any and all of its Cash Loan Obligations, and the Borrower hereby pledges, assigns and grants, to and for the benefit of State Street, as security for such Cash Loan Obligations, a first priority security interest in all rights, title and interest of the Borrower in and to the Cash Loan Collateral.  Such first priority security interest shall attach upon the identification and designation by State Street of any Liquid Custodial Collateral as being Cash Loan Collateral in accordance with Section 13.7 hereof, shall survive the termination of this Agreement and shall cease to exist in respect of any Cash Loan Collateral only when all Cash Loans have been repaid in full in cash by the Borrower.  The Borrower agrees to enter into such agreements, make such filings and take such other actions as may be reasonably required by State Street to take and perfect such security interest in the Cash Loan Collateral.

 

6.4            Each repayment of a Cash Loan by the Borrower to State Street will be made in the currency of the Cash Loan with respect to which it is paid unless otherwise agreed upon by the Parties.

 

6.5            Each Cash Loan, and all terms and conditions thereof, including all principal thereof, interest payable thereon and all fees and other amounts payable with respect thereto, as well as any amendments and activity, if any, with respect thereto, shall be evidenced

 

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by the custodial or other books and records of State Street pertaining to such Cash Loans maintained by State Street in the regular course of its business, and such books and records shall represent conclusive evidence thereof except for manifest error or willful misconduct. The Borrower agrees that it shall be responsible for promptly examining any statements provided by State Street to the Borrower for accuracy and correctness of the contents thereof and advising State Street of any errors or exceptions therein within twenty (20) days after delivery of any such statement. The foregoing shall not be construed to prevent the Parties from mutually agreeing to amend or correct such statements and the relevant custodial or other books and records of State Street if there has been manifest error or willful misconduct in the preparation thereof.

 

7.              [Reserved.]

 

8.              Fees and Taxes .

 

8.1            The Parties shall agree on the basis and amount of compensation to be paid in respect of any Securities Loan hereunder at the time such Securities Loan is entered into by the Parties.

 

8.2            The Parties shall agree on the basis and amount of compensation to be paid in respect of any Cash Loan hereunder at the time such Cash Loan is entered into by the Parties.

 

8.3            To the extent the Borrower fails to deliver any portion of the Securities Loan Collateral required by Section 3 and Section 5 hereof to State Street within the time period required by Section 3.1 hereof, the Borrower shall pay interest to State Street on the aggregate notional amount of such Securities Loan Collateral that has not been delivered at a rate equal to one hundred (100) basis points from the date such Securities Loan Collateral was required to be delivered to State Street until the date such Securities Loan Collateral is delivered to State Street in accordance with Section 3.1 hereof.  The foregoing sentence shall not affect State Street’s rights under Section 12 and Section 13 of this Agreement.

 

8.4            The Borrower shall pay compensation for any securities transaction effected pursuant to Section 4.6 hereof (i) by any Broker-Dealer Affiliate of State Street, in an amount not to exceed the brokerage commission rates set forth on Schedule B hereto, which exhibit may be amended from time to time by State Street upon ten (10) days prior written notice to the Borrower, and (ii) by any third party Broker-Dealer, in an amount equal to such customary brokerage commissions and fees charged by such Broker Dealer.

 

8.5            The Borrower shall pay compensation for any foreign exchange transaction entered into with State Street on behalf of the Borrower pursuant to this Agreement in accordance with the provisions of Section 20.

 

8.6            The Borrower shall pay and indemnify and hold State Street harmless against all costs, including any and all Taxes, incurred hereunder by State Street in connection with any transfers hereunder by either the Borrower or State Street of any of the Borrowed Securities, including any rights with respect thereto, Cash Loans, Cash Loan Collateral or Custodial Collateral.

 

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8.7            The Borrower shall ensure that this Agreement and all instruments of transfer of any Borrowed Securities and Securities Loan Collateral provided or returned pursuant to the terms of this Agreement have been duly stamped in accordance with all applicable legislation and all other legal, regulatory, self-regulatory organization or stock exchange requirements and are otherwise freely transferable in the recognized securities trading market.

 

8.8            Unless otherwise agreed, all monies payable by the Borrower to State Street under this Agreement or any Collateral Documents or in respect of any Securities Loan or Cash Loan by State Street 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 State Street, after taking account of such withholding or deduction, being equal to such amounts as would have been received by State Street had no such Taxes been withheld or deducted.

 

8.9            The Borrower will indemnify and hold State Street harmless from and against any liability, loss or expense related to any Taxes that might be or are assessed against State Street 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 Documents.  The Borrower agrees that it will not seek reimbursement for any such Taxes from State Street or any contributions by State Street with respect to the same.

 

8.10          The Borrower covenants that it shall comply with all relevant legislation, regulations and interpretative guidance in respect thereof concerning the taxation of securities lending arrangements so that neither State Street nor any Custodian incurs any Taxes arising out of the loan of Borrowed Securities to the Borrower and the return of Equivalent Securities.

 

8.11          The Borrower agrees that all fees to be paid by the Borrower to State Street under this Agreement shall be paid in United States Dollars or such other currency as may be designated from time to time by State Street.

 

9.              Representations of the Parties .

 

The Parties hereby make the following representations and warranties, which shall be repeated continuously until the later of the termination of this Agreement or the repayment in full of all amounts owed to State Street under any Securities Loan or any Cash Loan under this Agreement or any Collateral Documents:

 

9.1            Each Party hereto represents and warrants that (a) it has the power and authority to execute and deliver this Agreement and to enter into the Securities Loans and Cash Loans contemplated hereby and to perform its obligations expressly set forth or contemplated 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 such party.

 

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9.2            State Street represents and warrants (a) that it is a trust company duly organized and validly existing under the laws of The Commonwealth of Massachusetts and (b) that it has, or will have at the time of delivery, the authority to deliver the Borrowed Securities subject to the terms and conditions hereof.

 

9.3            The Borrower represents and warrants that (a) it is an entity duly organized and validly existing under the laws of the state of its organization, (b)  it is in compliance with all laws, regulations and supervisory directives applicable to the Borrower, (c) it has, or will have at the time of delivery or identification or designation of any Securities Loan Collateral or Cash Loan Collateral, the right to grant a security interest therein in accordance with the terms and conditions hereof, and (d) it is borrowing the Borrowed Securities hereunder solely for the purposes of making delivery of such Borrowed Securities to cover short sales entered into by the Borrower.

 

9.4            Each Party hereto represents, warrants and covenants that the execution, delivery and performance by it of this Agreement and each Securities Loan and Cash Loan hereunder will at all times comply with all Applicable Law.

 

9.5            The Borrower further represents and warrants that the Borrower has not relied on State Street or any of its Affiliates for investment, financial, legal or other advice with respect to the Securities Loans and Cash Loans and the Borrower is making its independent judgment or is relying upon External Managers or third party advisers with respect to the Securities Loans and, Cash Loans and neither State Street nor any of its Affiliates are acting as a fiduciary, advisor or agent for the Borrower with respect to any of the Securities Loans and Cash Loans .

 

9.6            Each Party hereto represents and warrants that it has made its own determination as to the tax treatment of any transfers made with respect to this Agreement and any dividends, distributions, remuneration or other payments received or paid hereunder.  If the Borrowed Securities consist of shares or other units of ownership of real property companies, trusts or other investment entities, the Borrower acknowledges that the tax treatment of any transfers of such Borrowed Securities and manufactured and other payments with respect to such Borrowed Securities may be materially and adversely different than transfers and payments with respect to loans of ordinary equity shares and the Borrower agrees that State Street shall be entitled to reimbursement for any costs or expenses suffered by State Street with respect to Securities Loans involving such Borrowed Securities.

 

9.7            The Borrower represents that any financial statements provided to State Street pursuant to Section 10.1 hereof provide a fair representation of the financial condition of the Borrower and that there has been no material adverse change in the financial condition of the Borrower since the date of such financial statements that has not been disclosed in writing to State Street. Each request by the Borrower for a Securities Loan or Cash Loan shall constitute a representation and warranty at such time that (a) there has been no material adverse change in the financial condition of the Borrower that has not been disclosed in writing to State Street since the date of the most recent statement furnished to State Street pursuant to Section 10.1 and (b)  as of the date of such request for a Securities Loan or Cash Loan, the Borrower is in compliance with

 

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all Applicable Law in all material respects and satisfies any regulatory capital requirements applicable to such entity.

 

9.8                                  The Borrower also makes the following additional representations and warranties and each request for a Securities Loan or a Cash Loan shall constitute a renewal of these representations and warranties at and as of the date of such request.

 

(a)                                   This Agreement and the Collateral Documents do not conflict with any agreement or other obligation by which the Borrower is bound.

 

(b)                                  The Borrower is not in default on any material 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 State Street.

 

(c)                                   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, (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 to the extent applicable or (iv) the exercise by State Street of its rights under this Agreement and the Collateral Documents or the remedies in respect of the Securities Loan Collateral, the Cash Loan Collateral or the Custodial Collateral, as applicable, pursuant to this Agreement or the Collateral Documents.

 

9.9                                  The Borrower is the legal and beneficial owner of the Securities Loan Collateral and Cash Loan Collateral, free and clear of any liens, claims, encumbrances and transfer restrictions.  Upon delivery of the Securities Loan Collateral in accordance with Section 4.1 or the identification and designation of any Custodial Collateral as Securities Loan Collateral or Cash Loan Collateral, as applicable, State Street will have, as security for the Securities Loan Obligations or Cash Loan Obligations, as applicable, a perfected first priority security interest in the Securities Loan Collateral or the Cash Loan Collateral, as applicable.

 

9.10                            The Borrower represents and warrants that, with respect to each Securities Loan, the Borrower has made or will make an independent determination that the terms of such Securities Loan, including but not limited to the compensation to be agreed upon pursuant to Section 8.1 or otherwise payable with respect to each Securities Loan, are fair and reasonable and acceptable to the Borrower, notwithstanding that more favorable terms may be available from a Third Party for borrowing Equivalent Securities.  The Borrower further represents, warrants, acknowledges and agrees that with respect to any Securities Loans made by State Street to the Borrower hereunder, such Securities Loans are not subject to the Securities Lending Agreement and, notwithstanding any provisions of the Securities Lending Agreement to the contrary, State Street shall have no obligation, responsibility or liability to share with the Borrower any of the net income generated by the investment of Securities Loan Collateral in the form of cash delivered to State Street with respect to a Securities Loan, except for such amount as may be agreed upon in accordance with Section 8.1 hereof, or to pay or fund the agreed-upon

 

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fees, rebates or other amounts owed to State Street by the Borrower with respect to such Securities Loans.

 

9.11                            The Borrower acknowledges and agrees that State Street in its capacity as the Lending Agent under the Securities Lending Agreement may loan securities of the Borrower to State Street or its Affiliates and that State Street may also make Securities Loans and Cash Loans to the Borrower pursuant to this Agreement (collectively, the “ State Street Principal Transactions ”).  The Borrower agrees and acknowledges that (a) it consents to all such State Street Principal Transactions and waives any conflicts of interest arising out of such State Street Principal Transactions and any requirement by State Street or its Affiliates to account to the Borrower for any profits, earnings or other compensation earned by any of them with respect to any of the State Street Principal Transactions, (b) the State Street Principal Transactions will not constitute a breach of any trust or any fiduciary or other duty owed by State Street or its Affiliates to the Borrower and (c) the Borrower has entered into the Securities Lending Agreement and into this Agreement as a result of the desire by the Borrower to increase the opportunity for the Borrower to lend securities and to borrow cash and securities on fair and reasonable terms.

 

9.12                            The Borrower acknowledges that it has made an independent decision to appoint State Street as its agent and to permit State Street to enter into transactions on behalf of the Borrower, including at times with State Street or its Affiliates acting as principal counterparties, pursuant to Section 3.9, Section 4.6 and Section 5.4 of this Agreement in order to obtain the benefit of the services provided hereunder by State Street and the benefit of such transactions without such services and transactions being considered a breach of any fiduciary or other duty to the Borrower by State Street or any of its Affiliates.

 

9.13                            The 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 84-14, Prohibited Transaction Exemption 96-23, Prohibited Transaction Exemption 91-38 or another statutory, class or individual exemption.

 

9.14                            The Borrower represents and warrants that it is (i) a “qualified investor” within the meaning of Section 3(a)(54)(A) of the Securities Exchange Act of 1934, as amended; or (ii) an employee benefit plan that owns and invests on a discretionary basis not less than US $25,000,000 in investments.  The Borrower agrees to notify State Street immediately of any changes in the information set forth in this Section 9.14.

 

10.                                  Covenants .

 

10.1                            Upon execution of this Agreement, the Borrower shall deliver to State Street (a) the most recent available audited statement of financial condition for each of the Borrower and (b) the most recent available unaudited statement of financial condition for each of

 

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the Borrower.  The Borrower shall also promptly deliver to State Street all such financial statements with respect to the Borrower that are subsequently available and that State Street may reasonably request from time to time

 

10.2                            For the avoidance of doubt, the Borrower covenants and agrees to be liable as principal with respect to all of its obligations, liabilities and undertakings hereunder with respect to any Securities Loan and any Cash Loan.

 

10.3                            The Borrower agrees to cause every Letter of Credit delivered by it and constituting Securities Loan Collateral hereunder, to be renewed or replaced by Securities Loan Collateral (including, without limitation, a renewed or replacement Letter of Credit) satisfactory to State Street at least three Business Days prior to the scheduled expiration date of such Letter of Credit or immediately at any time in the event that State Street otherwise determines in its reasonable discretion that such Letter of Credit shall no longer constitute Securities Loan Collateral.

 

10.4                            The Borrower covenants to promptly notify State Street in writing: (a) of any Event of Default under this Agreement or any of the Collateral Documents or any event which, with notice or lapse of time or both, would constitute an Event of Default under this Agreement or any of the Collateral Documents; (b) if the Borrower’s net asset value (i) declines by forty-five percent (45%) or more during any consecutive twelve-month period, (ii) declines by thirty-five percent (35%) or more during any consecutive three-month period, (iii) declines by twenty-five percent (25%) or more within any 30-day period, or (iv) declines by sixty percent (60%), determined as of the date of this Agreement; or (c) of any change in its name, legal structure or principal place of business.

 

11.                                  Termination of the Securities Loans without Default .

 

11.1                            The Borrower may cause the termination of a Securities Loan, at any time, by returning the Borrowed Securities to State Street.

 

11.2                            State Street may cause the termination of a Securities Loan by giving notice of termination of such Securities Loan to the Borrower prior to the close of business on any Securities Trading Day.  Upon such notice, the Borrower shall deliver Borrowed Securities to State Street no later than the earlier of (a) the end of the customary delivery period for such Borrowed Securities in the Securities Trading Location or (b) the close of business on the fifth Securities Trading Day following the day on which State Street gives notice of termination of such Securities Loan to the Borrower. For purposes of determining the Securities Trading Day on which the Borrowed Securities must be returned to State Street, the first Securities Trading Day shall be the Securities Trading Day that follows the Securities Trading Day on which notice is given.

 

11.3                            The delivery of the Borrowed Securities by the Borrower to State Street pursuant to Section 11.1 or Section 11.2 shall be made by a method permitted under Section 3.1 hereof. Notwithstanding anything to the contrary herein, the Borrower shall conduct buy-to-cover transactions with respect to Borrowed Securities in the Securities Trading Location in which State Street delivered the Borrowed Securities.  The Borrower will be liable to State Street

 

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for any costs or other expenses incurred by State Street as a result of any cross-border transfer of Borrowed Securities that is required as a result of the Borrower conducting buy-to-cover transactions in a location other than the Securities Trading Location.  No later than the close of trading on the Collateral Transfer Day that next follows the Securities Trading Day upon which the Borrower returns the Borrowed Securities to State Street, State Street shall deliver to the Borrower the Securities Loan Collateral with respect to such Securities Loan.  If the Securities Loan Collateral is a Letter of Credit, the return of the Borrowed Securities shall be considered final settlement payment.

 

11.4                            Notwithstanding any other provision of this Agreement, the Borrower may, at its option at any time except when an Event of Default by or with respect to the Borrower has occurred and is continuing, in lieu of returning the Borrowed Securities under any Securities Loan that has been terminated in accordance with the terms hereof, require State Street to pay to the Borrower the Net Settlement Amount in respect of such Securities Loan.  The term “Net Settlement Amount” in respect of any Securities Loan that has been terminated in accordance with the terms hereof shall mean an amount equal to the difference of (a) the actual cash proceeds received by State Street upon the sale of the Securities Loan Collateral and (b) the cost to State Street to purchase a like amount of Equivalent Securities in the principal market therefor in a commercially reasonable manner plus any fees, brokerage or otherwise, expenses, disbursements or other costs incurred by State Street in the purchase of such Equivalent Securities. If the Net Settlement Amount is a negative number, the Borrower shall promptly pay to State Street the absolute value of the Net Settlement Amount.

 

12.                                  Events of Default .

 

12.1                            All Securities Loans between the Borrower and State Street may (at the option of the non-defaulting party, exercised by notice delivered to the defaulting party) be terminated immediately upon the occurrence of any one or more of the events listed in this Section 12 (individually, each such event an “ Event of Default ”):

 

(a)                                   if either Party fails to return Borrowed Securities or make delivery of Securities Loan Collateral as required under this Agreement;

 

(b)                                  if either Party fails to make the payment of distributions as required by Sections 3.7 and 4.2 hereof and such default is not cured within one Business Day of notice of such failure to the Borrower or State Street, as the case may be;

 

(c)                                   if the Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Cash Loan or (ii) after the same becomes due, any interest on any Cash Loans;

 

(d)                                  if the Borrower fails to pay in a timely manner any fee or any tax gross-up due under Section 8.8 hereof or any other amount payable hereunder to State Street and such failure is not cured within one Business Day of notice of such failure to the Borrower;

 

(e)                                   if either Party is subject to an Act of Insolvency;

 

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(f)                                     if State Street has its license, charter or other authorization necessary to conduct a material portion of its business withdrawn, suspended or revoked by any applicable federal or state government or agency thereof or it fails to maintain its required regulatory capital;

 

(g)                                  if either Party breaches any representation, warranty, covenant or agreement in this Agreement or in any Collateral Document or any representation, warranty, certification or statement of fact made or deemed made by or on behalf of such Party in this Agreement or in any Collateral Document or in any document delivered in connection herewith or therewith shall be materially incorrect or misleading when made or deemed made;

 

(h)                                  if there is entered against the Borrower (i) a final judgment or order for the payment of money or (ii) any one or more non-monetary final judgments, in the case of each of clause (i) or (ii) that have, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Borrower to perform its obligations under this Agreement;

 

(i)                                      if the Borrower breaches a material term of any other contract, agreement or instrument entered into between the Borrower and State Street or any of its Affiliates or an event of default occurs under any such other contract, agreement or instrument;

 

(j)                                      if the Borrower’s net asset value (i) declines by forty-five percent (45%) or more during any consecutive twelve-month period; (ii) declines by thirty-five percent (35%) or more during any consecutive three-month period; (iii) declines by twenty-five percent (25%) or more within any 30-day period; or (iv) declines by sixty percent (60%), determined as of the date of this Agreement; or

 

(k)                                   if any provision of this Agreement or of 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 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 of any Collateral Document.

 

Furthermore, if any Event of Default occurs and the Borrower is the defaulting party, State Street may, by notice to the Borrower, declare the unpaid principal amount of all outstanding Cash Loans, all fees hereunder, all interest accrued and unpaid hereunder, 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 Act of Insolvency, the unpaid principal amount of all outstanding Cash Loans and all fees, interest and other amounts owing or payable hereunder as aforesaid shall automatically become due and payable, in each case without any further act of State Street.

 

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13.                                  State Street Remedies on Borrower Default .

 

13.1                            In the event of any Event of Default by or with respect to the Borrower under Section 13 hereof, the Borrower waives the right to notice of disposition of Securities Loan Collateral and State Street shall have the right, in addition to any other remedies provided herein or under Applicable Law, without further notice to the Borrower, at its option either (a) to purchase a like amount of Equivalent Securities in the principal market therefor in a commercially reasonable manner or (b) to elect to treat the Borrowed Securities as having been purchased by the Borrower at a purchase price equal to the Replacement Value.  State Street may apply the Securities Loan Collateral to the payment of any purchase or deemed purchase in either clause (a) or clause (b) above, after deducting therefrom all amounts, if any, due State Street under this Agreement, including, without limitation, under Section 4 and Section 8.6 hereof.  In such event, the obligation of the Borrower to return the Borrowed Securities shall terminate. The Borrower shall be liable to State Street for the cost of funds that State Street advances to purchase such Equivalent Securities during any stay on the application of the Securities Loan Collateral, whether such stay is automatic or imposed by a court or other governmental agency.

 

13.2                            In the event that either the purchase price of the Equivalent Securities or the Replacement Value, as applicable, exceeds the amount of the Securities Loan Collateral, the Borrower shall be liable to State Street for the amount of such excess (plus all other amounts, if any, due to State Street hereunder), together with interest on all such amounts at the Default Rate from the date of such purchase of the Equivalent Securities or the election by State Street to treat such Borrowed Securities as purchased by the Borrower until the date of payment by the Borrower of such excess amount. The purchase price of the Equivalent Securities purchased under this Section 13 shall include brokers’ fees and commissions, foreign exchange transaction costs, costs relating to entering into and terminating hedging transactions, and all other reasonable costs, fees and expenses incurred by State Street and related to such purchase, including attorneys’ fees.  Upon satisfaction of all obligations hereunder, any remaining Securities Loan Collateral shall be returned to the Borrower.

 

13.3                            Upon the occurrence of an Event of Default, the Borrower waives the right to notice of disposition of the Securities Loan Collateral, the Cash Collateral and the Custodial Collateral and, in addition to any other remedies available at law or equity or contained in any other agreement between the Borrower and State Street, State Street may, without any notice to the Borrower, exercise in respect of the Securities Loan Collateral, the Cash Loan Collateral and the Custodial Collateral all the rights and remedies of a secured party upon default under the Uniform Commercial Code, whether or not the Uniform Commercial Code applies to the affected Securities Loan Collateral, Cash Loan Collateral or Custodial Collateral, and under the relevant law of any other jurisdiction applicable to the Borrower or to the Securities Loan Collateral, the Cash Loan Collateral or the Custodial Collateral.

 

13.4                            If State Street has enforced its remedies in whole or in part in respect of any Securities Loan and the Securities Loan Collateral and Custodial Collateral held in respect thereof or any Cash Loan and the Cash Loan Collateral and Custodial Collateral held in respect thereof, State Street shall apply the proceeds received from such enforcement against the obligations of the Borrower to State Street in respect of such Securities Loan or Cash Loan and in payment of all other amounts, if any, due by the Borrower to State Street under this

 

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Agreement or the Collateral Documents.  If the said proceeds of enforcement are insufficient to satisfy the foregoing obligations, the Borrower shall be liable to State Street for the amount of the deficiency, together with interest thereon, at the Default Rate from the date such deficiency arises until the date of payment of such deficiency.

 

13.5                            The Borrower acknowledges that any sale of securities by State Street or its Affiliates pursuant to this Agreement or the Collateral Documents must occur in compliance with the relevant provisions of the United States Securities Act of 1933, as amended from time to time, and, to the extent applicable, similar legislation in other jurisdictions (the “ Securities Laws ”).  Subject to the Securities Laws, State Street shall not be obliged to effect a public sale of securities and may sell 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.  State Street 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 the Securities Laws. State Street shall be under no obligation to sell securities as a “control block” or at a premium to the “market price”, in each case as such terms or similar concepts are defined, interpreted or contemplated under the 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, solely for the foregoing reasons, be considered not to have been made in a commercially reasonable manner.

 

13.6                            State Street shall not be obligated to assert or enforce any Liens or any other rights granted hereunder, or to take any action in reference thereto, and may in its sole discretion at any time relinquish its 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 any Securities Loan Obligations or any Cash Loan Obligations.

 

13.7                            The Borrower hereby irrevocably appoints State Street, its Sub-Custodians and Affiliates as the attorney in fact of the Borrower, 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 the discretion of State Street (a) to identify and designate for purposes of this Agreement and the Collateral Documents, certain items of Custodial Collateral as Securities Loan Collateral to be delivered in accordance with Section 3.1 and Section 5.1 or as Cash Loan Collateral in accordance with Section 6.1 or Section 6.3 and (b) to take any action and to execute any instrument that State Street may deem necessary or advisable to accomplish the purposes of this Agreement or any Collateral Document, including, without limitation, to take any and all steps as may be required to enable State Street to realize upon any Securities Loan Collateral, Cash Loan Collateral or Custodial Collateral that has been delivered to it pursuant to this Agreement or any Collateral Document or to transfer or cause to be transferred, whether before or after the occurrence of an Event of Default hereunder, the legal title to such Securities Loan Collateral, Cash Loan Collateral or Custodial Collateral to State Street or any transferee of the Securities Loan Collateral, Cash Loan Collateral or Custodial Collateral designated by State Street.  Any identification and designation pursuant to clause (a) above shall be made by State Street on its custodial or other books and records in accordance with its internal procedures.  The failure by State Street to so identify or designate certain items of Custodial Collateral as Securities Loan Collateral or Cash Loan Collateral shall not adversely affect or invalidate any existing Liens

 

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granted to State Street under this Agreement or under any Collateral Documents.  Furthermore, nothing in this Agreement shall adversely affect or invalidate any Liens granted to State Street by the Borrower under other agreements between the Borrower and State Street, including under any custodial, investment management, sale and repurchase or other agreements. The power of attorney granted pursuant to this Section 13.7 is coupled with an interest and shall be irrevocable. Further, for the avoidance of doubt and not in limitation of the rights of State Street under Sections 9-104(a)(1), 9-106(a) and 8-106(e) of the Massachusetts Uniform Commercial Code, the Borrower and State Street, acting as a bank with respect to any deposit accounts and as a securities intermediary with respect to any securities accounts, acknowledge and agree that State Street, as the secured party hereunder with respect to the Securities Loan Collateral, Cash Loan Collateral and Custodial Collateral, may issue instructions to direct disposition of any such collateral constituting funds on deposit in deposit accounts and may issue entitlement orders with respect to any such collateral constituting financial assets credited to or maintained in securities accounts, in either case without the consent of Borrower.  State Street acting as a bank will comply with any and all such instructions and acting as a securities intermediary will comply with any and all such entitlement orders.

 

14.                                  Netting and Setoff .

 

If an Event of Default shall have occurred and be continuing hereunder with respect to a party (the “Defaulting Party”), then (a) the other party (the “Non-Defaulting Party”) may declare a default under Section 12 of this Agreement and under any Other Securities Lending Agreement, to the extent applicable, and terminate all Securities Loans and all Other Securities Loans and, if the Defaulting Party is the Borrower, all Cash Loans, (b) the Non-Defaulting Party may exercise any or all remedies under Section 13 or Section 15, as applicable, or any other provision of this Agreement and, with respect to Other Securities Loans, the applicable provisions of the Other Securities Lending Agreements, and (c) the Non-Defaulting Party is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply (i) (A) any and all Custodial Collateral, (B) any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of the Defaulting Party at any time held by the Non-Defaulting Party and (C) any other obligations (in whatever currency and whether matured or unmatured, contingent or otherwise) at any time owed by the Non-Defaulting Party to or for the credit or the account of the Defaulting Party under this Agreement, any Collateral Document or any Other Securities Lending Agreement, against (ii) any and all of the obligations of the Defaulting Party to the Non-Defaulting Party now or hereafter existing under this Agreement, any Collateral Document or any Other Securities Lending Agreement, irrespective of whether or not the Non-Defaulting Party shall have made any demand under this Agreement, any Collateral Document or any Other Securities Lending Agreement, and irrespective of whether such obligations of the Defaulting Party may be contingent or unmatured or are owed to a branch or office of the Non-Defaulting Party different from the branch or office holding such deposit or obligated on such indebtedness, and the liability of the Non-Defaulting Party with respect to such deposits or such other obligations shall be discharged promptly and in all respects to the extent they are so set off.  The rights of the Non-Defaulting Party under this Section 14 are in addition to any other rights and remedies, including other rights of setoff, that the Non-Defaulting Party may have by contract or at law.  The Non-Defaulting Party agrees to notify the Defaulting Party promptly after any such setoff and application, provided, however, that the failure to give such notice shall not affect the

 

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validity of such setoff and application.  This Section 14 is intended to constitute a qualified master netting agreement under the Bankruptcy Code and applicable banking rules and regulations with respect to all transactions under this Agreement.

 

15.                                  Borrower Remedies on State Street Default .

 

In the event of any Event of Default by State Street under Section 12 hereof, the Borrower shall have the right to elect, upon written notice to State Street hereunder, to treat all, but not less than all, of the Borrowed Securities as having been sold at a sale price equal to the Replacement Value of the Borrowed Securities on the date of the Event of Default (the “ Deemed Sale ”). The resultant aggregate sale price from the Deemed Sale of all of the Borrowed Securities shall be referred to herein as the “ Deemed Sale Proceeds .”  In the event that the Deemed Sale Proceeds plus all other amounts, if any, due to State Street hereunder on the date of the Event of Default are less than the Collateral Value of the Securities Loan Collateral on the date of the Event of Default plus all other amounts, if any, due to the Borrower hereunder on the date of the Event of Default, State Street shall be liable to the Borrower for the amount of any deficiency.  In the event that the Deemed Sale Proceeds plus all other amounts, if any, due to State Street hereunder on the date of the Event of Default is in excess of the Collateral Value of the Securities Loan Collateral on the date of the Event of Default plus all other amounts, if any, due to the Borrower hereunder on the date of the Event of Default, the Borrower shall be liable to State Street for the amount of any excess. Immediately upon the written election of the Borrower to treat the Borrowed Securities as having been sold pursuant to this Section 15, the obligation of the Borrower to return the Borrowed Securities and the obligation of State Street to return the Securities Loan Collateral shall terminate and the Borrower shall have no further rights, title or interests in or to the Securities Loan Collateral and State Street shall have no further rights, title or interests in or to the Borrowed Securities.  In furtherance of the foregoing, the Borrower shall take all such actions and execute and deliver all such documents and instruments as may be reasonably necessary or desirable to vest in State Street all rights, title and interests in and to the Securities Loan Collateral and State Street shall take all such actions and execute and deliver all such documents and instruments as may be reasonably necessary or desirable to vest in the Borrower all rights, title and interests in and to the Borrowed Securities.

 

16.                                  Limitation of Liability .

 

Notwithstanding any express provision to the contrary herein, neither State Street nor the Borrower shall be liable to the other for any indirect, consequential, incidental, special, punitive, multiple or exemplary damages, including lost profits, even if State Street or the Borrower, as applicable, has been apprised of the likelihood of such damages occurring.

 

17.                                  Foreign Jurisdiction Security Provisions.

 

To the extent any Securities Loan Collateral, Cash Loan Collateral or Custodial Collateral is located outside the United States or, in any case, if such Securities Loan Collateral, Cash Loan Collateral or Custodial Collateral is subject in any respect to the laws of any jurisdiction outside the United States, at the request of State Street, the Borrower covenants that it shall grant security interests in Securities Loan Collateral, Cash Loan Collateral or Custodial Collateral under the laws of jurisdictions outside the United States and enter into such

 

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agreements, make such filings and take such other actions as may be reasonably deemed necessary or required by State Street to take and perfect such security interests to the fullest extent possible under the laws of such jurisdictions.

 

18.                                  Indemnification .

 

18.1                            The Borrower hereby agrees to indemnify and hold harmless State Street from any and all damages, losses, costs, liabilities and expenses (including attorneys’ fees and expenses) that State Street may incur or suffer due to (a) an Event of Default on the part of the Borrower, (b) any acts or omissions or other failure of the Borrower to perform its obligations under this Agreement or under any Collateral Documents or (c) any act or omission of any agent of the Borrower other than State Street.  The 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 State Street with respect to any transfer hereunder of the Borrowed Securities or Securities Loan Collateral or incurred by State Street in respect of this Agreement or any Collateral Documents and any transactions arising out of this Agreement.

 

18.2                            The Borrower shall indemnify and hold harmless State Street, acting in its capacity as agent on behalf of the Borrower, from and against any damages, losses, costs, liabilities and expenses (including attorneys’ fees and expenses) 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 State Street.

 

18.3                            The right to indemnification under this Section 18 shall survive the termination of any Securities Loan or any Cash Loan or any termination of this Agreement.

 

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.  The Parties agree that all waivers in respect of an Event of Default must be in writing.

 

20.                                  Currency Conversion .

 

If it is necessary to convert from a value under one currency to any other currency for any purpose hereunder, the Borrower hereby directs that State Street, acting as agent for and on behalf of the Borrower, cause the Borrower to enter into a foreign exchange transaction with State Street, acting as principal, at an exchange rate determined by State Street in good faith in accordance with its customary procedures for the automated foreign exchange execution services referred to as “Indirect Foreign Exchange” or “Custody Foreign Exchange” in the Investment Manager Guide that is made available solely to investment managers of institutional clients that custody their assets at State Street.  In this respect, the Borrower acknowledges and agrees that State Street will be acting as principal to all such foreign exchange transactions and the pricing of such foreign exchange transactions shall be based on market rates and conditions, inventory and other risk management considerations at the time of execution, plus an amount that State Street determines is appropriate to compensate it for the services being provided in connection

 

29



 

with these foreign exchange transactions. The Borrower acknowledges and agrees that (a) these foreign exchange execution rates will be made available, as part of the reporting provided by the investor services group of State Street, to the Borrower and the External Managers acting as agent for and on behalf of the Borrower hereunder, (b) the External Managers acting as agent for and on behalf of the Borrower hereunder shall be solely responsible and liable for acting as the fiduciary to the Borrower in determining whether such foreign exchange execution rates are fair and reasonable in light of the services provided by State Street in Section 4 hereof and (c) so long as the Borrower continues to authorize and direct State Street to execute any and all foreign exchange transactions as agent for and on behalf of the Borrower pursuant to Section 4.6 hereof or otherwise, the Borrower and the External Managers shall be deemed to have concluded that such foreign exchange execution rates are fair and reasonable in light of the services provided by State Street in Section 4 hereof and in this Section 20.

 

21.                                  Payment Settlement Netting .

 

If on any date payments in the same currency are due and payable by each Party to the other Party under this Agreement or under the Securities Lending Agreement, then, on such date, those payment obligations may be aggregated and netted against each other such that the Party with the larger payment obligation will pay to the Party with the smaller payment obligation an amount equal to the excess of the larger payment obligation over the smaller payment obligation.  Each Party acknowledges and agrees that each Securities Loan shall have a term of one (1) day.  Further, the Parties agree to renew the term of each Securities Loan every day unless such Securities Loan is otherwise terminated by either Party in accordance with the terms of the Agreement.

 

22.                                  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 Securities Loan and Cash Loan, whether now existing or hereafter effected by State Street at the request of the Borrower.  The Borrower or State Street may at any time terminate this Agreement upon five (5) calendar 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 Securities Loans or Cash Loans by State Street shall be made or considered made hereunder, but the provisions hereof shall continue in full force and effect in all other respects until all Securities Loans and Cash Loans have been terminated and all obligations satisfied as herein provided.

 

23.                                  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:

 

30



 

Borrower:

 

Credit Suisse Liquid Alternative Fund

One Madison Avenue

New York, NY 10010

Attention: Karen Regan

 

 

 

State Street:

 

State Street Bank and Trust Company

State Street Global Markets/ Securities Finance

One Lincoln Street, Third Floor

Boston, Massachusetts 02111

Attention: Securities Finance Principal

 

Copy To:

 

State Street Bank and Trust Company

State Street Global Markets/ Securities Finance

One Lincoln Street

Boston, Massachusetts 02111

Attention: Managing Legal Counsel, State Street Global Markets

 

If by telephone, facsimile, or e-mail, notices shall be sufficient if communicated to the Party entitled to receive such notice at the following numbers:

 

If to the Borrower:

 

Credit Suisse Liquid Alternative Fund

One Madison Avenue

New York, NY 10010

Attention: Karen Regan

Telephone: (212) 325-7349

E-mail:  karen.regan@credit-suisse.com

 

 

 

If to State Street:

 

State Street Bank and Trust Company

One Lincoln Street

Boston, Massachusetts 02111

Telephone: (6l7) 664-8371

Facsimile: (6l7) 946-0046

Email:  SFLegal@statestreet.com

 

Any notice shall be deemed to have been duly given (i) if delivered by hand, courier or overnight delivery service, upon delivery, (ii) if sent by certified or registered mail, return receipt requested and with first-class postage prepaid, two Business Days after deposit in the mail or (iii) in the case of facsimile or electronic mail notice, when sent and transmission is confirmed, and, regardless of method, addressed to the party at its address, facsimile number or electronic mail address set forth above or at such other address, facsimile number, or electronic mail address as the Party shall furnish the other Party in accordance with this Section 2323.  The Parties shall promptly notify each other in writing of any change of address, addressee, telephone number, facsimile number or electronic mail address.  State Street shall consider the address, addressee,

 

31



 

telephone number, facsimile number and electronic mail address of the Borrower set forth above correct unless the Borrower notifies State Street in writing otherwise.

 

24.                                  Interest on Overdue Amounts .

 

Each of State Street and 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 that is not paid when due for payment may be capitalized at intervals of thirty days.  Interest is payable on capitalized interest at the rate and in the manner referred to in this Section 24.  The obligation of State Street or the Borrower, as applicable, to pay the outstanding amount on the date it becomes due for payment is not affected by this Section 24.  The interest accrues from the date the liability becomes due for payment (both before and after any judgment or order) until it is paid by State Street or the Borrower, as applicable.

 

25.                                  Securities Contracts .

 

Each Party hereto agrees that this Agreement, the Securities Loans and the Cash Loans made hereunder shall be “securities contracts” for purposes of the Bankruptcy Code and any bankruptcy proceeding thereunder.

 

26.                                  Assignments .

 

This Agreement shall not be assigned by either Party without the prior written consent of the other Party.  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 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 any state or Federal courts or the courts of any other country or jurisdiction relating in any way to this Agreement or the Collateral Documents or any Securities Loan or Cash 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.  The 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.  The Borrower hereby irrevocably waives, to the fullest

 

32



 

extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  The Borrower also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Borrower at its address specified in Section 23 hereof.  The 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 Securities Lending Agreement, entered into between the Parties and any representation made by one Party to the other concerning loans and borrowings of securities between the Parties hereto.

 

27.3                            The Borrower and State Street agree that all Securities Loan Collateral, Cash Loan Collateral and Custodial Collateral held in or credited to any account of the Borrower at State Street will be treated as financial assets under Article 8 of the Uniform Commercial Code and that any account maintained by the Borrower with State Street to which Securities Loan Collateral, Cash Loan Collateral or Custodial Collateral is credited shall be a securities account under Article 8 of the Uniform Commercial Code and the securities intermediary’s jurisdiction in respect of such accounts under Article 8 of the Uniform Commercial Code shall be The Commonwealth of Massachusetts.

 

27.4                            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 COLLATERAL DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER BASED ON CONTRACT, TORT, STATUTORY PROVISIONS 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 PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE COLLATERAL DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

 

28.                                  Appendices.

 

The Parties shall enter into an Applicable Appendix to this Agreement with respect to Securities Loans of each specified type of security to be loaned at a Securities Trading Location and to be secured by specified types of Securities Loan Collateral at a specified Collateral Location.  Each such Applicable Appendix for Securities Loans shall be executed by an authorized representative of each Party and shall be substantially in the same form as Exhibit 1 attached hereto.  Each Applicable Appendix shall be considered a part of this Agreement and may be modified only as provided in Section 29.

 

33



 

29.                                  Modification .

 

This Agreement shall not be modified except by an instrument in writing signed by each of the Parties hereto.

 

34



 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS,

 

 

 

on behalf of its series,

 

 

 

CREDIT SUISSE LIQUID ALTNERATIVE FUND

 

 

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Name: Michael A. Pignataro

 

 

 

Title: CFO

 

 

 

 

 

 

 

 

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

 

 

 

 

 

By:

/s/Paul J. Fleming

 

 

 

Name: Paul J. Fleming

 

 

 

Title: Senior Managing Director

 

35



 

SCHEDULE A

 

CUSTODIAL COLLATERAL

 

The following shall constitute Custodial Collateral for purposes of Section 1.1 of the Agreement:

 

(a)                                   all securities (whether certificated or uncertificated) and financial assets, 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 (i) security entitlements, (ii) securities accounts, (iii) commodity contracts and (iv) commodity accounts) and the certificates or instruments, if any, representing or evidencing such investment property,  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 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 the 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;

 

36



 

(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 (i) payments under insurance, whether or not State Street is the loss payee thereof, or any indemnity, warranty or guaranty, in each case payable by reason of loss or damage to or otherwise with respect to any of the foregoing, and (ii) cash.

 

Defined Terms for Schedule A:

 

“Cover Assets” means assets of the Borrower being identified at such time by the Borrower as “cover” for purposes of satisfying the Borrower’s Cover Requirement.

 

“Cover Requirement” means the asset segregation obligations of the Borrower under Section 18 of the Investment Company Act, as contemplated by Securities Trading Practices of Registered Investment Companies, Investment Company Act Release No. 10666 (April 18, 1979)” and subsequent interpretations thereof by the Securities and Exchange Commission and/or the staff of the Securities and Exchange Commission.

 

“State Street Cover Assets” means all Cover Assets that are being used at such time to satisfy the Cover Requirement of the Borrower with respect to all Securities Loan Obligations and Cash Loan Obligations.

 

“Other Cover Assets” means all Cover Assets that are being used to satisfy the Cover Requirement applicable at such time, if any, with respect to each other obligation of the Borrower to a person other than State Street.

 

On each Business Day that the Borrower is required to segregate Other Cover Assets to satisfy the Borrower’s Cover Requirement, the Borrower shall deliver to State Street a schedule (the “ Cover Schedule ”), in form and substance reasonably satisfactory to State Street. The Cover Schedule shall specifically identify (i.e., by CUSIP): (i) all State Street Cover Assets; (ii) all Other Cover Assets; and (iii) the market value of the total assets of the Borrower and the State Street Cover Assets and Other Cover Assets as of the close of business the prior business day. Unless State Street shall have objected to the information set forth in any Cover Schedule within twenty-four hours of the receipt thereof, such Cover Schedule shall be deemed to have been accepted by State Street.

 

The Borrower hereby acknowledges and agrees that:

 

(a)                                   it is solely the obligation of the Borrower to comply with the Borrower’s Cover Requirement;

 

37



 

(b)                                  if the Borrower does not deliver a Cover Schedule to State Street that lists Other Cover Assets, no assets of the Borrower shall be excluded from the term “Custodial Collateral;”

 

(c)                                   if the Borrower does deliver a Cover Schedule to State Street, the term “Custodial Collateral” shall exclude only those Other Cover Assets identified on the latest Cover Schedule delivered and deemed accepted by State Street; provided , however , that that on any Business Day that the Borrower does not deliver a Cover Schedule to State Street that lists Other Cover Assets, no assets of the Borrower shall be excluded from the term “Custodial Collateral; and

 

(d)                                  State Street has a first priority security interest as provided in Section 7 of the Agreement with respect to all Custodial Collateral other than those Other Cover Assets identified on the latest Cover Schedule delivered and deemed to be accepted by State Street.

 

38



 

SCHEDULE B BROKERAGE COMMISSION RATE

Global Schedule Agency Commission Schedule

 

COUNTRY

 

EXCHANGES(S)

 

CURRENCY
CODE

 

COMMISSION
Per Share

North America (2)

 

 

 

 

 

 

CANADA

 

All

 

CAD

 

$0.02

UNITED STATES

 

All

 

USD

 

$0.02

South America (6)

 

 

 

 

 

Basis Points

ARGENTINA

 

Buenos Aires Stock Exchange

 

ARS

 

40

BRAZIL

 

All

 

BRL

 

20

CHILE

 

All

 

CLP

 

50

COLOMBIA

 

All

 

COP

 

50

MEXICO

 

Mexican Stock Exchange

 

MXN

 

18

PERU

 

Lima Stock Exchange

 

PEN

 

60

Europe (22)

 

 

 

 

 

Basis Points

AUSTRIA

 

Vienna Exchange (Xetra)

 

EUR

 

10

BELGIUM

 

Brussels Stock Exchange, Euronext-Brussels

 

EUR

 

10

CZECH REPUBLIC

 

Prague Stock Exchange

 

CZK

 

35

DENMARK

 

Copenhagen Stock Exchange

 

DKK

 

10

FINLAND

 

Helsinki Stock Exchange

 

EUR

 

10

FRANCE

 

Euronext-Paris

 

EUR

 

10

GERMANY

 

German Exchange (Xetra)

 

EUR

 

10

GREECE

 

Athens Stock Exchange

 

EUR

 

35

HUNGARY

 

Budapest Stock Exchange

 

HUF

 

35

IRELAND

 

Irish Stock Exchange

 

EUR

 

10

ITALY

 

Italian Stock Exchange

 

EUR

 

10

LUXEMBOURG

 

All

 

EUR

 

10

NETHELANDS

 

Euronext-Amsterdam, Amsterdam Exchange

 

EUR

 

10

NORWAY

 

Oslo Stock Exchange

 

NOK

 

10

POLAND

 

Warsaw Stock Exchange

 

PLN

 

40

PORTUGAL

 

Lisbon Stock Exchange

 

EUR

 

10

RUSSIA

 

All

 

RUB

 

30

SPAIN

 

Mecado Continuo

 

EUR

 

10

SWEDEN

 

Stockholm Stock Exchange

 

SEK

 

10

SWITZERLAND

 

Swiss, Zurich and Virt-X Exchanges

 

CHF

 

10

TURKEY

 

Istanbul Stock Exchange

 

TRY

 

25

UNITED KINGDOM

 

London Stock Exchange

 

GBP

 

10

Asia (13)

 

 

 

 

 

Basis Points

AUSTRALIA

 

Australian Securities Exchange

 

AUD

 

10

HONG KONG

 

Hong Kong Stock Exchange

 

HKD

 

12

INDIA

 

All

 

INR

 

25

INDONESIA

 

Jakarta Stock Exchange

 

IDR

 

10

JAPAN

 

JASDAQ, Tokyo and Osaka Exchanges

 

JPY

 

10

REPUBLIC OF KOREA

 

Korea Stock Exchange

 

KRW

 

15

MALAYSIA

 

Kuala Lumpur Stock Exchange

 

MYR

 

15

NEW ZEALAND

 

New Zealand Stock Exchange

 

NZD

 

10

PAKISTAN

 

Lahore Stock Exchange

 

PKR

 

65

PHILIPPINES

 

Philippine Stock Exchange

 

PHP

 

15

SINGAPORE

 

Singapore Stock Exchange

 

SGD

 

12

TAIWAN, PROVINCE OF CHINA

 

Taiwan Stock Exchange

 

TWD

 

15

THAILAND

 

The Stock Exchange of Thailand

 

THB

 

15

Middle East/South Africa (5)

 

 

 

 

 

Basis Points

EGYPT

 

All

 

EGP

 

70

ISRAEL

 

Tel Aviv Stock Exchange

 

ILS

 

20

JORDAN

 

Amman Financial Market

 

JOD

 

50

MOROCCO

 

Casablanca Stock Exchange

 

MAD

 

150

SOUTH AFRICA

 

Johannesburg Stock Exchange

 

ZAR

 

10

 



 

APPENDIX

 

TO THE SECURITIES LENDING AND SERVICES AGREEMENT

DATED AS OF MARCH 30, 2012, AS AMENDED (THE “AGREEMENT”)

BETWEEN STATE STREET BANK AND TRUST COMPANY (“STATE STREET”) AND CREDIT

SUISSE OPPORTUNITY FUNDS, ON BEHALF OF ITS SERIES,

CREDIT SUISSE LIQUID ALTERNATIVE FUND (“BORROWER”)

 

In accordance with Section 28 of the Agreement, State Street and the Borrower enter into this Appendix to govern certain aspects of those Securities Loans that are hereafter made under the Agreement and that are described as follows:

 

Type of Securities :  Australian Corporate Securities

 

Securities Trading Location : Australia

 

Supplemental Terms and Conditions :

 

Notwithstanding the use of expressions such as “borrow”, “lend”, “collateral”, “redeliver”, etc., which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to securities “borrowed” or “lent” and “collateral” provided in accordance with this Agreement shall pass from one party to another as provided for in this Agreement, the party obtaining such title being obligated to deliver equivalent securities or equivalent collateral, as the case may be.

 

Section 11                                       Unless otherwise agreed, i f a Securities Loan of shares of an Australian equity shall not have been sooner terminated by State Street or the Borrower, it shall be terminated automatically on the first anniversary of the Securities Loan.  In such event, the Borrower shall deliver the Borrowed Securities to State Street no later than such first anniversary date.

 

Notwithstanding anything to the contrary in this Agreement, including, without limitation, Sections 3 and 4, title to the Borrowed Securities and Collateral shall pass from one party to the other.  State Street and the Borrower shall execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:

 

(a)  any Borrowed Securities pursuant to the terms of this Agreement; and

 

(b)  any Collateral delivered pursuant to the terms of this Agreement;

 

shall pass from one party to the other subject to the terms and conditions mentioned herein and on return of the same in accordance with this Agreement, free from all liens, charges and encumbrances.  Until a Securities Loan is terminated in accordance with this Agreement and subject to the terms of this Agreement, the Borrower shall have all the incidents of ownership of the Borrowed Securities and State Street shall have all of the incidents of ownership of the Collateral, including the right to transfer the same to others upon an event of Default.

 

2



 

Type of Securities :  Austrian Corporate Securities

 

Securities Trading Location : Austria

 

Supplemental Terms and Conditions :  None.

 

Type of Securities :  Belgian Corporate Securities

 

Securities Trading Location : Belgium

 

Supplemental Terms and Conditions :  None.

 

Type of Securities :  Canadian Corporate Securities

 

Securities Trading Location : Canada

 

Supplemental Terms and Conditions :

 

“Qualified Trust Unit” means a unit of a mutual fund trust that is listed on a stock exchange.

 

Section 8                                              If the Borrowed Securities are Qualified Trust Units and, with respect to any amounts paid pursuant to this Agreement as compensation for any distributions paid on such units (a “compensation payment”), the withholding or deduction of Taxes is required by subsection 260(8) of the Income Tax Act (Canada), as reasonably interpreted by a withholding agent, including State Street or an affiliate of State Street, the Borrower shall pay such additional amounts as will result in net amounts receivable by State Street (after taking into account of such withholding or deduction) equal to the gross amounts of such distributions.

 

Type of Securities :  Danish Corporate Securities

 

Securities Trading Location : Denmark

 

Supplemental Terms and Conditions :  None.

 

Type of Securities :  Finnish Corporate Securities

 

Securities Trading Location : Finland

 

Supplemental Terms and Conditions :  None.

 

Type of Securities :  French Corporate Securities

 

Securities Trading Location : France

 

3



 

Supplemental Terms and Conditions :  None.

 

Type of Securities :  German Corporate Securities

 

Securities Trading Location : Federal Republic of Germany

 

Supplemental Terms and Conditions :  None.

 

Type of Securities :  Greek Equities

 

Securities Trading Location : Greece

 

Supplemental Terms and Conditions :

 

Section 4.3                                    Without limiting Section 4.3, to the extent that a Greek company which is listed on the Athens Exchange makes a dividend distribution to its shareholders from income earned and accrued in a taxable year of the company that is prior to the year of distribution and such income in the hands of shareholders is ultimately determined to be not subject to Greek income tax, Borrower shall pay State Street an amount equal to 100 percent of the gross amount of such distribution.

 

Section 9                                              Borrower and State Street each represent and warrant to each other on a continuing basis that it does not have a permanent establishment in Greece with respect to which any payments in connection with the transactions contemplated by this Appendix are attributable. Borrower and State Street each shall be deemed to make this representation during the continuation of the Agreement with reference to the facts and circumstances then existing .

 

Type of Securities :  Hong Kong Corporate Securities

 

Securities Trading Location : Hong Kong

 

Supplemental Terms and Conditions :

 

Section 8

 

Stamp Duty Relief

 

Where any Securities Loan consists of shares of Hong Kong stock, as such term is defined in Section 2 of the Hong Kong Stamp Duty Ordinance (Cap.117) (the “SDO”), the Borrower agrees to the following:

 

(a)                            it shall be subject to and be responsible for compliance with all applicable provisions and requirements under the SDO, and that such requirements shall include, inter alia, the timely registration of this Agreement with the Collector of Stamp Revenue as appointed under the SDO (the “Collector”) in

 

4



 

accordance with Section 19(12A) of the SDO in Hong Kong, and various filing, record-keeping, payment and reporting obligations (including a “stock return” as required by Section 19 of the SDO) and other acts and things as may be required by the Collector from time to time;

 

(b)                           it warrants and undertakes to State Street on a continuing basis that Borrower shall only use Hong Kong stock borrowed under this Agreement for one or more of the “specified purposes” as set out in Section 19(16) of the SDO;

 

(c)                            it shall indemnify and hold State Street harmless in respect of any costs (including reasonable costs of counsel), fees, penalties, liability or loss incurred by State Street as a result of or in connection with (i) the Borrower’s failure, for whatever reason, to comply with SDO requirements referenced above in (a) above, or (ii) any breach by the Borrower of its undertakings pursuant to (a) and (b) above.

 

For further information on stamp duty relief for stock borrowing and lending transactions, Borrower should refer to section 19 of the SDO and the Inland Revenue guidance paper entitled Stamp Office Interpretation & Practice Notes No. 2 (Revised), Relief for Stock Borrowing and Lending Transactions, Part A — Commercial Stock Loans dated 25 January 2000, as amended, supplemented and superseded from time to time.

 

Notwithstanding this Appendix, State Street, acting as agent for the Borrower, agrees that it will satisfy the Borrower’s obligations with respect to stamp duty relief for shares of Hong Kong stock borrowed under this Agreement.  Borrower shall be liable for Hong Kong stock stamp duty and any related penalties, interest and related expenses only to the extent that negligence of Borrower was a principal cause of such stamp duty liability.

 

The following provision of this Appendix is an additional or supplemental provision for the lending of Hong Kong Corporate Securities:

 

(a)                                   In addition to the costs and taxes payable pursuant to the Agreement, the Borrower shall

 

(i)                                      cause all Borrowed Securities or instruments of transfer related thereto to be duly stamped in accordance with applicable law; and

 

(ii)                                   pay when due all (a) transfer taxes and (b) stamp duties, whether such taxes or duties are assessed against or incurred by Borrower or State Street in respect of the Agreement and any transactions arising out of the Agreement.

 

Type of Securities Irish Equity Securities

 

Securities Trading Location : United Kingdom or such other countries as the Parties may agree.

 

Supplemental Terms and Conditions :

 

Section 8                                              For the avoidance of doubt, Borrower covenants and agrees that it shall comply with all of the record keeping requirements of Sections 87 and 87A of the Irish Stamp Duty Consolidation Act of 1999, as amended or replaced from time to time.

 

5



 

Without limiting Section 8, Borrower understands and agrees that Securities Loans that are not terminated by the Borrower on or before the date that occurs twelve (12) months after the making of a Securities Loan of Borrowed Securities to the Borrower are subject to Irish stamp duty liability, and this liability applies to stamp duty imposed on both the original transfer as well as the subsequent return of the Borrowed Securities and any related penalties and interest, for which the Borrower is solely responsible.

 

Type of Securities :  Italian Corporate Securities

 

Securities Trading Location : Italy

 

Supplemental Terms and Conditions :  None.

 

Type of Securities :  Japanese Corporate Securities

 

Securities Trading Location : Japan

 

Supplemental Terms and Conditions :

 

Section 4.3                                    The Borrower acknowledges and agrees that in the event it borrows registered shares of Japanese corporate securities and foreign ownership limits on these securities are reached during the term of the Securities Loan (such that a non-Japanese resident holding these securities would not receive certain dividends and/or entitlements), the Borrower shall compensate State Street, for any lost distributions and /or entitlements of any kind, declared on these securities until such time as Borrower returns foreign registered securities to State Street and these securities are re-registered in the name of State Street.

 

Borrower agrees that Borrower will collateralize all bonus shares issued in respect of Securities Loans of Japanese corporate securities on record date.

 

Section 9.6                                    Borrower acknowledges that, to the extent that it receives payments from State Street under this Agreement, or pursuant to other securities lending agreements with State Street or an Affiliate, that might be treated as income from Japanese sources, Borrower is solely responsible for any Japanese tax liability with respect to such income.

 

Type of Securities :  Netherlands Corporate Securities

 

Securities Trading Location :  The Netherlands

 

Supplemental Terms and Conditions :  None.

 

6



 

Type of Securities :  New Zealand Corporate Securities

 

Securities Trading Location : New Zealand

 

Supplemental Terms and Conditions :

 

Section 4.3                                    Borrower agrees that, provided it has received an actual dividend with respect to Borrowed Securities, it will issue a credit transfer notice under section 30C of the Tax Administration Act of 1994 to State Street , to the extent that it is permitted to do so under New Zealand law.

 

Section 9.6                                    Borrower acknowledges that Securities Loan transactions under this Agreement may not meet one or more of the prescribed conditions of a “share-lending arrangement” within the meaning of section YA1 of the Income Tax Act of 2007, as amended from time to time.

 

Section 11                                       New Zealand DRPs

 

Where, notwithstanding Section 11.1 of this Agreement, New Zealand Securities (other than government securities), the subject of a Securities Loan, are the subject of an impending corporate action in the form of a Dividend Reinvestment Plan (“DRP”), the Borrower shall not be entitled to terminate such Securities Loan at any time during the period commencing five Business Days prior to the “Book Closure Date” (that is, the date by which a change of registration must be submitted to the company registrar in order for the new registrant to receive an upcoming entitlement from the issuer) and ending on the “Ex-Date” (that is, the date when securities are traded without the most recently announced entitlements).

 

Section 11                                       Unless otherwise agreed, Borrower agrees that any loan of shares of Borrowed Securities shall not exceed one year and Borrower shall return such shares to State Street no later than three Business Days prior to the end of the one-year period. If a Securities Loan shall not have been terminated sooner by State Street or Borrower, it shall be terminated automatically on the first anniversary of the Securities Loan.

 

Type of Securities :  Norwegian Corporate Securities

 

Securities Trading Location :  Norway

Supplemental Terms and Conditions :  None.

 

Type of Securities :  Portuguese Equity Securities

 

Securities Trading Location : Portugal

 

Supplemental Terms and Conditions :  None.

 

Type of Securities :  Singapore Corporate Securities

 

7



 

Securities Trading Location : Singapore

 

Supplemental Terms and Conditions :

 

Section 8                                              Solely for the purposes of addressing certain particularities, Borrower shall pay, when due, all costs and taxes, including, without limitation, (i) all stamp duty liabilities that should arise on each Securities Loan and return of Singapore Corporate Securities (if any); and (ii) any and all penalties imposed on or assessed against State Street by reason of the Borrower failing to return securities pursuant to the terms hereof, regardless of any partial return of Borrowed Securities by Borrower.  All settlement costs on trade fails shall be paid by Borrower.

 

Section 11                                       In the event that the Borrower fails to deliver recalled securities within the time specified in Section 11.2, and, as a result of such failure, a buy in has occurred against State Street’s account, Borrower will be liable for any and all costs, fees, penalties or expenses associated with said buy in.

 

Type of Securities :  Spanish Corporate Securities

 

Securities Trading Location : Spain

Supplemental Terms and Conditions :

 

For the avoidance of doubt, the term “Taxes” includes any capital gains tax and transfer tax expense incurred by State Street in connection with Borrowed Securities issued by a Spanish real estate company.

 

Type of Securities :  Swedish Corporate Securities

 

Securities Trading Location : Sweden

 

Supplemental Terms and Conditions :  None.

 

Type of Securities :  Swiss Corporate Securities

 

Securities Trading Location : Switzerland

 

Supplemental Terms and Conditions :  None.

 

Type of Securities :  United Kingdom Corporate Securities

 

Securities Trading Location : United Kingdom

 

8



 

Supplemental Terms and Conditions :  None.

 

[Signature Page to Follow]

 

9



 

CREDIT SUISSE OPPORTUNITY FUNDS,

 

On behalf of its series,

 

CREDIT SUISSE LIQUID ALTERNATIVE FUND

 

 

 

Name:

/s/Michael A. Pignataro

 

 

 

 

By:

Michael A. Pignataro

 

 

 

 

Title:

CFO

 

 

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

Name:

/s/Paul J. Fleming

 

 

 

 

By:

Paul J. Fleming

 

 

 

 

Title:

Senior Managing Director

 

 

10


 

Exhibit 99.(h)(29)

 

STATE STREET LETTERHEAD

 

 

June 10, 2009

 

Each of the Borrowers listed

on Appendix I hereto

Eleven Madison Avenue

New York, NY 10010

Attention:  Michael Pignataro, Chief Financial Officer

 

RE:  Credit Suisse Family of Funds Line of Credit

 

Ladies and Gentlemen:

 

State Street Bank and Trust Company (the “ Bank ”) has previously made available a $50,000,000 committed unsecured revolving line of credit to the investment management companies comprising the Credit Suisse Family of Funds (each, an “ Existing Borrower ”) listed in the Appendix I attached to a loan agreement dated June 16, 2004 by and among the Existing Borrowers, for themselves or on behalf of certain portfolio series thereof, and the Bank (as amended prior to the date hereof, the “ Existing Loan Agreement ”).

 

The parties hereto have agreed to amend and restate the Existing Loan Agreement in its entirety as set forth below.  Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Bank is pleased to make available a $50,000,000 committed unsecured revolving line of credit (the “ Committed Line ”) to each of the investment companies registered under the Investment Company Act listed on Appendix I attached hereto (each, a “ Borrower ”), each acting on behalf of its respective Funds as specified from time to time on Appendix I hereto, on the following terms and conditions:

 

I.                                          Committed Line

 

1.                                        Term.   The Committed Line shall commence on the date hereof and expire June 9, 2010 (the “ Expiration Date ”), unless extended in the discretion of the Bank or, with respect to any Fund, terminated by any Borrower on behalf of such Fund as provided herein.  A Borrower on behalf of a Fund may terminate the Committed Line with respect to such Fund upon three (3) days prior written notice and payment of all outstanding principal, interest, fees, costs, expenses and other amounts owing by such Fund to the Bank hereunder on the effective date of termination.

 

2.                                        Notice and Manner of Borrowings.   Subject to the terms and conditions hereof, the Bank shall make revolving loans to a Borrower on behalf of any Fund under the Committed Line (each such loan, a “ Loan ”); provided that, in each case after giving effect to the requested Loan, (i) the aggregate outstanding Indebtedness for borrowed money of such Fund (including the aggregate principal amount of all Loans outstanding to such Fund) shall not exceed the Maximum Amount applicable to such Fund, (ii) the aggregate principal amount of Loans

 



 

outstanding to such Fund hereunder shall not exceed the Committed Line Amount, and (iii) the aggregate principal amount of Loans outstanding to all Borrowers on behalf of all Funds hereunder shall not exceed the Committed Line Amount.  Each request for a Loan hereunder, shall be made in writing by any Borrower on behalf of a Fund by delivering a completed loan request in the form of Exhibit B attached hereto and such other information or documentation as the Bank may reasonably request.  Each such Loan request shall be made by any Borrower on behalf of a Fund and received by the Bank not later than 3:00 p.m., Boston time, on the Business Day on which such Loan is to be made.  Each Loan request hereunder shall be deemed to be a confirmation by the applicable Borrower on behalf of the applicable Fund that no Default or Event of Default has occurred and is continuing hereunder with respect to the Fund, that the representations and warranties of the Borrower on behalf of the Fund described below remain true and correct, and that no borrowing limitations applicable to the Fund or the Committed Line (including those set forth in clauses (i) through (iii) of the proviso above in this Section) will be exceeded after giving effect to the requested Loan, each of which shall be a precondition to the making of any Loan hereunder.

 

3.                                        Evidence of Indebtedness.   All Loans will be evidenced by a promissory note in the form attached hereto as Exhibit A executed by each of the Borrowers (as amended, restated, extended, replaced or otherwise modified and in effect from time to time, the “ Note ”).  Each Borrower, on behalf of its respective Funds, hereby authorizes the Bank to record each Loan and the corresponding information on the schedule forming part of the Note, and, absent manifest error, this record shall govern and control.  The failure by the Bank to record, or any error in so recording, any such amount on the Bank’s books and records, such schedule, or any other record maintained by the Bank, shall not limit or otherwise affect the obligation of each of the Borrowers, on behalf of its respective Funds, to make payments of principal of and interest on each Loan as provided herein and in the Note.

 

4.                                        Interest Rate.   Principal on each outstanding Loan shall bear interest at a variable rate per annum equal to the Overnight Rate plus 1.25%.  Interest on each Loan shall be calculated on the basis of a 360-day year for the actual number of days elapsed.  Following the occurrence of an Event of Default hereunder, unpaid principal on any Loan, and to the extent permitted by applicable law, unpaid interest on any Loan, shall thereafter bear interest, compounded monthly and payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan hereunder.

 

5.                                        Payments and Prepayments; Recourse.   (a)  Each of the Borrowers, on behalf of its respective Funds, hereby promises to pay accrued interest on all Loans monthly in arrears on the fifteenth (15 th ) day of each month; provided , however , that in each such case if such day on which interest on any Loans is due is not a Business Day, interest shall be payable on the next preceding Business Day.  Each of the Borrowers, on behalf of its respective Funds, hereby promises to repay the principal amount of each outstanding Loan, together with all accrued and unpaid interest thereon, upon the earliest of (i) 60 days following the date on which such Loan is made, (ii) the date on which such Loan becomes due pursuant to Section II(4) below following the occurrence of an Event of Default, or (iii) the Expiration Date, provided that no Borrower

 

2



 

may have one or more Loans outstanding hereunder with respect to any one Fund for a period in excess of 60 consecutive calendar days.  Each of the Borrowers, on behalf of each of its respective Funds, further covenants and agrees to immediately repay (1) the outstanding aggregate principal amount of any Indebtedness for borrowed money of any such Fund at any time (including the then outstanding aggregate principal amount of all Loans to such Fund) to the extent such amount exceeds the Maximum Amount applicable to such Fund at such time, and (2) any amount by which the then outstanding aggregate principal amount of all Loans to any such Fund at any time exceeds the Committed Line Amount, in each case upon the earlier to occur of such Borrower first becoming aware of any such circumstance or demand by the Bank.  Each of the Borrowers, on behalf of each of its respective Funds having Loans outstanding at any time, further covenants and agrees that it shall make such repayments of the Loans outstanding to each such Fund at any time to the extent required such that the then outstanding aggregate principal amount of all Loans to all Funds hereunder shall at no time exceed the Committed Line Amount, in each case upon the earlier to occur of such Borrower first becoming aware of any such circumstance or demand by the Bank.  Loans may be prepaid at the option of the Borrowers without penalty or premium, and any amounts prepaid may be reborrowed subject to the terms hereof.

 

(b)  All payments by the Borrowers on behalf of their respective Funds hereunder and under any of the other Loan Documents shall be made not later than 2:00 p.m. Boston time on the date due in immediately available United States dollars at the Bank’s office at 100 Huntington Avenue, Tower 2, Floor 4, Boston, Massachusetts or as otherwise directed in writing by the Bank.  All such payments by the Borrowers on behalf of their respective Funds hereunder and under any of the other Loan Documents shall be made without recoupment, setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless a Borrower is compelled by law to make such deduction or withholding.  If any such obligation is imposed upon a Borrower with respect to any amount payable by it hereunder or under any of the Loan Documents, such Borrower will pay to the Bank, on the date on which such amount is due and payable hereunder or under the Loan Documents, such additional amount in United States dollars as shall be necessary to enable the Bank to receive the same net amount which the Bank would have received on such due date had no such obligation been imposed upon such Borrower.  The applicable Borrower will deliver promptly to the Bank certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by such Borrower hereunder or under the Loan Documents.

 

(c)  The Bank and each of the Borrowers acknowledge and agree that the Bank shall look solely to the property of each respective Fund for the enforcement of any claim against such Fund.  None of the trustees, officers, employees, agents or shareholders of any Borrower or any Fund assumes any personal liability for the obligations entered into by any Borrower on behalf of any Fund with respect to the Committed Line.  In addition, the principal amount of any Loan, and accrued interest thereon, and any fees, costs, expenses, indemnities or other amounts

 

3



 

payable in connection with or relating to any Fund or any Loan pursuant to this Agreement (other than any fees, costs, expenses, indemnities or other amounts payable to the Bank pursuant to the terms hereof not specific or identifiable to any Fund or Funds or any particular Loan), shall be paid or repaid solely from the assets of such Fund (or the Fund to which such Loan is made), and the Bank shall have no right of recourse or offset against the assets of any other Fund or any other series of any Borrower for such amounts.  Each Fund shall be severally (and not jointly) liable to the Bank hereunder for fees, costs, expenses, indemnities or other amounts owed to the Bank pursuant to the terms hereof that are not specific or identifiable to any Fund or Funds or any particular Loan in accordance with such Fund’s ratable portion thereof based upon the relative Net Assets of each Fund at any time of determination or based upon such other method reasonably acceptable to the Bank as the board of directors or trustees of the respective Borrowers may determine upon prior written notice to the Bank.

 

6.                                        Use of Loan Proceeds.   Proceeds of Loans may be used only (a) for temporary and emergency purposes consistent with the then current investment objectives and fundamental investment restrictions of the Fund on behalf of which a Loan is made, provided that each such Loan shall constitute an “Exempted Transaction” under Federal Reserve Regulation U, (b) to temporarily finance the purchase or sale of securities for prompt delivery if the Loan is to be repaid promptly in the ordinary course of business upon completion of such purchase or sale transaction or (c) to temporarily finance the redemption of the shares of an investor of the Fund on behalf of which a Loan is made.  Each Loan shall be made in compliance with, and subject to, Federal Reserve Regulation U and no portion of any proceeds of any Loan shall be used directly or indirectly in violation of any provision of any statute, regulation, order or restriction applicable to the Bank, any Borrower or any Fund.

 

7.                                        Addition of Borrowers and Funds .  With the prior written consent of the Bank in its sole discretion and in any event no more than once per calendar quarter, any Borrower may request the addition to the terms of this Agreement of (a) one or more open-end investment companies registered under the Investment Company Act as a Borrower hereunder or (b) any fund series of a Borrower.  In no event will any such additional open-end management investment company or fund series be added to the terms of this Agreement if such open-end management investment company or fund series is advised or sub-advised by the Bank or an affiliate of the Bank.  The addition of any such open-end management investment company or fund series shall be subject to consent by the Bank in its sole discretion and completion of an appropriate amendment to this Agreement and such other documentation as the Bank may require, including without limitation current prospectus and related information; corporate, trust or similar existence and authorization documentation; and appropriate legal opinions, in each case with respect to any proposed new Borrower or Fund as the Bank may require.

 

8.                                        Commitment Fee .  The Borrowers shall pay to the Bank a commitment fee at the rate of 0.15% per annum on the unused portion of the Committed Line Amount.  Such commitment fee shall accrue from and including the date hereof to but excluding the Expiration Date.  The commitment fee shall be calculated on the basis of a 360-day year for the actual number of days elapsed.  Accrued commitment fees payable by the Borrowers hereunder shall be

 

4



 

payable quarterly in arrears on the fifteenth (15 th ) day of each April, July, October and January for the immediately preceding calendar quarter and on the Expiration Date or any earlier date upon which the Committed Line hereunder may be terminated (including pursuant to Article II, Section 4 hereof upon the occurrence of an Event of Default).

 

9.                                        Fees .  The Borrowers hereby severally agree to pay to the Bank on the date hereof their respective ratable portions (in accordance with Section I(5)(c) above) of a (i) $15,000 documentation fee and (ii) $10,000 renewal fee, each payable as a condition precedent to closing.  Such fees shall be non-refundable and shall be deemed fully earned by the Bank on the date hereof.

 

II.                                      General Loan Terms

 

1.                                        Covenants.   Until all obligations of the Borrowers and their respective Funds with respect to the Committed Line have been paid in full and the Committed Line has been terminated, unless otherwise consented to in writing by the Bank, each of the Borrowers hereby covenants and agrees as follows for itself (where applicable) and on behalf of each of its respective Funds but not as to any other Borrower or Funds:

 

(a)                                   not to create, assume or suffer to exist any Indebtedness for borrowed money such that the outstanding principal amount of Indebtedness for borrowed money (including Loans hereunder) of any one Fund at any time exceeds the Maximum Amount of such Fund;

 

(b)                                  not to issue any preferred stock or create, incur, assume, suffer to exist, or guarantee, any Indebtedness other than, to the extent permitted by the relevant Prospectus (i) Indebtedness owing to the Bank; (ii) Indebtedness owing to the Custodian of any Borrower or Fund incurred in connection with such custody relationship; (iii) other Indebtedness existing as of the date of this Agreement and disclosed on Exhibit C hereto; (iv) preferred stock or Indebtedness issued or incurred with the prior written consent of the Bank; (v) other Indebtedness incurred in the ordinary course of any Borrower’s or Fund’s business in connection with portfolio investments and investment techniques permissible under the Investment Company Act (and not for the primary purpose of borrowing money) approved by the Board of Trustees or Directors of such Fund and permitted by the provisions of such Fund’s Prospectus or registration statement, but only to the extent such Indebtedness is reflected as a liability in the calculation of such Borrower’s or Fund’s Adjusted Net Assets;

 

(c)                                   not to create, incur, assume or suffer to exist any mortgage, pledge, security interest, lien, hypothecation, or other charge or encumbrance upon any of its assets or properties, or enter into any agreement preventing it from encumbering any such assets or properties other than, to the extent permitted by the relevant Prospectus (i) those in favor of the Bank or its affiliates or subsidiaries; (ii) those existing on the date hereof and described on Exhibit D hereto; (iii) those in favor of the Custodian of any Borrower or Fund securing Indebtedness permitted by Section II(1)(b)(ii) above; (iv) those for which the Bank has given its

 

5



 

prior written consent; (v) those arising in the ordinary course of any Borrower’s or Fund’s business out of or in connection with portfolio investments and investment techniques securing Indebtedness permitted by Section II(1)(b)(v) above; and (vi)  liens for taxes, fees, assessments and other governmental charges not yet due and payable and with respect to which reserves or other appropriate provisions as may be required by generally accepted accounting principles are being maintained;

 

(d)                                  to (i) duly observe and comply in all material respects with all applicable laws, including, without limitation, the Investment Company Act and any asset coverage and borrowing restrictions and restrictions on Indebtedness and extensions of credit contained therein and applicable to any Borrower or Fund, and applicable securities laws and regulations, in each case except to the extent that any failure to observe or comply could not reasonably be expected to have a Material Adverse Effect; (ii) pay all taxes and governmental charges prior to the time they become delinquent, unless such taxes or charges are being contested in good faith by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by generally accepted accounting principles are being maintained; (iii) maintain in full force and effect all licenses and permits necessary in any material respect for the proper conduct of its business; (iv) maintain its status as a management investment company registered under the Investment Company Act and its status as a regulated investment company under Subchapter M of the Internal Revenue Code; (v) operate in compliance with its declaration of trust, certificate or articles of incorporation, by-laws and/or other organizational documents, its Prospectus and all applicable investment policies and restrictions and agreements relating thereto; (vi) except for Permitted Mergers, not merge or consolidate with or into any entity or purchase all or substantially all of the assets or stock of any entity or sell or otherwise transfer all or any substantial portion of any Borrower’s or any Fund’s assets (other than the sale of portfolio assets in the ordinary course of business as described in its Prospectus) without the Bank’s prior written consent; (vii) not permit there to occur a change in the investment adviser from the Investment Adviser without the prior written consent of the Bank; (viii) not permit there to occur a change in the custodian of any Fund’s assets from the Custodian; (ix) not permit any change in the fundamental investment objectives or in the fundamental investment restrictions of any Borrower or Fund as described in its Prospectus, in any such case without the prior written consent of the Bank; (x) comply with all terms and provisions of all documents evidencing or securing any Indebtedness to or with the Bank and any other Indebtedness owing to any third party (“ Other Indebtedness ”); (xi) immediately notify the Bank of any event of default with respect to any Other Indebtedness and of any default under, or termination of, any agreement with the Custodian or with the Investment Adviser and provide to the Bank a copy of any notice or claim of any such default or termination; (xii) promptly notify the Bank of any material litigation or governmental proceeding or investigation commenced or threatened in writing against any Borrower or Fund, to the extent permitted by applicable law; and (xiii) immediately notify the Bank of the occurrence of any Default or Event of Default hereunder; (xiv) maintain with financially sound and reputable insurance companies insurance in such amounts and covering such risks as is consistent with sound business practice;

 

6



 

(e)                                   to permit the Bank or its representatives and agents to visit and inspect the properties of each Borrower and its respective Funds and to make copies or abstracts from such Borrower’s or Fund’s books and records at all such reasonable times and as often as may be reasonably desired;

 

(f)                                     to submit to the Bank: (i) within 60 days after the end of each semi-annual period in each fiscal year, each Borrower’s or Fund’s semi-annual or annual, as the case may be, financial statements, including a statement of assets, liabilities and investments as of the end of each such period in a form acceptable to the Bank and, in the case of annual statements, audited by PricewaterhouseCoopers LLP or by another certified public accountant firm reasonably satisfactory to the Bank; (ii) promptly, all proxy materials, reports to shareholders and other information delivered to shareholders of any Borrower or Fund; (iii) promptly, all material reports, documents or other information relating to the financial condition of any Borrower or Fund that are delivered to the United States Securities and Exchange Commission, including in any event, copies of any material change to any Prospectus or registration statement; (iv) prior to any Loan request or advance, and daily on each day during which any Loans shall have been outstanding, a certificate in the form attached as Exhibit B showing compliance with the borrowing limitations in Section I(2) above; and (v) such other financial statements and information as to each Borrower, Fund or the Investment Adviser as the Bank may reasonably request from time to time (all financial statements required hereunder to be prepared in accordance with generally accepted accounting principles consistently applied); and

 

(g)                                  execute and deliver such additional instruments and take such further actions as the Bank may from time to time reasonably request to effect the purpose of the Loan Documents and the Loans.

 

Notwithstanding anything to the contrary in Section II(1)(f) above, but without in any way limiting the rights of the Bank set forth therein, unless the Bank shall request paper copies of the financial and other information otherwise required to be furnished by the Borrowers to the Bank pursuant to subsections (i) and (ii) of such Section II(1)(f) above, the Borrower may deliver all such information to the Bank in a printable format by electronic means.  The Borrower may make such electronic delivery by:  (i) sending such information as an electronic mail attachment to such electronic mail addresses as shall be designated by the Bank, as applicable; or (ii) notifying the Bank by electronic mail (to such electronic mail addresses as shall be designated by the Bank, as applicable) that the documents are available on a website accessible to the Bank and further indicating a website hyperlink directing the user directly to the referenced documents posted thereon; provided that such information shall be made available on or before the dates specified in said subsections (i) and (ii) of such Section II(1)(f) above.  Nothing contained in this paragraph shall require the Bank to maintain copies of the financial and other information referred to in this paragraph, and the Bank shall be solely responsible for requesting physical delivery of such information, or maintaining any such information, as applicable.  Each of the Borrowers, on behalf of its respective Funds, acknowledges that the distribution of material through an electronic medium is not necessarily secure and that there may be confidentiality and other risks associated with such distribution.  In no event shall the Bank or any of its officers,

 

7



 

directors, employees, agents, advisors or representatives have any liability to the Borrowers or Funds for damages of any kind, including without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses arising out of the Borrowers’ transmission of communications through the internet.

 

2.                                        Representations and Warranties.   Each of the Borrowers severally represents and warrants to the Bank, both as to itself (where applicable) and as to each of its respective Funds (but not as to any other Borrower or Fund) that:

 

(a)                                   each such Borrower (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; (ii) is registered as a management investment company under the Investment Company Act; (iii) is qualified as a regulated investment company within the meaning of the Internal Revenue Code; (iv) has all requisite power and authority to own its property and conduct its business as is now conducted and is duly authorized to do business in each jurisdiction where the nature of its properties or business requires such qualification and where failure to be so qualified would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (v) is in compliance with its declaration of trust, certificate or articles of incorporation, by-laws and/or other organizational documents and applicable law, including, without limitation, the Investment Company Act and Federal Reserve Regulations T, U and X, to the extent that any failure to observe or comply with such applicable law could not reasonably be expected to have a Material Adverse Effect; and (vi) has filed all required income tax returns and has paid all taxes due pursuant to such returns, and the charges, accruals and reserves on the books and records of such Borrower or Fund with respect to such taxes and charges are adequate;

 

(b)                                  the execution, delivery and performance of each of the Loan Documents and the making of any Loan by the Bank to such Borrower, on behalf of its respective Funds, hereunder (i) are, and will be, within such Borrower’s or Fund’s power and authority; (ii) have been authorized by all necessary trust or corporate proceedings, as the case may be; (iii) do not, and will not, require the consent of any shareholders or other equity holders of such Borrower or Fund or approvals of any governmental authority, other than those which have been received; (iv) will not contravene any provision of, or exceed any limitation contained in, the certificate or articles of incorporation, declaration of trust, by-laws and/or other organizational documents of such Borrower or Fund or its Prospectus or any judgment, decree or order or any law, rule or regulation applicable to such Borrower or Fund, including, without limitation, the Investment Company Act; (v) are, and will be, in compliance with Federal Reserve Regulations T, U and X and the Investment Company Act; (vi) do not constitute a default under any other agreement, order or undertaking binding on such Borrower or Fund; and (vii) do not require the consent or approval of any obligee or holder of any instrument relating to any Other Indebtedness or any other party other than for those consents and approvals which have been received;

 

(c)                                   no portion of any proceeds of any Loan shall be used directly or indirectly in violation of any provision of any statute, regulation, order or restriction applicable to the Bank or any Borrower or Fund, including Federal Reserve Regulation U;

 

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(d)                                  each of the Loan Documents constitutes the legal, valid, binding and enforceable obligation of each of the Borrowers, on behalf of its respective Funds, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles;

 

(e)                                   all financial statements of the Funds previously furnished to the Bank by any Borrower or Fund were prepared in accordance with generally accepted accounting principles and present fairly and completely the financial position of such Fund; since the date of the most recent audited financial statements furnished to the Bank prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, financial condition or business of any Borrower or any of its respective Funds; and each of the Borrowers has disclosed to the Bank any and all facts which, to the best of such Borrower’s knowledge, after due inquiry, materially and adversely affect or could reasonably be expected to materially and adversely affect, the business, assets, operations or financial condition of such Borrower or any of its respective Funds or the ability of such Borrower or Fund to perform its obligations under the Loan Documents;

 

(f)                                     each of the Borrowers has good and marketable title to all its material properties, assets and rights of every name and nature purportedly owned by it on behalf of its respective Funds except for encumbrances permitted by Section II(1)(c) above;

 

(g)                                  there is no litigation, arbitration, proceeding or investigation pending or, to the best of each Borrower’s knowledge, overtly threatened against, such Borrower or any of its respective Funds or the Investment Adviser which could reasonably be expected to result in a Material Adverse Effect, except those described on Exhibit E attached hereto (as amended upon mutual agreement of the Bank and all the Borrowers);

 

(h)                                  the shares of each Borrower and its respective Funds have been registered under the Securities Act of 1933 and are eligible for sale under applicable state and federal securities laws and regulations;

 

(i)                                      with regard to the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, collectively, as amended and in effect from time to time (“ ERISA ”), none of the Borrowers or their respective Funds is treated as a single employer with any other person under ERISA, and none has any liability with respect to any benefit arrangement, plan or multi-employer plan subject to ERISA;

 

(j)                                      none of the Borrowers or their respective Funds is an “Affiliated Person”, as defined in the Investment Company Act, of the Bank;

 

(k)                                   the Investment Adviser serves as investment adviser to each of the Funds, and the Custodian serves as custodian for the assets of each of the Funds; and

 

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(l)                                      each of the Borrowers and its respective Funds has complied with, and is in compliance with, the investment objectives and policies and investment restrictions set forth in its Prospectus.

 

The making of each Loan hereunder to any Borrower on behalf of any Fund, shall be deemed to be a reaffirmation by such Borrower on behalf of such Fund, as to the representations and warranties contained in this Section II(2) and confirmation that no Default or Event of Default has occurred hereunder or will occur after giving effect to the making of such Loan.

 

3.                                        Default.   It will be a default hereunder with respect to any Fund if any of the following events (each, an “ Event of Default ”) occurs with respect to such Fund, with respect to the Borrower acting on behalf of such Fund, or, as applicable, with respect to the Investment Adviser:

 

(a)                                   such Borrower, acting on behalf of such Fund, fails (i) to pay when due any amount of principal of any Loan, whether on demand, at maturity, upon acceleration, pursuant to a mandatory repayment or prepayment provision hereof or otherwise, or (ii) to pay within three Business Days of when due any amount of interest on any Loan or any fees or expenses or other amounts payable under any of the Loan Documents; or

 

(b)                                  such Borrower or Fund (i) shall fail to perform any term, covenant or agreement contained in any of Sections II(1)(a)-(c), Sections II(1)(d)(iv)–(xiii) or Section II(1)(f) hereof; or (ii) shall fail to perform any term, covenant or agreement contained in any of the Loan Documents (other than those specified elsewhere in this Section II(3)) or a default or event of default occurs thereunder and, in the case of this clause (ii), such failure or default or event of default shall continue for a period of thirty (30) days; or

 

(c)                                   any material representation or warranty of such Borrower or Fund made in any of the Loan Documents or as an inducement for the Bank to make any Loan shall prove to have been false in any material respect upon the date when made or deemed to have been made; or

 

(d)                                  such Borrower, acting on behalf of such Fund (i) fails to pay or perform when due any Obligation, whether now existing or hereafter arising, other than those referred to above in this Section II(3), or (ii) fails to pay at maturity, or within any applicable period of grace, any obligations for Other Indebtedness, or (iii) fails to observe or perform beyond any applicable grace period any term, covenant or agreement evidencing or securing such Other Indebtedness; or

 

(e)                                   such Borrower or Fund or the Investment Adviser (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee, liquidator or similar official of itself or of all or a substantial part of its property, (ii) is generally not paying its debts as such debts become due; (iii) makes a general assignment for the benefit of its creditors; (iv) commences any case or proceeding under the Federal Bankruptcy Code or any

 

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other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, or any other law providing for the relief of debtors; (v) fails to contest in a timely or appropriate manner, or acquiesces in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code or any other law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, or any other law providing for the relief of debtors; (vi) takes any actions under state, federal or other applicable law in order to commence the liquidation of the Borrower or Fund, (vii) takes any action under the laws of its jurisdiction of incorporation or organization similar to any of the foregoing or (viii) discontinues its business; or

 

(f)            a proceeding or case shall be commenced against such Borrower or Fund or the Investment Adviser without the application or consent of such party, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, dissolution, winding-up, or composition or readjustment of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets; or (iii) similar relief in respect of it, under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts or any other law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of 60 days; or an order for relief shall be entered in an involuntary case under the Federal Bankruptcy Code, against such Borrower or Fund or the Investment Adviser or action under the laws of the jurisdiction of incorporation or organization of such Borrower or Fund or the Investment Adviser similar to any of the foregoing shall be taken with respect to such Borrower or Fund or the Investment Adviser and shall continue unstayed and in effect for any period of 60 days; or

 

(g)           a final judgment or final order for the payment of money is entered against such Borrower or Fund by any court of competent jurisdiction, or an execution or similar process is issued or levied against property of such Borrower or Fund, that in the aggregate exceeds 5% of the value of the Net Assets of such Borrower or Fund and such judgment, order, warrant or process is not within 30 days after entry thereof discharged or stayed pending appeal or is not discharged within 30 days after the expiration of such stay; or

 

(h)           there occurs a change in the business, assets or financial condition of such Borrower or Fund resulting in a Material Adverse Effect (which shall not include a decline in the Net Assets of such Fund resulting from redemptions by shareholders of such Fund or a decline in market value of securities held by such Fund); or

 

(i)            such Borrower or Fund shall challenge the validity or enforceability of any portion of any of the Loan Documents; or

 

(j)            any investment advisory agreement which is in effect on the date hereof relating to such Fund terminates, the Investment Adviser ceases to serve as the investment adviser for such Fund, or the Custodian ceases to serve as the custodian for such Fund’s assets, in each instance without the prior written consent of the Bank; or

 

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(k)           such Borrower or Fund shall violate, or take any action that would result in a material deviation from, any of its fundamental investment policies or restrictions as in effect from time to time, including those as set forth in its Prospectus.

 

4.             Remedies.   Upon the occurrence of an Event of Default described in Section II(3)(e) or (f), immediately and automatically; and upon the occurrence of any other Event of Default, at any time thereafter while such Event of Default is continuing, at the Bank’s option and upon the Bank’s declaration:

 

(a)           the Committed Line established hereunder shall terminate with respect to the subject Fund;

 

(b)           the unpaid principal amount of the Loans to the Borrower on behalf of the subject Fund together with accrued and unpaid interest thereon, all fees, expenses and other Obligations, shall become immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived; and

 

(c)           the Bank may exercise any and all rights it has under any of the Loan Documents and proceed to protect and enforce the Bank’s rights by any action at law, in equity or other appropriate proceeding as it relates to the subject Fund.

 

Each of the Borrowers, for itself and on behalf of each of its respective Funds, authorizes the Bank and State Street, in its capacity (when and as applicable as to each Fund) as the Custodian, during the continuance of an Event of Default to charge and setoff against any deposit account or other account maintained with either the Bank or the Custodian on behalf of such Borrower on behalf of each applicable Fund and apply the proceeds thereof against repayment of any unpaid Obligations of the Borrower on behalf of such Fund, as appropriate.  In addition, State Street, in its capacity (when and as applicable as to each Fund) as the Custodian, is hereby directed by such Borrower on behalf of each of its respective Funds to dispose of such Fund’s assets as selected by the Investment Adviser to the extent necessary to repay all amounts due to the Bank from such Borrower on behalf of such Fund to the extent that the Obligations of such Borrower on behalf of such Fund have not been paid when due or if any other Event of Default has occurred.  If the Investment Adviser does not select a sufficient amount of assets to repay all amounts due to the Bank from such Borrower on behalf of such Fund within a reasonable time, State Street, in its capacity (when and as applicable as to each Fund) as the Custodian, is hereby directed by such Borrower on behalf of such Fund, upon one day’s prior written notice to such Borrower on behalf of such Fund and its Investment Adviser, to dispose of such Fund’s assets to the extent necessary to repay all amounts due to the Bank from such Borrower on behalf of such Fund. The foregoing shall be deemed to be continuing and irrevocable “proper instructions” to the Custodian for all purposes under the applicable custody agreement between such Borrower on behalf of such Fund and the Custodian.  The foregoing shall be in addition to any other rights or remedies the Bank and the Custodian may have against such Borrower on behalf of such Fund following the occurrence of an Event of Default hereunder.

 

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No right of the Bank shall be exclusive of any other right of the Bank now or hereafter available under the Loan Documents, at law, in equity or otherwise, and no course of dealing or delay by the Bank in exercising any right shall operate as a waiver thereof or otherwise affect any rights or remedies of the Bank.

 

5.             Notices.   All notices hereunder shall be in writing and shall be deemed to have been given one Business Day after delivery to an overnight courier or when delivered by hand or by facsimile to the addresses or facsimile numbers given below and in each case such delivery is confirmed to have been made.  Notices (a) to the Bank shall be given to State Street Bank and Trust Company, Copley Place Tower, Box 5303, Boston, Massachusetts 02206, or if by overnight courier service, to State Street Bank and Trust Company, Copley Place, Tower 4, 5 th  Floor, Boston, Massachusetts 02116, in either case to the attention of:  Paul Koobatian, Vice President or Mutual Fund Lending Department Head, and (b) to any Borrower or Fund shall be deemed to have been given if given at the address stated at the beginning of this Agreement, or via facsimile at (212) 325-4120 in either case to the attention of:  Michael Pignataro.

 

6.             Amendments and Waivers.   No waivers shall be effective unless in writing.  No right of the Bank shall be exclusive of any other right of the Bank now or hereafter available under the Loan Documents, at law, in equity or otherwise; or by statute or any other provision of law; and no course of dealing or delay by the Bank in exercising any right hereunder shall operate as a waiver thereof or otherwise affect any rights or remedies of the Bank.  All amendments hereto must be in writing signed by all the Borrowers and the Bank.

 

7.             Assignments and Participations .  No Borrower or Fund may assign or transfer or participate any of its rights under any of the Loan Documents without the prior written consent of the Bank.  The Bank may assign or transfer its rights hereunder to any other person or entity with the prior consent of the relevant Borrower, on behalf of the relevant Fund, such consent not to be unreasonably withheld and such consent not being required during the continuance of an Event of Default.  The Bank may also pledge or participate its rights hereunder to any Federal Reserve Bank or to any other person or entity without the consent of any Borrower or Fund; provided however , that no such person or entity taking solely a participation interest in any of the Obligations, without the consent of the relevant Borrower on behalf of the relevant Fund, shall have any rights with respect to such participation other than the right to vote on changes in interest, fees, line amount, principal payments, maturity or other payment dates, and any advance rates or borrowing limitations described herein.

 

8.             Setoff .  Any amounts owing from the Bank to any Borrower on behalf of any Fund including deposits (general or special, time or demand, provisional or final), may, at any time following the occurrence and during the continuance of an Event of Default, be set off and applied against the obligations of such Borrower, on behalf of such Fund, to the Bank.

 

9.             Expenses .  Subject to the terms of Section I(5)(c) above, each of the Borrowers agrees, on behalf of each of its respective Funds, to pay on demand all reasonable expenses of the Bank in connection with the preparation, negotiation and closing of this Agreement and the other

 

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Loan Documents and all reasonable expenses of the Bank in connection with the amendment, waiver, default or collection of the Obligations to the Bank or in connection with the Bank’s exercise or enforcement, following an Event of Default, of any of its rights, remedies or options thereunder, including, without limitation, reasonable fees of outside legal counsel or the allocated costs of in-house legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses; and the amount of all such expenses shall, to the extent not paid within thirty (30) days after written demand therefore by the Bank, bear interest at the rate applicable to the Loans (including any default rate) until paid in full.

 

10.           Indemnification .  Subject to the terms of Section I(5)(c) above, each of the Borrowers agrees, on behalf of each of its respective Funds (a) to indemnify the Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement and the Note; and (b) to indemnify and hold harmless the Bank and its directors, officers, employees, agents and affiliates from and against any and all liabilities, losses, damages, costs, and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by the Bank in connection with any civil, investigative, administrative or judicial proceeding (whether or not the Bank shall be a designated party thereto) relating to or arising out of this Agreement or any of the other Loan Documents or any actual or proposed use of proceeds of any Loans hereunder, provided that the Bank shall not have the right to be indemnified hereunder for its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.  To the extent permitted by applicable law, none of the Borrowers shall assert, and each of the Borrowers, on behalf of its respective Funds, hereby waives, any claim against the Bank or its directors, officers, employees, agents or affiliates, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any of the other Loan Documents or any Loan or the use of proceeds thereof.

 

11.           Waiver of Jury Trial.   Except as prohibited by law, neither any of the Borrowers or their respective Funds nor the Bank nor any assignee or successor of any of them, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Loan Documents.  Neither any of the Borrowers or their respective Funds nor the Bank will seek to consolidate any such action in which a jury trial has been waived with any other action in which a jury trial has not been waived.  THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THE PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS.  NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

 

12.           Jurisdiction.   EACH OF THE LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).  EACH BORROWER AND FUND AGREES THAT ANY SUIT FOR

 

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THE ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON SUCH BORROWER OR FUND BY MAIL AT THE ADDRESS SPECIFIED ABOVE.  EACH BORROWER AND FUND HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

 

13.           Counterparts.   This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original document, but all of which together shall constitute one and the same instrument.

 

14.           USA Patriot Act .  The Bank hereby notifies each of the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”), it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow the Bank to identify the Borrowers in accordance with the Patriot Act.

 

15.           Definitions.   Except as otherwise defined herein, all financial terms shall be defined in accordance with generally accepted accounting principles.  The following defined terms as used herein shall have the following meanings:

 

Adjusted Net Assets ” shall mean, as applied to any Fund at any time, (a) Total Assets of such Fund, less (b) Total Liabilities (excluding Indebtedness for borrowed money) of such Fund at such time, less , ; (c) without duplication, the value of any assets segregated for the benefit of, or otherwise subject to any pledge, security interest, hypothecation or other lien or encumbrance in favor of, any party other than the Bank, and less (d) the aggregate amount invested by such Fund in subsidiaries of such Fund, if any.   For purposes of calculating Adjusted Net Assets for any Fund, the amount of any liability included in Total Liabilities shall be equal to the greater of (i) the outstanding amount of such liability and (ii) the fair market value of all assets pledged or otherwise segregated to secure such liability.

 

Agreement ” shall mean this letter agreement and all appendices, exhibits and schedules attached hereto, as any of the same may be amended, restated, extended, replaced or otherwise modified and in effect from time to time.

 

Bank ” shall have the meaning given to such term in the preamble hereto.

 

Borrower ” shall have the meaning given to such term in the preamble hereto.

 

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Business Day ” shall mean any day excluding Saturday and Sunday and excluding any other day which shall be in Boston, Massachusetts a legal holiday or a day on which banking institutions are required or authorized by law to close.

 

Committed Line ” shall have the meaning given to such term in the preamble hereto.

 

Committed Line Amount ” shall mean $50,000,000.

 

Custodian ” shall mean that person or entity serving as custodian of a Fund’s assets as appearing opposite such Fund’s name in the Appendix I hereto.

 

Default ” shall mean any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

 

ERISA ” shall have the meaning given to such term in Section II(2)(i) hereof.

 

Event of Default ” shall have the meaning given to such term in Section II(3) hereof.

 

Existing Borrower(s) ” shall have the meaning given to such term in the preamble hereto.

 

Existing Loan Agreement ” shall have the meaning given to such term in the preamble hereto.

 

Expiration Date ” shall have the meaning given to such term in Section I(1) hereof.

 

Federal Funds Rate ” shall mean, at the relevant time of reference thereto, the rate that appears on Bloomberg page BTMM, as quoted by Garban Limited, as of 9:30 a.m. (Boston time), as the “Federal Funds Ask” rate, or, if unavailable, the quotation received by the Bank from a federal funds broker of recognized standing as selected by the Bank in its reasonable discretion.

 

Fund ” shall mean each of the respective fund series of the Borrowers from time to time listed on Appendix I hereto, if any, and if at any time any Borrower party hereto shall not have any fund series and shall be a party hereto and borrowing hereunder for itself and not on behalf of any such fund series, the term “Fund” shall also mean and refer to such Borrower in such capacity.

 

Indebtedness ” shall mean, as applied to any Borrower or Fund, all obligations, contingent and otherwise, which, in accordance with generally accepted accounting principles, should be classified upon a balance sheet as liabilities, or to which reference should be made by

 

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footnotes thereto, including, without limitation, in any event and whether or not so classified: (i) all debt and similar monetary obligations, whether direct or indirect; (ii) all guarantees, endorsements and other contingent obligations, whether direct or indirect, in respect of Indebtedness of others, including any obligation to supply funds to or in any manner to invest in, directly or indirectly, the debtor (whether by way of loan, stock purchase, capital contribution or otherwise), to purchase Indebtedness, or to assure the owner of Indebtedness against loss, through an agreement to purchase goods, supplies or services for the purpose of enabling the debtor to make payment of the Indebtedness held by such owner or otherwise, and the obligations to reimburse the issuer of any letters of credit; and (iii) all liabilities secured by any mortgage, pledge, security interest, lien, charge or other encumbrance existing on property owned or acquired subject thereto, or with respect to which assets have been segregated, whether or not the liability secured thereby shall have been assumed, including without limitation, any cash or securities held or otherwise pledged as collateral in connection with any portfolio investments or investment techniques.

 

Internal Revenue Code ” shall mean the Internal Revenue Code of 1986, as amended, together with all related rules and regulations promulgated thereunder.

 

Investment Adviser ” shall mean (i) with respect to The Indonesia Funds, Inc., Aberdeen Asset Management Asia Limited, a corporation organized under the laws of Singapore, and (ii) with respect to all other Funds, Credit Suisse Asset Management, LLC, a Delaware limited liability company.

 

Investment Company Act ” shall mean the Investment Company Act of 1940, as amended, together with all related rules and regulations promulgated by the United States Securities and Exchange Commission relating thereto.

 

LIBOR Business Day ” shall mean any Business Day on which commercial banks are open for international business (including dealings in United States dollar deposits) in London.

 

Loan ” shall have the meaning given to such term in Section I(2) hereof.

 

Loan Documents ” shall mean this Agreement, the Note and any other documents executed in connection herewith, as any of the same may be amended, restated, extended, renewed, replaced or otherwise modified and in effect from time to time.

 

Material Adverse Effect ” shall mean a material adverse effect on (a) the business condition (financial or otherwise), operations, performance or properties of a Borrower or Fund, (b) the rights or remedies of the Bank under the Loan Documents, or (c) the ability of a Borrower or Fund to perform its obligations under the Loan Documents.

 

Maximum Amount ” shall mean, at any time with respect to any Fund, the lesser of (a) the Specified Percentage of the Adjusted Net Assets of such Fund at such time, and (b) the

 

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maximum amount which such Fund is permitted to borrow (after taking into account all then outstanding Indebtedness) pursuant to its Prospectus, the Investment Company Act or any registration made thereunder, any vote of the shareholders of such Fund, any agreement of the applicable Borrower or such Fund with any foreign, federal, state or local securities division to which such Borrower or such Fund is subject, any other applicable agreement or document to which such Borrower or such Fund is a party or any law, rule or regulation applicable to such Borrower or such Fund.

 

Net Assets ” shall mean, with respect to any Fund at any time, the value of the Total Assets of such Fund at such time less the Total Liabilities of such Fund at such time.

 

Note ” shall have the meaning given to such term in Section I(3) hereof.

 

Obligations ” shall mean any and all obligations of each of the Borrowers, on behalf of each of its applicable Funds, to the Bank of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, and including obligations to perform acts and refrain from taking action as well as obligations to pay money, in each case arising or incurred under any of the Loan Documents.

 

Other Indebtedness ” shall have the meaning given to such term in Section II(1)(d) hereof.

 

Overnight LIBOR Rate ” shall mean the British Bank’s Association Official LIBOR fixing for United States dollars, for a period to maturity of one LIBOR Business Day, as reported by Bloomberg L.P. as the ask rate on the LIBOR USD BBA page, and if such rate is then unavailable on Bloomberg L.P., then Overnight LIBOR Rate shall mean the British Banker’s Association Official LIBOR fixing for United States dollars, for a period to maturity of one LIBOR Business Day as reported by Reuters as the ask or offered rate on the LIBOR01 page (also known as Reuters BBA Libor Rates Page 3750), and if such rate is then unavailable, then Overnight LIBOR Rate shall mean the rate of interest per annum quoted by the Bank to leading banks in the London interbank market as the rate at which the Bank is offering United States dollar deposits in an amount equal to $1,000,000 with a maturity of one LIBOR Business Day.

 

Overnight Rate ” shall mean, as of any day, the higher of (a) the Federal Funds Rate as in effect on that day and (b) the Overnight LIBOR Rate as in effect on that day.

 

Permitted Merger(s) ” shall mean (a) the merger of one or more Funds with and into any other Fund, or (b) the merger of any fund series of any Borrower which is not a Fund hereunder with and into any Fund so long as the Fund is the survivor of such merger; provided that, in the case of any such merger pursuant to the foregoing clause (a) or (b), (i) the Borrower shall have provided written notice in reasonable detail to the Bank of its intention to effect such merger, together with a revised Appendix I hereto reflecting such merger, at least ten (10) Business Days prior to the effectiveness of such merger, and (ii) no Default or Event of Default

 

18



 

shall exist or result from such merger (including, without limitation, any failure to satisfy the borrowing limitations contained in Section I(2) as a result thereof).

 

Prospectus ” shall mean at any time the then current prospectus and statement of additional information of any Borrower or Fund.

 

Specified Percentage ” of a Fund shall mean the percentage listed next to such Fund on the attached Appendix I .

 

Total Assets ” shall mean, with respect to any Fund at any time, all assets of such Fund which in accordance with generally accepted accounting principles would be classified as assets on a balance sheet of such Fund at such time.  For purposes of this definition, the value of each Fund’s assets shall be determined based upon the current market value thereof with reference to daily prices provided by independent pricing sources and otherwise in accordance with the Investment Company Act.

 

Total Liabilities ” shall mean, with respect to any Fund at any time, the aggregate amount of all items which would be set forth as liabilities on a balance sheet of such Fund at such time in accordance with generally accepted accounting principles.

 

16.           Amended and Restated Agreement .  This Agreement amends, restates supercedes and replaces in its entirety the Existing Loan Agreement.  As a condition to the effectiveness hereof, the Borrowers, on behalf of their respective Funds, shall have paid to the Bank the aggregate principal amount of all loans, and all accrued and unpaid interest, if any, outstanding under the Existing Loan Agreement through the date hereof.

 

[Remainder of Page Intentionally Left Blank]

 

19



 

If the foregoing satisfactorily sets forth the terms and conditions of the Committed Line, please execute and return to the undersigned each of the Loan Documents and such other documents and agreements as the Bank may request.  We are pleased to provide the Committed Line hereunder and look forward to the ongoing development of our relationship.

 

 

Sincerely,

 

 

 

STATE STREET BANK AND

 

TRUST COMPANY , as Bank

 

 

 

 

 

By:

/s/Paul J. Koobatian

 

Name:

Paul J. Koobatian

 

Title:

Vice President

 

 

 

 

Acknowledged and Accepted :

 

 

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of

 

 

its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP GROWTH FUND

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

20



 

CREDIT SUISSE GLOBAL HIGH YIELD FUND, INC.

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

CREDIT SUISSE GLOBAL SMALL CAP FUND, INC.

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

CREDIT SUISSE INSTITUTIONAL FUND, INC. , on behalf of

 

its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

21



 

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of

 

 

its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

CREDIT SUISSE TRUST , on behalf of

 

 

its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

THE CHILE FUND, INC.

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

THE FIRST ISRAEL FUND, INC.

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

THE INDONESIA FUND, INC.

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

22



 

THE LATIN AMERICA EQUITY FUND, INC.

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

Name:

Michael A. Pignataro

 

 

Title:

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

Acknowledged:

 

 

 

 

 

 

STATE STREET BANK AND TRUST COMPANY ,

 

 

as Custodian

 

 

 

 

 

 

/s/Joseph C. Antonellis

 

 

By:

Joseph C. Antonellis

 

 

Title:

Vice Chairman

 

 

 

23



 

APPENDIX I

 

List of Borrowers and Funds

 

 

 

Custodian

 

Specified
Percentage

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

SSB(1)

 

10

%

 

 

 

 

 

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse Large Cap Value Fund

 

SSB

 

33 1/3

%

Credit Suisse Small Cap Core Fund

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP GROWTH FUND

 

SSB

 

10

%

 

 

 

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE GLOBAL HIGH YIELD FUND, INC.

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE GLOBAL SMALL CAP FUND, INC.

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE INSTITUTIONAL FUND, INC. on behalf of:

 

 

 

 

 

Asia Bond Portfolio

 

SSB

 

15

%

International Focus Portfolio

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse High Income Fund

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE TRUST , on behalf of:

 

 

 

 

 

Commodity Return Strategy Portfolio

 

SSB

 

20

%

International Equity Flex I Portfolio

 

SSB

 

33 1/3

%

International Equity Flex II Portfolio

 

SSB

 

33 1/3

%

International Equity Flex III Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex I Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex II Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex III Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex IV Portfolio

 

SSB

 

33 1/3

%

 


(1) State Street Bank and Trust Company as custodian

 



 

THE CHILE FUND, INC.

 

BBH

 

15

%

 

 

 

 

 

 

THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.

 

BBH(2)

 

10

%

 

 

 

 

 

 

THE FIRST ISRAEL FUND, INC.

 

BBH

 

15

%

 

 

 

 

 

 

THE INDONESIA FUND, INC.

 

BBH

 

10

%

 

 

 

 

 

 

THE LATIN AMERICA EQUITY FUND, INC.

 

BBH

 

15

%

 


(2) Brown Brothers Harriman, Inc. as custodian

 

25



 

EXHIBIT A

 

PROMISSORY NOTE

 

$50,000,000

 

June 10, 2009

 

 

Boston, Massachusetts

 

For value received, each of the undersigned hereby severally promises to pay to State Street Bank and Trust Company (the “ Bank ”), or order, at the office of the Bank at 100 Huntington Avenue, Tower 2, Floor 4, Boston, Massachusetts 02116 in immediately available United States dollars, the principal amount of FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00), or such lesser original principal amount as shall be outstanding hereunder and not have been prepaid as provided herein, together with interest thereon as provided below.  Each Loan shall be payable upon the earliest to occur of (a) the Expiration Date, (b) 60 calendar days following the date on which such Loan is made, or (c) the date on which such Loan otherwise becomes due and payable under the terms of the Loan Agreement referred to below, whether following the continuance of an Event of Default or otherwise.  Interest on the unpaid principal amount outstanding hereunder shall be payable at the rates and at the times as set forth in the Loan Agreement and shall be computed as set forth in the Loan Agreement.  Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business.

 

All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank.  The entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to amounts outstanding hereunder, provided that the failure by the Bank to make any such entry shall not affect the obligation of the undersigned to make payments of principal and interest on all Loans as provided herein and in the Loan Agreement.

 

Following the occurrence of an Event of Default, unpaid principal on any Loan, and to the extent permitted by applicable law, unpaid interest on any Loan, shall thereafter bear interest, compounded monthly and be payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan under the Loan Agreement.

 

This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain letter agreement dated June 10, 2009 by and among the undersigned and the Bank (herein, as the same may from time to time be amended, restated, supplemented, modified or extended, referred to as the “ Loan Agreement ”), but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned makers of this Note to pay the principal of and interest on this Note as herein provided.  All terms not otherwise defined herein shall be used as defined in the Loan Agreement.

 



 

The undersigned may at its option prepay all or any part of the principal of this Note subject to the terms of the Loan Agreement.  Amounts prepaid may be reborrowed subject to the terms of the Loan Agreement.

 

Each of the undersigned makers and every endorser and guarantor, if any, hereof hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or otherwise affect the liability of any of the undersigned or any such endorser or guarantor.  No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion.

 

2



 

This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts (without giving effect to any conflicts of laws provisions contained therein).

 

 

WITNESS:

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

WITNESS:

CREDIT SUISSE CAPITAL FUNDS , on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

WITNESS:

CREDIT SUISSE LARGE CAP GROWTH FUND

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

WITNESS:

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

WITNESS:

CREDIT SUISSE GLOBAL HIGH YIELD FUND, INC.

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

3



 

WITNESS:

CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

WITNESS:

CREDIT SUISSE GLOBAL SMALL CAP FUND, INC.

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

WITNESS:

CREDIT SUISSE INSTITUTIONAL FUND, INC. , on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

 

WITNESS:

CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

WITNESS:

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

4



 

WITNESS:

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

WITNESS:

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

WITNESS:

CREDIT SUISSE TRUST , on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

WITNESS:

THE CHILE FUND, INC.

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

WITNESS:

THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

WITNESS:

THE FIRST ISRAEL FUND, INC.

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

5



 

WITNESS:

THE INDONESIA FUND, INC.

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

 

WITNESS:

THE LATIN AMERICA EQUITY FUND, INC.

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

6



 

SCHEDULE I TO NOTE DATED JUNE 10, 2009

 

Date of
Loan

 

Amount of
Principal

 

Amount of Principal
Paid

 

Outstanding
Balance

 

Notation Made By

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

APPENDIX I

 

List of Borrowers and Funds

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of:

Credit Suisse Large Cap Value Fund

Credit Suisse Small Cap Core Fund

 

CREDIT SUISSE LARGE CAP GROWTH FUND

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

CREDIT SUISSE GLOBAL HIGH YIELD FUND, INC.

 

CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.

 

CREDIT SUISSE GLOBAL SMALL CAP FUND, INC.

 

CREDIT SUISSE INSTITUTIONAL FUND, INC.

on behalf of:

Asia Bond Portfolio

International Focus Portfolio

 

CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of:

Credit Suisse High Income Fund

 

CREDIT SUISSE TRUST , on behalf of:

Commodity Return Strategy Portfolio

International Equity Flex I Portfolio

International Equity Flex II Portfolio

International Equity Flex III Portfolio

U.S. Equity Flex I Portfolio

U.S. Equity Flex II Portfolio

U.S. Equity Flex III Portfolio

U.S. Equity Flex IV Portfolio

 

THE CHILE FUND, INC.

 

THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.

 



 

THE FIRST ISRAEL FUND, INC.

 

THE INDONESIA FUND, INC.

 

THE LATIN AMERICA EQUITY FUND, INC.

 

2



 

ADVANCE/PAYDOWN

REQUEST FORM

 

DATE:

 

 

 

TO:

STATE STREET BANK AND TRUST COMPANY

 

 

ATTN:

LOAN OPERATIONS CUSTOMER SERVICE UNIT

 

telephone (617) 937-8806 or (617) 937-8808; fax (617) 988-6677

 

 

FROM:

[BORROWER][ on behalf of [FUND]]

 

(Fund #                       ) (DDA #                         )

 

In connection with the letter agreement dated                             , 2009 and related documents currently in effect with State Street Bank and Trust Company (as amended, collectively, the “ Agreement ”), please increase/reduce (circle one) the outstanding balance on behalf of the above-indicated Fund by $                    .  Any requested Loan should be recorded on the books of the Fund with the Bank and interest payable to the Bank should be recorded at the agreed upon rate.

 

1.                                        This request is (check one):  o Loan Advance  o Paydown   o Overnight Rollover  o

 

2.                                        The proceeds of any requested Loan shall be used only to the extent consistent with and not prohibited by the Prospectus, the terms of the Agreement and applicable laws and regulations, including, without limitation, Regulation U, and no Default of Event of Default has occurred under the Agreement.

 

4.                                        All of the representations and warranties of the undersigned Borrower and Fund set forth in Section II(2) of the Agreement are true and correct on and as of the date hereof.

 

5.                                        Each of the Borrower and the Fund is in compliance with all the terms and conditions in the Agreement (including the Maximum Amount and other borrowing limitations thereunder) and will remain in compliance therewith after giving effect to the making of any requested Loan.

 

6.                                        The following amounts and statements are true in connection with any requested Loan:

 

(a)

Adjusted Net Assets of the Fund:

 

 

 

 

 

 

 

(i)

Total Assets of the Fund

 

$

 

(ii)

Total Liabilities (excluding Indebtedness for borrowed money) of the Fund*

 

$

 

(iii)

without duplication, the value of any

 

 

 


* For purposes of calculating Adjusted Net Assets for any Fund, the amount of any liability included in liabilities shall be equal to the greater of (i) the outstanding amount of such liability and (ii) the fair market value of all assets pledged or otherwise segregated to secure such liability.

 



 

 

 

segregated assets or assets otherwise subject to any pledge or other encumbrance

 

$

 

(iv)

aggregate amount invested in subsidiaries of such Fund

 

$

 

(v)

item (a)(i)  less item (a)(ii)  less item (a)(iii)  less item (a)(iv)

 

$

 

 

 

 

 

(b)

Specified Percentage of item (a)(v)

 

$

 

 

 

 

(c)

 

(i)

Beginning Loan Balance:

 

$

 

 

(ii)

Paydown Amount (if any):

 

$

 

 

(iii)

Requested Loan (if any)

 

$

 

 

(iv)

Requested Loans Balance ((i)

 

 

 

 

minus (ii) or (i)  plus (iii)):

 

$

 

 

 

 

 

(d)   The aggregate outstanding principal amount of Indebtedness for borrowed money of the Fund other than the Loans as of the date hereof

 

                               $

 

 

 

(e)  Total Indebtedness for borrowed money ((c)(v) plus (d)):

 

                               $

 

7.                                        The amount set forth in 6(e) above does not exceed the lesser of (a) the amount set forth in 6(b) above, or (b) the maximum amount which the relevant Fund is permitted to borrow (after taking into account all outstanding Indebtedness) pursuant to its Prospectus, the Investment Company Act or any registration made thereunder, any vote of the shareholders of the applicable Borrower or such Fund, any agreement of such Borrower or Fund with any foreign, federal, state or local securities division to which such Borrower or Fund is subject, any other applicable agreement or document to which such Borrower or Fund, is a party or any law, rule or regulation applicable to such Borrower or Fund.

 

8.                                        The amount set forth in 6(c)(iv) above does not exceed the Committed Line Amount, and the aggregate principal amount of Loans outstanding to all Borrowers on behalf of all Funds under the Agreement (after giving effect to the amount of any requested Loan) does not exceed the Committed Line Amount.

 

9.                                        The undersigned is a duly authorized officer of the Borrower identified above with authority to execute and deliver this document to the Bank and request the Loan described herein on behalf of the Fund identified above.

 

 

[BORROWER][, on behalf of [FUND]]

 

 

 

By:

 

 

Name:

 

 

Title

 

 

Date:

 

 

2



 

EXHIBIT C

 

INDEBTEDNESS

 

None.

 



 

EXHIBIT  D

 

ENCUMBRANCES

 

None.

 



 

EXHIBIT E

 

LITIGATION

 

None.

 


Exhibit 99.(h)(30)

 

STATE STREET LETTERHEAD

 

 

June 30, 2009

 

Each of the Borrowers listed

on Appendix I hereto

Eleven Madison Avenue

New York, NY 10010

Attention:  Michael Pignataro, Chief Financial Officer

 

RE:  First Amendment to Credit Suisse Family of Funds Line of Credit

 

Ladies and Gentlemen:

 

State Street Bank and Trust Company (the “ Bank ”) has made available to each of the investment companies registered under the Investment Company Act listed on Appendix I attached hereto (each, a “ Borrower ”), each acting on behalf of its respective Funds as specified from time to time on Appendix I hereto (each such fund series, a “ Fund ”), a $50,000,000.00 committed, unsecured line of credit (the “ Committed Line ”) as described in a letter agreement dated June 10, 2009, by and among the Borrowers and the Bank (as amended, the “ Loan Agreement ”).  The obligations of the Borrowers arising under the Committed Line are evidenced by a promissory note in the original principal amount of $50,000,000.00 dated June 10, 2009 (the “ Note ”).  Any capitalized term not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.

 

The Borrowers have requested, and the Bank has agreed, to amend the Loan Agreement as set forth below.  Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower, on behalf of the Funds, and the Bank agree as follows:

 

I.               Amendments to Loan Documents

 

1.              The Borrowers have informed the Bank, that effective as of the date hereof, The Chile Fund, Inc., The Emerging Markets Telecommunications Fund, Inc., The First Israel Fund, Inc., The Indonesia Fund, Inc. and The Latin America Equity Fund, Inc. (together, the “ Terminated Funds ”) will be terminated as Borrowers and as Funds under the Loan Documents.  Accordingly, the parties hereto agree that, subject to payment and satisfaction in full of all principal, interest, fees and other obligations or amounts owing by the Terminated Funds under the Loan Agreement, each of the Terminated Funds is hereby terminated as a “Borrower” and as a “Fund” for all purposes under the Loan Agreement and Note.

 

2.              The Appendix I to each of the Loan Agreement and Note is hereby deleted in its entirety and the Appendix I attached hereto is substituted in each instance thereof.

 



 

II.             Miscellaneous

 

1.              Other than as amended hereby, all terms and conditions of the Loan Agreement and all related Loan Documents are ratified and affirmed as of the date hereof and extended in order to give effect to the terms hereof.

 

2.              Each of the Borrowers, for itself and on behalf of each of its respective Funds, represents and warrants to the Bank as follows:  (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of the representations and warranties of such Borrower contained in the Loan Agreement is true and correct in all material respects on and as of the date of this letter amendment; (c) the execution, delivery and performance of this letter amendment, and the Loan Documents, as amended hereby (collectively, the “ Amended Loan Documents ”):  (i) are, and will be, within such Borrower’s or Fund’s power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consents or approvals including from any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the declaration of trust certificate or articles of incorporation or by-laws or other organizational documents of such Borrower or such Fund or any law, rule or regulation applicable to such Borrower or such Fund, (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower or such Fund, and (vi) do not require the consent or approval of any other party other than for those consents and approvals which have been received; and (d) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower and such Fund, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

 

3.              Upon receipt of a fully executed copy of this letter amendment and such other documents or instruments as the Bank may reasonably request, this letter amendment shall constitute an amendment to the Loan Agreement to be governed by the laws of the Commonwealth of Massachusetts.

 

4.              This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.

 

[Remainder of Page Intentionally Left Blank.]

 

2



 

If the foregoing is acceptable to you, please have an authorized officer of the Borrower execute this letter amendment below where indicated and return the same to the undersigned.

 

 

Very truly yours,

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

By:

/s/ Paul J. Koobatian

 

 

Paul J. Koobatian, Vice President

 

 

 

 

Agreed to and accepted :

 

 

 

Acknowledged and Accepted :

 

 

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

 

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of

 

its fund series as listed in Appendix I attached hereto

 

 

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

 

CREDIT SUISSE LARGE CAP GROWTH FUND

 

 

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE GLOBAL HIGH YIELD FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 



 

CREDIT SUISSE GLOBAL SMALL CAP FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE INSTITUTIONAL FUND, INC. , on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

4



 

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE TRUST , on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

 

Terminating Borrowers:

 

THE CHILE FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

THE EMERGING MARKETS TELECOMMUNICATIONS FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

THE FIRST ISRAEL FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

5



 

THE INDONESIA FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

THE LATIN AMERICA EQUITY FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

6



 

APPENDIX I

 

List of Borrowers and Funds

 

 

 

Custodian

 

Specified
Percentage

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

SSB(1)

 

10

%

 

 

 

 

 

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse Large Cap Value Fund

 

SSB

 

33 1/3

%

Credit Suisse Small Cap Core Fund

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP GROWTH FUND

 

SSB

 

10

%

 

 

 

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE GLOBAL HIGH YIELD FUND, INC.

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE GLOBAL SMALL CAP FUND, INC.

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE INSTITUTIONAL FUND, INC. on behalf of:

 

 

 

 

 

Asia Bond Portfolio

 

SSB

 

15

%

International Focus Portfolio

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse High Income Fund

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE TRUST , on behalf of:

 

 

 

 

 

Commodity Return Strategy Portfolio

 

SSB

 

20

%

International Equity Flex I Portfolio

 

SSB

 

33 1/3

%

International Equity Flex II Portfolio

 

SSB

 

33 1/3

%

International Equity Flex III Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex I Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex II Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex III Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex IV Portfolio

 

SSB

 

33 1/3

%

 


(1)  State Street Bank and Trust Company as custodian

 


Exhibit 99.(h)(31)

 

STATE STREET LETTERHEAD

 

 

July 17, 2009

 

Each of the Borrowers listed

on Appendix I hereto

Eleven Madison Avenue

New York, NY 10010

Attention:  Michael Pignataro, Chief Financial Officer

 

RE:  Second Amendment to Credit Suisse Family of Funds Line of Credit

 

Ladies and Gentlemen:

 

State Street Bank and Trust Company (the “ Bank ”) has made available to each of the investment companies registered under the Investment Company Act listed on Appendix I attached hereto (each, a “ Borrower ”), each acting on behalf of its respective Funds as specified from time to time on Appendix I hereto (each such fund series, a “ Fund ”), a $50,000,000.00 committed, unsecured line of credit (the “ Committed Line ”) as described in a letter agreement dated June 10, 2009, by and among the Borrowers and the Bank (as amended, the “ Loan Agreement ”).  The obligations of the Borrowers arising under the Committed Line are evidenced by a promissory note in the original principal amount of $50,000,000.00 dated June 10, 2009 (the “ Note ”).  Any capitalized term not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.

 

The Borrowers have requested, and the Bank has agreed, to amend the Loan Agreement as set forth below.  Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower, on behalf of the Funds, and the Bank agree as follows:

 

I.                                          Amendments to Loan Documents

 

1.                                        The Borrowers have informed the Bank, that effective as of the date hereof, Credit Suisse Global Fixed Income Fund, Inc., Credit Suisse Global Small Cap Fund, Inc., and Credit Suisse International Focus Fund, Inc. (together, the “ Terminated Funds ”) will be terminated as Borrowers and as Funds under the Loan Documents.  Accordingly, the parties hereto agree that, subject to payment and satisfaction in full of all principal, interest, fees and other obligations or amounts owing by the Terminated Funds under the Loan Agreement, each of the Terminated Funds is hereby terminated as a “Borrower” and as a “Fund” for all purposes under the Loan Documents.

 

2.                                        The Borrowers have also informed the Bank, effective as of the date hereof, Asia Bond Portfolio and International Focus Portfolio, each a series of Credit Suisse Institutional Fund, Inc., will be terminated as “Funds” under the Loan Documents. Accordingly, the parties hereto agree that, subject to payment and satisfaction in full of all principal, interest, fees and other obligations or amounts owing by Asia Bond Portfolio and International Focus Portfolio under the Loan Agreement, each such Fund is hereby terminated as a “Fund” and Credit Suisse Institutional Fund, Inc. is terminated as a “Borrower” for all purposes under the Loan Documents.

 



 

3.                                        The Appendix I to each of the Loan Agreement and Note is hereby deleted in its entirety and the Appendix I attached hereto is substituted in each instance thereof.

 

II.                                      Miscellaneous

 

1.                            Other than as amended hereby, all terms and conditions of the Loan Agreement and all related Loan Documents are ratified and affirmed as of the date hereof and extended in order to give effect to the terms hereof.

 

2.                            Each of the Borrowers, for itself and on behalf of each of its respective Funds, represents and warrants to the Bank as follows:  (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of the representations and warranties of such Borrower contained in the Loan Agreement is true and correct in all material respects on and as of the date of this letter amendment; (c) the execution, delivery and performance of this letter amendment, and the Loan Documents, as amended hereby (collectively, the “ Amended Loan Documents ”):  (i) are, and will be, within such Borrower’s or Fund’s power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consents or approvals including from any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the declaration of trust certificate or articles of incorporation or by-laws or other organizational documents of such Borrower or such Fund or any law, rule or regulation applicable to such Borrower or such Fund, (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower or such Fund, and (vi) do not require the consent or approval of any other party other than for those consents and approvals which have been received; and (d) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower and such Fund, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

 

3.                            Upon receipt of a fully executed copy of this letter amendment and such other documents or instruments as the Bank may reasonably request, this letter amendment shall constitute an amendment to the Loan Agreement to be governed by the laws of the Commonwealth of Massachusetts.

 

4.                            This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.

 

[Remainder of Page Intentionally Left Blank.]

 

2



 

If the foregoing is acceptable to you, please have an authorized officer of the Borrower execute this letter amendment below where indicated and return the same to the undersigned.

 

 

 

 

Very truly yours,

 

 

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

 

 

 

By:

/s/Paul J. Koobatian

 

 

 

Paul J. Koobatian, Vice President

 

 

 

 

 

 

 

 

Acknowledged and Accepted :

 

 

 

 

 

 

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

 

 

 

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of

 

 

 

its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP GROWTH FUND

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

 

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 



 

CREDIT SUISSE GLOBAL HIGH YIELD FUND, INC.

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

 

 

 

 

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of

 

 

 

its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

 

 

 

 

CREDIT SUISSE TRUST , on behalf of

 

 

 

its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

 

 

 

 

 

 

 

 

 

Terminating Borrowers:

 

 

 

 

 

 

 

 

CREDIT SUISSE GLOBAL FIXED INCOME FUND, INC.

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

4



 

CREDIT SUISSE GLOBAL SMALL CAP FUND, INC.

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

 

 

 

 

 

CREDIT SUISSE INSTITUTIONAL FUND, INC., on behalf of:

Asia Bond Portfolio

 

 

 

International Focus Portfolio

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

 

 

 

 

 

 

 

 

CREDIT SUISSE INTERNATIONAL FOCUS FUND, INC.

 

 

 

 

 

 

 

 

By:

/s/Michael A. Pignataro

 

 

 

Title:

CFO

 

 

 

 

5



 

APPENDIX I

 

List of Borrowers and Funds

 

 

 

Custodian

 

Specified
Percentage

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

SSB(1)

 

10

%

 

 

 

 

 

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse Large Cap Value Fund

 

SSB

 

33 1/3

%

Credit Suisse Small Cap Core Fund

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP GROWTH FUND

 

SSB

 

10

%

 

 

 

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE GLOBAL HIGH YIELD FUND, INC.

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse High Income Fund

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE TRUST , on behalf of:

 

 

 

 

 

Commodity Return Strategy Portfolio

 

SSB

 

20

%

International Equity Flex I Portfolio

 

SSB

 

33 1/3

%

International Equity Flex II Portfolio

 

SSB

 

33 1/3

%

International Equity Flex III Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex I Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex II Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex III Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex IV Portfolio

 

SSB

 

33 1/3

%

 


(1)  State Street Bank and Trust Company as custodian

 


Exhibit 99.(h)(32)

 

STATE STREET LETTERHEAD

 

 

June 9, 2010

 

Each of the Borrowers listed

on Appendix I hereto

Eleven Madison Avenue

New York, NY 10010

Attention:  Michael Pignataro, Chief Financial Officer

 

RE:  Third Amendment to Credit Suisse Family of Funds Line of Credit

 

Ladies and Gentlemen:

 

State Street Bank and Trust Company (the “ Bank ”) has made available to each of the investment companies registered under the Investment Company Act listed on Appendix I attached hereto (each, a “ Borrower ”), each acting on behalf of its respective Funds as specified from time to time on Appendix I hereto (each such fund series, a “ Fund ”), a $50,000,000.00 committed, unsecured line of credit (the “ Committed Line ”) as described in a letter agreement dated June 10, 2009, by and among the Borrowers and the Bank (as amended, the “ Loan Agreement ”).  The obligations of the Borrowers arising under the Committed Line are evidenced by a promissory note in the original principal amount of $50,000,000.00 dated June 10, 2009 (the “ Existing Note ”).  Any capitalized term not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.

 

The Borrowers have requested, and the Bank has agreed, to extend the Committed Line for an additional 364-day period from the date hereof and to amend the Loan Agreement as set forth below.  Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers, on behalf of their respective Funds, and the Bank agree as follows:

 

I.              Amendments to Loan Documents

 

1.             The second paragraph of the Loan Agreement is hereby amended by replacing the dollar amount “$50,000,000” appearing therein with the dollar amount “$25,000,000”.

 

2.             Section I(1) of the Loan Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following therefor:  “The Committed Line shall expire on June 8, 2011 (the “ Expiration Date ”), unless extended by mutual agreement of the Bank and the Borrowers or, with respect to any Fund, terminated by a Borrower on behalf of such Fund as provided herein.”

 

3.             Section I(8) of the Loan Agreement is hereby amended by replacing the percentage “0.15%” appearing therein with the percentage “0.14%”.

 



 

4.             Section II(1) of the Loan Agreement is hereby amended by (a) deleting the word “and” at the end of Section II(1)(f), (b) deleting the period at the end of Section II(1)(g) and inserting “; and” in its place, and (c) inserting a new Section II(1)(h) at the end thereof as follows:

 

“(h)        to submit to the Bank on or before the tenth day of each calendar month a status report in the form of Exhibit F hereof (a “ Monthly Status Report ”) reflecting the substance of any prospective change currently envisioned, in any Borrower or Fund, effecting any covenant or restrictions on the Borrowers and Funds elsewhere herein, including but not limited to a change in the name of a Borrower or Fund or the elimination of any Borrower or Fund as a party to this Agreement, whether by way of the Borrower’s or Fund’s closing or otherwise; provided that the foregoing notice requirement shall not be deemed to limit or modify the covenant and restrictions on the Borrowers and Funds elsewhere herein.”

 

5.             Section II(15) of the Loan Agreement is hereby amended by restating the definition of “Committed Line Amount” to read in its entirety as follows:

 

Committed Line Amount ” shall mean $25,000,000.

 

6.             The Borrowers have informed the Bank that Credit Suisse Global High Yield Fund, Inc. has changed its name to Credit Suisse High Yield Fund, Inc.

 

7.             The Appendix I to the Loan Agreement is hereby deleted in its entirety and the Appendix I attached hereto is substituted therefor.

 

8.             Exhibit   A to the Loan Agreement is hereby replaced in its entirety with the new Exhibit   A attached hereto.

 

9.             The Loan Agreement is hereby amended by adding thereto a new Exhibit F in the form of Exhibit F hereto.

 

II.            Execution of Amended and Restated Note

 

As a condition to the effectiveness of this letter amendment, concurrently herewith each of the Borrowers, for itself or on behalf of its respective Funds, is executing and delivering to the Bank an amended and restated promissory note dated the date hereof in the original principal amount of $25,000,000 and otherwise in the form of Exhibit A hereto (the “ New Note ”), which New Note shall amend, restate, supersede and replace the Existing Note in its entirety.  Notwithstanding the foregoing, nothing contained herein or in the New Note shall be deemed to evidence the repayment or satisfaction of any amounts outstanding under the Existing Note, and any such outstanding amounts shall hereafter be deemed to be evidenced by, and outstanding under, the New Note.  All references in the Loan Documents to the “Note” shall hereinafter be

 

2



 

deemed to be references to the New Note, as the same may be further amended, restated, extended, replaced or otherwise modified and in effect from time to time.

 

III.           Miscellaneous

 

1.             Other than as amended hereby, all terms and conditions of the Loan Agreement and all related Loan Documents are ratified and affirmed as of the date hereof and extended in order to give effect to the terms hereof.

 

2.             Each of the Borrowers, for itself and on behalf of each of its respective Funds, represents and warrants to the Bank as follows:  (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of the representations and warranties of such Borrower contained in the Loan Agreement is true and correct in all material respects on and as of the date of this letter amendment; (c) the execution, delivery and performance of this letter amendment, New Note, and the Loan Documents, as amended hereby (collectively, the “ Amended Loan Documents ”):  (i) are, and will be, within such Borrower’s or Fund’s power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consents or approvals including from any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the declaration of trust certificate or articles of incorporation or by-laws or other organizational documents of such Borrower or such Fund or any law, rule or regulation applicable to such Borrower or such Fund, (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower or such Fund, and (vi) do not require the consent or approval of any other party other than for those consents and approvals which have been received; and (d) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower and such Fund, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

 

3.             Upon receipt of a fully executed copy of this letter amendment and such other documents or instruments as the Bank may reasonably request, this letter amendment shall constitute an amendment to the Loan Agreement to be governed by the laws of the Commonwealth of Massachusetts.

 

4.             This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.

 

[Remainder of Page Intentionally Left Blank.]

 

3



 

If the foregoing is acceptable to you, please have an authorized officer of the Borrower execute this letter amendment below where indicated and return the same to the undersigned.

 

 

Very truly yours,

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

By:

/s/Paul J. Koobatian

 

 

Paul J. Koobatian, Vice President

 

 

Acknowledged and Accepted :

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE LARGE CAP GROWTH FUND

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 



 

CREDIT SUISSE HIGH YIELD FUND, INC. (FORMERLY CREDIT SUISSE GLOBAL HIGH YIELD FUND, INC.)

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE TRUST , on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

5



 

APPENDIX I

 

List of Borrowers and Funds

 

 

 

Custodian

 

Specified
Percentage

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

SSB(1)

 

10

%

 

 

 

 

 

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse Large Cap Value Fund

 

SSB

 

33 1/3

%

Credit Suisse Small Cap Core Fund

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP GROWTH FUND

 

SSB

 

10

%

 

 

 

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE HIGH YIELD FUND, INC.
(FORMERLY CREDIT SUISSE GLOBAL HIGH YIELD FUND, INC.)

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse High Income Fund

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE TRUST , on behalf of:

 

 

 

 

 

Commodity Return Strategy Portfolio

 

SSB

 

20

%

International Equity Flex III Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex I Portfolio

 

SSB

 

33 1/3

%

 


(1)  State Street Bank and Trust Company as custodian

 



 

EXHIBIT A

 

AMENDED AND RESTATED PROMISSORY NOTE

 

$25,000,000

June 9, 2010

 

Boston, Massachusetts

 

For value received, each of the undersigned hereby severally promises to pay to State Street Bank and Trust Company (the “ Bank ”), or order, at the office of the Bank at 100 Huntington Avenue, Tower 2, Floor 4, Boston, Massachusetts 02116 in immediately available United States dollars, the principal amount of TWENTY FIVE MILLION AND 00/100 DOLLARS ($25,000,000.00), or such lesser original principal amount as shall be outstanding hereunder and not have been prepaid as provided herein, together with interest thereon as provided below.  Each Loan shall be payable upon the earliest to occur of (a) the Expiration Date, (b) 60 calendar days following the date on which such Loan is made, or (c) the date on which such Loan otherwise becomes due and payable under the terms of the Loan Agreement referred to below, whether following the continuance of an Event of Default or otherwise.  Interest on the unpaid principal amount outstanding hereunder shall be payable at the rates and at the times as set forth in the Loan Agreement and shall be computed as set forth in the Loan Agreement.  Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business.

 

All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank.  The entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to amounts outstanding hereunder, provided that the failure by the Bank to make any such entry shall not affect the obligation of the undersigned to make payments of principal and interest on all Loans as provided herein and in the Loan Agreement.

 

Following the occurrence of an Event of Default, unpaid principal on any Loan, and to the extent permitted by applicable law, unpaid interest on any Loan, shall thereafter bear interest, compounded monthly and be payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan under the Loan Agreement.

 

This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain letter agreement dated June 10, 2009 by and among the undersigned and the Bank (herein, as the same may from time to time be amended, restated, supplemented, modified or extended, referred to as the “ Loan Agreement ”), but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned makers of this Note to pay the principal of and interest on this Note as herein provided.  All terms not otherwise defined herein shall be used as defined in the Loan Agreement.

 



 

The undersigned may at its option prepay all or any part of the principal of this Note subject to the terms of the Loan Agreement.  Amounts prepaid may be reborrowed subject to the terms of the Loan Agreement.

 

Each of the undersigned makers and every endorser and guarantor, if any, hereof hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or otherwise affect the liability of any of the undersigned or any such endorser or guarantor.  No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion.

 

This Note amends and restates in its entirety a promissory note dated June 10, 2009 in the original principal amount of $50,000,000 executed by certain of the undersigned to the order of the Bank (as amended, the “ Existing Note ”).  Any amounts outstanding under the Existing Note as of the date hereof shall be deemed to be outstanding under this Note.

 

2



 

This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts (without giving effect to any conflicts of laws provisions contained therein).

 

WITNESS:

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

WITNESS:

CREDIT SUISSE CAPITAL FUNDS , on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

WITNESS:

CREDIT SUISSE LARGE CAP GROWTH FUND

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

WITNESS:

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

WITNESS:

CREDIT SUISSE HIGH YIELD FUND, INC.

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

3



 

WITNESS:

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

 

 

 

 

 

WITNESS:

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

 

 

WITNESS:

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

 

 

WITNESS:

CREDIT SUISSE TRUST , on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

4



 

SCHEDULE I TO NOTE DATED JUNE 9, 2010

 

Date of
Loan

 

Amount of
Principal

 

Amount of Principal
Paid

 

Outstanding
Balance

 

Notation Made By

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

APPENDIX I

 

List of Borrowers and Funds

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of:

Credit Suisse Large Cap Value Fund

Credit Suisse Small Cap Core Fund

 

CREDIT SUISSE LARGE CAP GROWTH FUND

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

CREDIT SUISSE HIGH YIELD FUND, INC.

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

CREDIT SUISSE MID-CAP CORE FUND, INC.

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of:

Credit Suisse High Income Fund

 

CREDIT SUISSE TRUST , on behalf of:

Commodity Return Strategy Portfolio

International Equity Flex III Portfolio

U.S. Equity Flex I Portfolio

 



 

EXHIBIT F

 

Monthly Status Report

 

for the month of                                         , 20  

 

TO:

State Street Bank and Trust Company,

 

party to that certain Credit Agreement,

 

dated as of June 10, 2009, as amended, among the Borrowers and the Bank

 

This report is being delivered pursuant to Section II(1)(h) of the Loan Agreement, dated as of June 10, 2009 (as amended and in effect from time to time, the “ Loan Agreement ”), among each of the investment companies registered under the Investment Company Act listed on Appendix I attached hereto (each, a “ Borrower ”), each acting on behalf of its respective Funds as specified from time to time on Appendix I hereto (each such fund series, a “ Fund ”); and State Street Bank and Trust Company, as the bank (the “ Bank ”).  Capitalized terms used herein shall have the meanings ascribed to them in the Loan Agreement.

 

The undersigned hereby certifies to the Bank that the Borrower(s) or Fund(s) listed below, if any, have or are contemplating the following changes, including but not limited to, a change to their name, or elimination under the Loan Agreement, each as of the date(s) set forth below:

 

Name of Borrower(s)/Fund(s)
and Description of
Contemplated Change

 

New Name (if applicable)

 

Effective Date (if
anticipated, so indicate)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

o     Check here if no changes affecting the Loan Agreement occurred or envisioned as of below date.

 

The undersigned is an authorized officer of the Borrower.

 

DATE:

 

 

 

 

(Name of Borrower)

 

 

 

By:

 

 

 

 

 

Name:

 

 

 

 

 

Title:

 

 


Exhibit 99.(h)(33)

 

STATE STREET LETTERHEAD

 

 

June 8, 2011

 

Each of the Borrowers listed

  on Appendix I hereto

Eleven Madison Avenue

New York, NY 10010

Attention:  Michael Pignataro, Chief Financial Officer

 

         RE:  Fourth Amendment to Credit Suisse Family of Funds Line of Credit

 

Ladies and Gentlemen:

 

State Street Bank and Trust Company (the “ Bank ”) has made available to each of the investment companies registered under the Investment Company Act listed on Appendix I attached hereto (each, a “ Borrower ”), each acting on behalf of its respective Funds as specified from time to time on Appendix I hereto (each such fund series, a “ Fund ”), a $25,000,000.00 committed, unsecured line of credit (the “ Committed Line ”) as described in a letter agreement dated June 10, 2009, by and among the Borrowers and the Bank (as amended, the “ Loan Agreement ”).  The obligations of the Borrowers arising under the Committed Line are evidenced by a promissory note in the original principal amount of $25,000,000.00 dated June 9, 2010 (the “ Existing Note ”).  Any capitalized term not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.

 

The Borrowers have requested, and the Bank has agreed, to extend the Committed Line for an additional 364-day period from the date hereof and to amend the Loan Agreement as set forth below.  Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers, on behalf of their respective Funds, and the Bank agree as follows:

 

I.              Amendments to Loan Documents

 

1.             The second paragraph of the Loan Agreement is hereby amended by replacing the dollar amount “$25,000,000” appearing therein with the dollar amount “$20,000,000”.

 

2.             Section I(1) of the Loan Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following therefor:  “The Committed Line shall expire on June 6, 2012 (the “ Expiration Date ”), unless extended by mutual agreement of the Bank and the Borrowers or, with respect to any Fund, terminated by a Borrower on behalf of such Fund as provided herein.”

 

3.              Section I(8) of the Loan Agreement is hereby amended by replacing the percentage “0.14%” appearing therein with the percentage “0.125%”.

 

4.             Section II(15) of the Loan Agreement is hereby amended by restating the definition of “Committed Line Amount” to read in its entirety as follows:

 



 

Committed Line Amount ” shall mean $20,000,000.

 

5.             Credit Suisse High Income Fund, a fund series of Credit Suisse Opportunity Funds, has changed its name to Credit Suisse Floating Rate High Income Fund

 

6.             The Appendix I to the Loan Agreement is hereby deleted in its entirety and the Appendix I attached hereto is substituted therefor.

 

7.             Each of Exhibit A and Exhibit B to the Loan Agreement is hereby replaced in its entirety with the new Exhibit A and Exhibit B , respectively, attached hereto.

 

II.            Execution of Amended and Restated Note

 

As a condition to the effectiveness of this letter amendment, concurrently herewith each of the Borrowers, for itself or on behalf of its respective Funds, is executing and delivering to the Bank an amended and restated promissory note dated the date hereof in the original principal amount of $20,000,000 and otherwise in the form of Exhibit A hereto (the “ New Note ”), which New Note shall amend, restate, supersede and replace the Existing Note in its entirety.  Notwithstanding the foregoing, nothing contained herein or in the New Note shall be deemed to evidence the repayment or satisfaction of any amounts outstanding under the Existing Note, and any such outstanding amounts shall hereafter be deemed to be evidenced by, and outstanding under, the New Note.  All references in the Loan Documents to the “Note” shall hereinafter be deemed to be references to the New Note, as the same may be further amended, restated, extended, replaced or otherwise modified and in effect from time to time.

 

III.           Miscellaneous

 

1.             Other than as amended hereby, all terms and conditions of the Loan Agreement and all related Loan Documents are ratified and affirmed as of the date hereof and extended in order to give effect to the terms hereof.

 

2.             Each of the Borrowers, for itself and on behalf of each of its respective Funds, represents and warrants to the Bank as follows:  (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of the representations and warranties of such Borrower contained in the Loan Agreement is true and correct in all material respects on and as of the date of this letter amendment; (c) the execution, delivery and performance of this letter amendment, New Note, and the Loan Documents, as amended hereby (collectively, the “ Amended Loan Documents ”):  (i) are, and will be, within such Borrower’s or Fund’s power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consents or approvals including from any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the declaration of trust certificate or articles of incorporation or by-laws or other organizational documents of such Borrower or such Fund or any law, rule or regulation applicable to such Borrower or such Fund, (v) do not constitute a default under any other

 

2



 

agreement, order or undertaking binding on such Borrower or such Fund, and (vi) do not require the consent or approval of any other party other than for those consents and approvals which have been received; and (d) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower and such Fund, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

 

3.             Upon receipt of a fully executed copy of this letter amendment and such other documents or instruments as the Bank may reasonably request, this letter amendment shall constitute an amendment to the Loan Agreement to be governed by the laws of the Commonwealth of Massachusetts.

 

4.             This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.

 

[Remainder of Page Intentionally Left Blank.]

 

3



 

If the foregoing is acceptable to you, please have an authorized officer of the Borrower execute this letter amendment below where indicated and return the same to the undersigned.

 

 

Very truly yours,

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

By:

/s/Paul J. Koobatian

 

 

Paul J. Koobatian, Vice President

 

Acknowledged and Accepted :

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE TRUST , on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 



 

APPENDIX I

 

List of Borrowers and Funds

 

 

 

Custodian

 

Specified
Percentage

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

SSB(1)

 

10

%

 

 

 

 

 

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse Large Cap Blend II Fund

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse Floating Rate High Income Fund (formerly Credit Suisse High Income Fund)

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE TRUST , on behalf of:

 

 

 

 

 

Commodity Return Strategy Portfolio

 

SSB

 

20

%

International Equity Flex III Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex I Portfolio

 

SSB

 

33 1/3

%

 


(1)  State Street Bank and Trust Company as custodian

 



 

EXHIBIT A

 

AMENDED AND RESTATED PROMISSORY NOTE

 

$20,000,000

June 8, 2011

 

Boston, Massachusetts

 

For value received, each of the undersigned hereby severally promises to pay to State Street Bank and Trust Company (the “ Bank ”), or order, at the office of the Bank at 100 Huntington Avenue, Tower 1, Floor 4, Boston, Massachusetts 02116 in immediately available United States dollars, the principal amount of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00), or such lesser original principal amount as shall be outstanding hereunder and not have been prepaid as provided herein, together with interest thereon as provided below.  Each Loan shall be payable upon the earliest to occur of (a) the Expiration Date, (b) 60 calendar days following the date on which such Loan is made, or (c) the date on which such Loan otherwise becomes due and payable under the terms of the Loan Agreement referred to below, whether following the continuance of an Event of Default or otherwise.  Interest on the unpaid principal amount outstanding hereunder shall be payable at the rates and at the times as set forth in the Loan Agreement and shall be computed as set forth in the Loan Agreement.  Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business.

 

All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank.  The entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to amounts outstanding hereunder, provided that the failure by the Bank to make any such entry shall not affect the obligation of the undersigned to make payments of principal and interest on all Loans as provided herein and in the Loan Agreement.

 

Following the occurrence of an Event of Default, unpaid principal on any Loan, and to the extent permitted by applicable law, unpaid interest on any Loan, shall thereafter bear interest, compounded monthly and be payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan under the Loan Agreement.

 

This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain letter agreement dated June 10, 2009 by and among the undersigned and the Bank (herein, as the same may from time to time be amended, restated, supplemented, modified or extended, referred to as the “ Loan Agreement ”), but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned makers of this Note to pay the principal of and interest on this Note as herein provided.  All terms not otherwise defined herein shall be used as defined in the Loan Agreement.

 



 

The undersigned may at its option prepay all or any part of the principal of this Note subject to the terms of the Loan Agreement.  Amounts prepaid may be reborrowed subject to the terms of the Loan Agreement.

 

Each of the undersigned makers and every endorser and guarantor, if any, hereof hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or otherwise affect the liability of any of the undersigned or any such endorser or guarantor.  No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion.

 

This Note amends and restates in its entirety a promissory note dated June 9, 2010 in the original principal amount of $25,000,000 executed by certain of the undersigned to the order of the Bank (as amended, the “ Existing Note ”).  Any amounts outstanding under the Existing Note as of the date hereof shall be deemed to be outstanding under this Note.

 

2



 

This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts (without giving effect to any conflicts of laws provisions contained therein).

 

WITNESS:

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

WITNESS:

CREDIT SUISSE CAPITAL FUNDS , on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

WITNESS:

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

WITNESS:

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

 

 

WITNESS:

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

3



 

WITNESS:

CREDIT SUISSE TRUST , on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

4



 

SCHEDULE I TO NOTE DATED JUNE 8, 2011

 

Date of
Loan

 

Amount of
Principal

 

Amount of Principal
Paid

 

Outstanding
Balance

 

Notation Made By

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

APPENDIX I

 

List of Borrowers and Funds

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

CREDIT SUISSE CAPITAL FUNDS , on behalf of:

Credit Suisse Large Cap Blend II Fund

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of:

Credit Suisse Floating Rate High Income Fund

 

CREDIT SUISSE TRUST , on behalf of:

Commodity Return Strategy Portfolio

International Equity Flex III Portfolio

U.S. Equity Flex I Portfolio

 



 

EXHIBIT B

 

ADVANCE/PAYDOWN

REQUEST FORM

 

DATE:

 

 

 

TO:

STATE STREET BANK AND TRUST COMPANY

 

 

ATTN:

LOAN OPERATIONS CUSTOMER SERVICE UNIT
telephone (617) 662-8574 or (617) 662-8575; fax (617) 988-6677

 

 

FROM:

[BORROWER][ on behalf of [FUND]]

 

(Fund #                       ) (DDA #                         )

 

In connection with the letter agreement dated June 10, 2009 and related documents currently in effect with State Street Bank and Trust Company (as amended, collectively, the “ Agreement ”), please increase/reduce (circle one) the outstanding balance on behalf of the above-indicated Fund by $                    .  Any requested Loan should be recorded on the books of the Fund with the Bank and interest payable to the Bank should be recorded at the agreed upon rate.

 

1.

This request is (check one): o Loan Advance  o Paydown  o Overnight Rollover o

 

 

2.

The proceeds of any requested Loan shall be used only to the extent consistent with and not prohibited by the Prospectus, the terms of the Agreement and applicable laws and regulations, including, without limitation, Regulation U, and no Default of Event of Default has occurred under the Agreement.

 

 

4.

All of the representations and warranties of the undersigned Borrower and Fund set forth in Section II(2) of the Agreement are true and correct on and as of the date hereof.

 

 

5.

Each of the Borrower and the Fund is in compliance with all the terms and conditions in the Agreement (including the Maximum Amount and other borrowing limitations thereunder) and will remain in compliance therewith after giving effect to the making of any requested Loan.

 

 

6.

The following amounts and statements are true in connection with any requested Loan:

 

 

 

(a)

Adjusted Net Assets of the Fund:

 

 

 

 

 

(i)

Total Assets of the Fund

 

$

 

 

 

(ii)

Total Liabilities (excluding Indebtedness for borrowed money) of the Fund*

 

$

 

 

 

(iii)

without duplication, the value of any segregated assets or assets otherwise subject to any pledge or other encumbrance

 

$

 

 

 

(iv)

aggregate amount invested in subsidiaries

 

 

 

 


* For purposes of calculating Adjusted Net Assets for any Fund, the amount of any liability included in liabilities shall be equal to the greater of (i) the outstanding amount of such liability and (ii) the fair market value of all assets pledged or otherwise segregated to secure such liability.

 



 

 

 

 

of such Fund

 

$

 

 

 

(v)

item (a)(i) less item (a)(ii) less item (a)(iii) less item (a)(iv)

 

$

 

 

 

 

 

 

 

 

 

(b)

Specified Percentage of item (a)(v)

 

$

 

 

 

 

 

 

 

 

 

 

 

 

(c)

(i)

Beginning Loan Balance:

 

$

 

 

 

(ii)

Paydown Amount (if any):

 

$

 

 

 

(iii)

Requested Loan (if any)

 

$

 

 

 

(iv)

Requested Loans Balance ((i) minus (ii) or (i) plus (iii)):

 

$

 

 

 

 

 

 

 

 

 

(d)

The aggregate outstanding principal amount of Indebtedness for borrowed money of the Fund other than the Loans as of the date hereof

 

$

 

 

 

 

 

 

 

 

(e)

Total Indebtedness for borrowed money ((c)(v) plus (d)):

 

$

 

 

7.

The amount set forth in 6(e) above does not exceed the lesser of (a) the amount set forth in 6(b) above, or (b) the maximum amount which the relevant Fund is permitted to borrow (after taking into account all outstanding Indebtedness) pursuant to its Prospectus, the Investment Company Act or any registration made thereunder, any vote of the shareholders of the applicable Borrower or such Fund, any agreement of such Borrower or Fund with any foreign, federal, state or local securities division to which such Borrower or Fund is subject, any other applicable agreement or document to which such Borrower or Fund, is a party or any law, rule or regulation applicable to such Borrower or Fund.

 

 

8.

The amount set forth in 6(c)(iv) above does not exceed the Committed Line Amount, and the aggregate principal amount of Loans outstanding to all Borrowers on behalf of all Funds under the Agreement (after giving effect to the amount of any requested Loan) does not exceed the Committed Line Amount.

 

 

9.

The undersigned is a duly authorized officer of the Borrower identified above with authority to execute and deliver this document to the Bank and request the Loan described herein on behalf of the Fund identified above.

 

 

[BORROWER][, on behalf of [FUND]]

 

 

 

 

 By:

 

 

 Name:

 

 

 Title

 

 

 Date:

 

 

2


Exhibit 99.(h)(34)

 

STATE STREET LETTERHEAD

 

 

March 30, 2012

 

 

Each of the Borrowers listed

on Appendix I hereto

One Madison Avenue

New York, NY 10010

Attention:  Michael Pignataro, Chief Financial Officer

 

RE:  Fifth Amendment to Credit Suisse Family of Funds Line of Credit

 

Ladies and Gentlemen:

 

State Street Bank and Trust Company (the “ Bank ”) has made available to each of the investment companies registered under the Investment Company Act listed on Appendix I attached to the Loan Agreement referred to below (each, a “ Borrower ”), each acting on behalf of its respective Funds as specified from time to time on such Appendix I thereto (each such fund series, a “ Fund ”), a $20,000,000.00 committed, unsecured line of credit (the “ Committed Line ”) as described in a letter agreement dated June 10, 2009, by and among the Borrowers and the Bank (as amended, the “ Loan Agreement ”).  The obligations of the Borrowers arising under the Committed Line are evidenced by an amended and restated promissory note in the original principal amount of $20,000,000.00 dated June 8, 2011 (as amended, the “ Note ”).  Any capitalized term not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.

 

The Borrowers have requested, and the Bank has agreed, to add an additional Fund under the terms of the Loan Agreement and to amend the Loan Documents for such purpose as set forth below.  Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers, on behalf of their respective Funds, and the Bank agree as follows:

 

I.               Amendments to Loan Documents

 

1.              Effective as of the date hereof, the Credit Suisse Liquid Alternative Fund (the “ New Fund ”), a portfolio series of Credit Suisse Opportunity Funds (an existing Borrower under the Loan Documents), is hereby added as a Fund for all purposes under the terms of the Loan Documents.  Effective as of the date hereof, the New Fund is and shall be subject to and bound by, and shall be entitled to all the benefits of, the Loan Documents, and shall be a party thereto, all as if the New Fund had been a “Fund” party to the original execution and delivery thereof; and all references in the Loan Documents to a “Fund” or “Funds” shall hereafter be deemed to include a reference to the New Fund.  The preamble to the Loan Agreement and each other applicable Loan Document, and any applicable provisions of the Loan Documents, shall hereafter be deemed to be amended to reflect the provisions of this paragraph.  Credit Suisse Opportunity Funds, on behalf of the New Fund, hereby agrees to be bound by all of the terms and conditions of the Loan Documents for all purposes as if the New Fund had been an original Fund party thereto.

 



 

2.              The Appendix I attached to each of the Loan Agreement and the Note, and the Appendix I (or other applicable schedule, appendix or exhibit designation), as applicable, attached to each other certificate, agreement or form executed and/or delivered in connection with the Loan Agreement which includes such an Appendix I (or other applicable schedule, appendix or exhibit designation) listing the Borrowers and Funds, is hereby deleted and the Appendix I attached hereto is substituted in each instance therefor, such revised Appendix I reflecting the addition of the New Fund.

 

II.             Miscellaneous

 

1.              Other than as amended hereby, all terms and conditions of the Loan Agreement and all related Loan Documents are ratified and affirmed as of the date hereof and extended in order to give effect to the terms hereof.

 

2.              Each of the Borrowers, for itself and on behalf of each of its respective Funds (including the New Fund), represents and warrants to the Bank as follows:  (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of the representations and warranties of such Borrower contained in the Loan Agreement is true and correct in all material respects on and as of the date of this letter amendment; (c) the execution, delivery and performance of this letter amendment and the Loan Documents, as amended hereby (collectively, the “ Amended Loan Documents ”):  (i) are, and will be, within such Borrower’s or Fund’s power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consents or approvals including from any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the declaration of trust certificate or articles of incorporation or by-laws or other organizational documents of such Borrower or such Fund or any law, rule or regulation applicable to such Borrower or such Fund, (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower or such Fund, and (vi) do not require the consent or approval of any other party other than for those consents and approvals which have been received; and (d) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower and such Fund, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

 

3.              Upon receipt of a fully executed copy of this letter amendment and such other documents or instruments as the Bank may reasonably request, this letter amendment shall constitute an amendment to the Loan Documents to be governed by the laws of the Commonwealth of Massachusetts.

 

4.              This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.

 

[Remainder of Page Intentionally Left Blank.]

 

2



 

If the foregoing is acceptable to you, please have an authorized officer of the Borrowers execute this letter amendment below where indicated and return the same to the undersigned.

 

 

 

Very truly yours,

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

By:

/s/Paul J. Koobatian

 

 

Paul J. Koobatian, Vice President

 

 

Acknowledged and Accepted :

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Name:

Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

By:

/s/Michael A. Pignataro

 

Name:

Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Name:

Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE TRUST , on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Name:

Michael A. Pignataro

 

Title:

CFO

 

 



 

APPENDIX I

 

List of Borrowers and Funds

 

 

 

Custodian

 

Specified
Percentage

 

 

 

 

 

 

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

SSB(1)

 

10

%

 

 

 

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse Floating Rate High Income

 

SSB

 

20

%

Fund Credit Suisse Liquid Alternative Fund

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE TRUST , on behalf of:

 

 

 

 

 

Commodity Return Strategy Portfolio

 

SSB

 

20

%

 


(1)  State Street Bank and Trust Company as custodian

 


Exhibit 99.(h)(35)

 

STATE STREET LETTERHEAD

 

 

June 6, 2012

 

 

Each of the Borrowers listed

on Appendix I hereto

One Madison Avenue

New York, NY 10010

Attention:  Cecilia Chau, Treasurer

 

RE:  Sixth Amendment to Credit Suisse Family of Funds Line of Credit

 

Ladies and Gentlemen:

 

State Street Bank and Trust Company (the “ Bank ”) has made available to each of the investment companies registered under the Investment Company Act listed on Appendix I attached to the Loan Agreement referred to below (each, a “ Borrower ”), each acting on behalf of its respective Funds as specified from time to time on such Appendix I thereto (each such fund series, a “ Fund ”), a $20,000,000.00 committed, unsecured line of credit (the “ Committed Line ”) as described in a letter agreement dated June 10, 2009, by and among the Borrowers and the Bank (as amended, the “ Loan Agreement ”).  The obligations of the Borrowers arising under the Committed Line are evidenced by an amended and restated promissory note in the original principal amount of $20,000,000.00 dated June 8, 2011 (as amended, the “ Note ”).  Any capitalized term not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.

 

The Borrowers have requested, and the Bank has agreed, to extend the Committed Line for an additional 364-day period from the date hereof and to amend the Loan Agreement as set forth below.  Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers, on behalf of their respective Funds, and the Bank agree as follows:

 

I.               Amendments to Loan Documents

 

1.              The Borrower’s address at the top of the first page of the Loan Agreement is hereby amended by deleting the following therefrom:  “Eleven Madison Avenue, New York, NY 10010” and substituting the following therefor:  “One Madison Avenue, New York, NY 10010.”

 

2.              Section I(1) of the Loan Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following therefor:  “The Committed Line shall expire on June 5, 2013 (the “ Expiration Date ”), unless extended by mutual agreement of the Bank and the Borrowers or, with respect to any Fund, terminated by a Borrower on behalf of such Fund as provided herein.”

 

3.              Section I(8) of the Loan Agreement is hereby amended by replacing the percentage “0.125%” appearing therein with the percentage “0.11%”.

 



 

4.              Section II(5) of the Loan Agreement is hereby amended by replacing the name “Michael Pignataro” appearing therein with the following name “Cecilia Chau.”

 

II.             Miscellaneous

 

1.              Other than as amended hereby, all terms and conditions of the Loan Agreement and all related Loan Documents are ratified and affirmed as of the date hereof and extended in order to give effect to the terms hereof.

 

2.              Each of the Borrowers, for itself and on behalf of each of its respective Funds, represents and warrants to the Bank as follows:  (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of the representations and warranties of such Borrower contained in the Loan Agreement is true and correct in all material respects on and as of the date of this letter amendment; (c) the execution, delivery and performance of this letter amendment and the Loan Documents, as amended hereby (collectively, the “ Amended Loan Documents ”):  (i) are, and will be, within such Borrower’s or Fund’s power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consents or approvals including from any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the declaration of trust certificate or articles of incorporation or by-laws or other organizational documents of such Borrower or such Fund or any law, rule or regulation applicable to such Borrower or such Fund, (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower or such Fund, and (vi) do not require the consent or approval of any other party other than for those consents and approvals which have been received; and (d) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower and such Fund, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

 

3.              Upon receipt of a fully executed copy of this letter amendment and such other documents or instruments as the Bank may reasonably request, this letter amendment shall constitute an amendment to the Loan Documents to be governed by the laws of the Commonwealth of Massachusetts.

 

4.              This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.

 

[Remainder of Page Intentionally Left Blank.]

 

2



 

Sixth Amendment Signature Page

 

If the foregoing is acceptable to you, please have an authorized officer of the Borrowers execute this letter amendment below where indicated and return the same to the undersigned.

 

 

 

Very truly yours,

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

By:

/s/Paul J. Koobatian

 

 

Paul J. Koobatian, Vice President

 

 

Acknowledged and Accepted :

 

 

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

 

By:

/s/Cecilia Chau

 

Name:

Cecilia Chau

 

Title:

Treasurer

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

 

By:

/s/Cecilia Chau

 

Name:

Cecilia Chau

 

Title:

Treasurer

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of

 

its fund series as listed in Appendix I attached hereto

 

 

 

By:

/s/Cecilia Chau

 

Name:

Cecilia Chau

 

Title:

Treasurer

 

 

 

CREDIT SUISSE TRUST , on behalf of

 

its fund series as listed in Appendix I attached hereto

 

 

 

By:

/s/Cecilia Chau

 

Name:

Cecilia Chau

 

Title:

Treasurer

 

 



 

APPENDIX I

 

List of Borrowers and Funds

 

 

 

Custodian

 

Specified
Percentage

 

 

 

 

 

 

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

SSB(1)

 

10

%

 

 

 

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS , on behalf of:

 

 

 

 

 

Credit Suisse Floating Rate High Income Fund

 

SSB

 

20

%

Credit Suisse Liquid Alternative Fund

 

SSB

 

25

%

 

 

 

 

 

 

CREDIT SUISSE TRUST , on behalf of:

 

 

 

 

 

Commodity Return Strategy Portfolio

 

SSB

 

20

%

 


(1)  State Street Bank and Trust Company as custodian

 


Exhibit 99.(j)(2)

 

CREDIT SUISSE OPPORTUNITY FUNDS

(A registered investment company)

 

POWER OF ATTORNEY

 

Each of the undersigned hereby authorizes Michael A. Pignataro and Karen Regan, each with full power to act without the other, as attorney-in-fact to sign on his behalf in the capacities indicated, and to file (or have filed) with all exhibits thereto:

 

(A)                       any registration statement of the above-named registered investment company (the “Fund”), be it an initial registration statement or an amendment to an existing registration statement (including any pre-effective or post-effective amendments), that is required or permitted to be filed with the Securities and Exchange Commission;

 

(B)                         any other notice, report, authorization, request, or registration of the Fund that is required or permitted to be filed with the Securities and Exchange Commission; and

 

(C)                         any notice, authorization, request, or registration of the Fund that is required or permitted to be filed with any state securities commission or other state regulatory body.

 

This power shall be valid as to each of the undersigned until superseded by a subsequent power of attorney or revoked by written notice delivered to the President or Secretary of the Fund, such subsequent power or revocation to be effective for each signatory on an individual basis.

 

IN WITNESS WHEREOF, each of the undersigned has executed this instrument on the date shown.

 

 

By:

/s/Steven N. Rappaport

 

6/29/12

 

Steven N. Rappaport

 

Date

 

Trustee and Chairman of the Board

 

 

 

 

 

 

 

By:

/s/Jeffery E. Garten

 

6/27/12

 

Jeffrey E. Garten

 

Date

 

Trustee

 

 

 

 

 

 

 

By:

/s/Peter F. Krogh

 

6/28/12

 

Peter F. Krogh

 

Date

 

Trustee

 

 

 

 

 

 

 

By:

/s/Enrique R. Azace

 

6/29/12

 

Enrique R. Arzac

 

Date

 

Trustee

 

 

 


Exhibit 99.(p)(2)

 

CREDIT SUISSE ASSET MANAGEMENT, LLC

CREDIT SUISSE SECURITIES (USA) LLC

CREDIT SUISSE FUNDS

CREDIT SUISSE CLOSED-END FUNDS

 

CODE OF ETHICS

 

I.               Applicability

 

This Code of Ethics (this “Code”) establishes rules of conduct for “Access Persons” (as defined below) of Credit Suisse Asset Management, LLC and Credit Suisse Securities (USA) LLC (collectively referred to as “Credit Suisse”) and each U.S. registered investment company that adopts this Code (“Covered Fund”).  (Credit Suisse and the Covered Funds are collectively referred to as the “Covered Companies.”)  For purposes of this Code, “Access Person” shall mean:

 

·       any “Advisory Person” - (i) any employee of any company in a control relationship to a Covered Company who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of securities by a Covered Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales of a Covered Fund; or (ii) any natural person in a control relationship to a Covered Company who obtains information concerning recommendations made to a Covered Fund with regard to the purchase or sale of securities by the Covered Fund; provided that “Advisory Person” excludes persons covered by the Global Policy (as defined below); and

 

·       any non-employee director or trustee of a Covered Fund (each, an “Outside Director”).

 

For purposes of this Code:

 

·       “Credit Suisse client” shall include all advisory clients of Credit Suisse.

 

·       “Global Policy” means the Global Personal Trading Policy applicable to all Credit Suisse employees, a copy of which will be provided to all Advisory Persons.

 

·       “Local LCD” shall have the meaning ascribed thereto in the Global Policy.  Where Advisory Persons bound by this Code are subject to the Global Policy, references in the Global Policy to the Local LCD shall be deemed to refer to a Designated Supervisory Person.

 

·       “purchase” and “sale” of a security shall include, among other things, the writing of an option to purchase or sell a security.

 

·       “security” shall include any security, including a security issued by any collective investment vehicle or fund, as well as an option to purchase or sell any security that is

 



 

convertible or exchangeable and any other derivative interest relating to the security; “security” shall exclude commodities and foreign currency exchange contracts.

 

·       all other terms shall have the same meanings as under the Investment Company Act of 1940, as amended (“1940 Act”), unless indicated otherwise.

 

II.             Statement of General Principles

 

In conducting personal investment activities, all Access Persons are required to comply with all applicable laws and regulations and the following general fiduciary principles:

 

·       the interests of the Covered Funds must always be placed first;

 

·       all personal securities transactions must be conducted in such a manner as to avoid any actual, potential or perceived conflict of interest or any abuse of an individual’s position of trust and responsibility; and

 

·       Access Persons must not take inappropriate advantage of their positions or information that they have received or to which they have access.

 

Credit Suisse has separate policies and procedures designed to detect and prevent insider trading, which should be read together with this Code and, if applicable, the Global Policy.  Nothing contained in this Code should be interpreted as relieving any Access Person from the obligation to act in accordance with any applicable law, rule or regulation or any other statement of policy or procedure adopted by any Covered Company or Credit Suisse to the extent applicable to the Access Persons.

 

III.            Provisions Applicable to Advisory Persons

 

A.         Prohibitions .

 

General Prohibitions Applicable to Advisory Persons .  All Advisory Persons shall be bound by the provisions set forth in Sections VI and VII of the Global Policy as applied only to Covered Funds and not all Credit Suisse clients.

 

B.          Pre-Clearance and Exemptions

 

1.           Advisory Persons are subject to the provisions set forth in Sections III, IV and V of the Global Policy.

 

2.           Purchases and sales of securities (except those that are exempt from the Pre-Clearance requirement in Section V of the Global Policy) are subject to the Trading Prohibitions in Section VII of the Global Policy as applied only to Covered Funds and not all Credit Suisse clients.  All purchases and sales of securities are subject to the Short-Term Trading Prohibition in Section VII.A. of the Global Policy and the reporting requirements in Section III.C. below.

 

2



 

C.          Reporting and Compliance Procedures

 

1.           Initial Certification.   Within 10 days after the commencement of his or her affiliation with a Covered Company, each Advisory Person shall submit to a Designated Supervisory Person an initial certification to certify that:

 

·       he or she has read and understood this Code and recognizes that he or she is subject to its requirements;

 

·       he or she has read and understood the Global Policy and recognizes that he or she is subject to certain of its requirements, as delineated herein;

 

·       he or she has disclosed or reported all personal securities holdings in which he or she has any direct or indirect Beneficial Ownership (as defined in Exhibit 1) and all accounts in which any securities are held for his or her direct or indirect benefit; and

 

·       he or she has reported the name(s) of each person or institution managing any account (or portion thereof) for which the Advisory Person has no direct or indirect influence or control over the investment or trading in the account.

 

2.           Annual Certification.   In addition, each Advisory Person shall submit to a Designated Supervisory Person an annual certification to certify that:

 

·       he or she has read and understood this Code and recognizes that he or she is subject to its requirements;

 

·       he or she has read and understood the Global Policy and recognizes that he or she is subject to certain of its requirements, as delineated herein;

 

·       he or she has complied with all requirements of this Code and the applicable requirements of the Global Policy; and

 

·       he or she has disclosed or reported (a) all personal securities transactions for the previous year, (b) all personal securities holdings in which he or she has any direct or indirect Beneficial Ownership and accounts in which any securities are held for his or her direct or indirect benefit and (c) the name(s) of each person or institution managing any account in which the Advisory Person has any direct or indirect Beneficial Ownership (or portion thereof) for which the Advisory Person has no direct or indirect influence or control over the investment or trading in the account, in each case as of a date no more than 30 days before the annual certification is submitted.

 

3



 

Advisory Persons may comply with the initial and annual reporting requirements by submitting, electronically or otherwise, account statements to a Designated Supervisory Person within the prescribed periods.

 

3.           Quarterly Reporting.   All Advisory Persons shall also supply a Designated Supervisory Person, on a timely basis, with duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all securities accounts, including confirmations and statements for transactions and accounts that are exempt from the Trading Prohibitions and Pre-clearance Requirements in the Global Policy.  Additionally, if not included in the periodic statements, all Advisory Persons shall also file a transaction report for all securities that were acquired or disposed of through gift or acquired through inheritance.  If an account in which an Advisory Person has any direct or indirect Beneficial Ownership was first established during the quarter, then the Advisory Person should report to an Designated Supervisory Person the following information, if not included in the periodic statements: (1) name of broker-dealer, (ii) date on which the account was established, and (iii) if the Advisory Person has no direct or indirect influence or control over the investment or trading in the account, the name(s) of each person or institution managing the account (or portion thereof).  This information must be supplied, electronically or otherwise, at least once per calendar quarter, within 10 days after the end of the calendar quarter.

 

IV.            Provisions Applicable to Outside Directors

 

A.         Prohibition .   No Outside Director may purchase or sell (directly or indirectly) any security for which there is a “buy” or “sell” order pending for a Covered Fund.  However, this restriction only applies if the Outside Director knows, or in the ordinary course of fulfilling official duties with a Covered Fund should know, that there is a “buy” or “sell” order pending with respect to such security for a Covered Fund or that the security is being considered for purchase or sale by or for any Covered Fund.

 

B.          Reporting Requirements .  An Outside Director is required to comply with the quarterly reporting requirements described above if he or she knew (or in the ordinary course of fulfilling his or her official duties as a Fund director/trustee should have known) that during the 15-day period immediately before or after the date of the director’s/trustee’s transaction in a security, the Covered Fund purchased or sold such security or such Covered Fund or its investment adviser considered purchasing or selling such security for a Covered Fund.

 

V.             Compliance Monitoring and Supervisory Review

 

A.         A Designated Supervisory Person will periodically review reports submitted by Access Persons and confirmations from brokers to assure that all transactions effected by Access Persons for accounts in which they have Beneficial Ownership are in compliance with this Code and Rule 17j-1 under the 1940 Act.

 

B.          Material violations of this Code and of the Global Policy (insofar as they relate to employees, officers and directors of Credit Suisse Asset Management, LLC (the “Adviser”) and Credit Suisse Securities (USA) LLC (the “Underwriter”)) and any sanctions imposed shall be

 

4



 

reported not less frequently than quarterly to the Board of Directors/Trustees of each relevant Covered Fund and to the senior management of Credit Suisse.  At least annually, each Covered Company shall prepare a written report to the Board of Directors/Trustees of each Covered Fund, and to the senior management of Credit Suisse, that:

 

·       describes issues that have arisen under the Code and under the Global Policy (insofar as they relate to employees, officers and directors of the Adviser or the Underwriter) since the last report, including, but not limited to, material violations of the Code or the Global Policy, as relevant, or procedures that implement the Code or the Global Policy, as relevant, and any sanctions imposed in response to those violations; and

 

·       certifies that each Covered Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code and to prevent employees, officers and directors of the Adviser and the Underwriter from violating the Global Policy.

 

C.          Material changes to this Code and to the Global Policy (insofar as they relate to employees, officers and directors of the Adviser or the Underwriter) must be approved by the Board of Directors/Trustees of each Covered Fund no later than six months after the change is adopted.  That approval must be based on a determination that the changes are reasonably necessary, as applicable, to prevent Access Persons from engaging in any conduct prohibited by the Code and Rule 17j-1 under the 1940 Act or to prevent employees, officers and directors of the Adviser or the Underwriter from engaging in any conduct prohibited by the Global Policy and Rule 17j-1 under the 1940 Act.  Board approval must include a separate vote of a majority of the Outside Directors.

 

VI.            Sanctions

 

Upon discovering that an Access Person has not complied with the requirements of this Code, the senior management of the relevant Covered Company may impose on that person whatever sanctions are deemed appropriate, including censure; fine; reversal of transactions and disgorgement of profits; suspension; or termination of employment.

 

VII.           Confidentiality

 

All information obtained from any Access Person under this Code shall be kept in strict confidence, except that reports of transactions will be made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization to the extent required by law or regulation.  The Adviser or the Underwriter may also make such information with regard to an Advisory Person available to (i) any other business unit or legal department of the Credit Suisse Group, including any of its domestic or foreign subsidiaries or branches, (ii) such Advisory Person’s manager and (iii) the local or global Executive Committee (or equivalent bodies and their appointees), to the extent permissible under applicable laws and regulations, to review the Advisory Person’s personal trading information.

 

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VIII.         Further Information

 

All Advisory Persons must report any violations of the Code promptly to the Chief Compliance Officer, Emidio Morizio.  The Designated Supervisory Persons are Roger Machlis and Emidio Morizio and their designees in Credit Suisse’s Legal and Compliance Department.  Any questions regarding the Code of Ethics should be directed to a Designated Supervisory Person.

 

Dated:  May 1, 2012

 

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EXHIBIT 1

 

CREDIT SUISSE ASSET MANAGEMENT, LLC

CREDIT SUISSE SECURITIES (USA) LLC

CREDIT SUISSE FUNDS, CREDIT SUISSE CLOSED-END FUNDS

CODE OF ETHICS

 

Definition of Beneficial Ownership

 

The term “Beneficial Ownership” as used in the attached Code of Ethics is to be interpreted by reference to Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (“Rule”).  Under the Rule, a person is generally deemed to have Beneficial Ownership of securities if the person (directly or indirectly), through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities.

 

The term “pecuniary interest” is generally defined in the Rule to mean the opportunity (directly or indirectly) to profit or share in any profit derived from a transaction in the securities.  A person is deemed to have an “indirect pecuniary interest” within the meaning of the Rule:

 

·       in any securities held by members of the person’s immediate family sharing the same household; the term “immediate family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, as well as adoptive relationships;

 

·       a general partner’s proportionate interest in the portfolio securities held by a general or limited partnership;

 

·       a person’s right to dividends that is separated or separable from the underlying securities;

 

·       a person’s interest in certain trusts; and

 

·       a person’s right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.(1)

 


(1)    For purposes of the Rule, a person who is a shareholder of a corporation or similar entity is not deemed to have a pecuniary interest in portfolio securities held by the corporation or entity, so long as the shareholder is not a controlling shareholder of the corporation or the entity and does not have or share investment control over the corporation’s or the entity’s portfolio. The term “control” means the power to exercise a controlling influence over management or policies, unless the power is solely the result of an official position with the company.