CREDIT SUISSE COMMODITY
STRATEGY FUNDS
Credit Suisse Commodity Return Strategy Fund
CREDIT SUISSE OPPORTUNITY
FUNDS
Credit Suisse Floating Rate
High Income Fund
Credit Suisse Strategic Income Fund
Credit Suisse Managed Futures Strategy Fund
Credit Suisse Multialternative Strategy Fund
CREDIT SUISSE TRUST
Commodity Return Strategy Portfolio
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
CREDIT SUISSE HIGH YIELD BOND FUND
Eleven Madison Avenue
New York, New York 10010
July 18, 2023
Dear Shareholder:
A joint special meeting
of shareholders of the funds listed above (each, a “Fund”) will be held at the offices of the Funds, Eleven Madison Avenue,
Floor 2B, New York, New York 10010, on Thursday, August 24, 2023 at 4 p.m., Eastern Time, to vote on the proposals listed in the
enclosed Joint Proxy Statement.
On June 12, 2023
(the “Closing Date”), Credit Suisse Group AG (“CS Group”) merged with and into UBS Group AG, a global financial
services company (“UBS Group”), with UBS Group remaining as the surviving company (the “Merger”). Immediately
prior to the Closing Date, CS Group was the ultimate parent company of the Funds’ investment adviser, Credit Suisse Asset Management,
LLC (“Credit Suisse”), and sub-adviser, Credit Suisse Asset Management Limited (“Credit Suisse UK” and together
with Credit Suisse, the “Credit Suisse Investment Advisers”), as applicable. As required by the Investment Company Act of
1940, as amended, each Fund’s investment advisory agreement with Credit Suisse and the sub-advisory agreement between the Credit
Suisse Investment Advisers with respect to Credit Suisse Strategic Income Fund provided that the agreement would automatically terminate
upon its assignment. The closing of the Merger was deemed to result in an assignment of each agreement, resulting in its automatic termination
as of the Closing Date. As explained in more detail in the enclosed Joint Proxy Statement, each Fund is seeking shareholder approval of
a new investment advisory agreement with Credit Suisse and Credit Suisse Strategic Income Fund is seeking shareholder approval of a new
sub-advisory agreement between Credit Suisse and Credit Suisse UK.
No changes to the
investment objective(s), principal investment strategies and policies, principal risks, fundamental and non-fundamental investment policies,
or portfolio managers (collectively, “Fund-specific changes”) (other than potential personnel changes outside of Credit Suisse’s
control) of your Fund are currently contemplated as a result of the Merger. It is important to note that your Fund’s advisory fee
rate under its new agreement will remain the same. Also, the contractual expense limitation agreements limiting each open-end Fund’s
total net expenses (which agreements permit such Funds to reimburse Credit Suisse for advisory fees waived and/or expenses previously
reimbursed under certain conditions) and Credit Suisse High Yield Bond Fund’s voluntary advisory fee waiver will continue under
these Funds’ respective new agreements. Each Fund’s Board of Directors/Trustees (each, a “Board”) considered the
foregoing information, among other things, in approving the new agreements.
It is anticipated
that the Credit Suisse Investment Advisers will transition the investment advisory services that they currently provide to the Funds
to one or more registered investment advisers affiliated with UBS Group (the “UBS Investment Advisers”) on or prior to
June 12, 2024 (the “UBS Transition”). With respect to each Credit Suisse Investment Adviser, it is currently
anticipated that the UBS Transition will be effected by: (i) merging the Credit Suisse Investment Adviser into a UBS Investment
Adviser (with the UBS Investment Adviser surviving), (ii) transferring the Credit Suisse Investment Adviser’s investment
advisory agreements with the Funds (and in the case of Credit Suisse UK, the sub-advisory agreement between Credit Suisse and Credit
Suisse UK with respect to Credit Suisse Strategic Income Fund) to one or more UBS Investment Advisers, and/or (iii) having the
Funds enter into new investment advisory agreements and, if applicable, sub-advisory agreements with one or more UBS Investment
Advisers. These actions would be subject to approval by the Board of each Fund and, depending on the structure of the UBS
Transition, may also require approval by Fund shareholders. In connection with, or following the completion of, the UBS Transition,
it is possible that there could be Fund-specific changes. However, the exact structure and timing of the UBS Transition and
Fund-specific changes (if any) related to the UBS Transition have not yet been finalized. Any Fund-specific changes would be
implemented without shareholder approval to the extent permitted under the federal securities laws (except for any changes to a
Fund’s fundamental investment policies, which would require shareholder approval). Shareholders of a Fund will be promptly
notified of any material Fund-specific changes. Your vote to approve your Fund’s new investment advisory agreement with
Credit Suisse is necessary to ensure that Credit Suisse and, in the case of Credit Suisse Strategic Income Fund, Credit Suisse UK,
can continue to manage your Fund at least until the UBS Transition is completed within one year of the Closing Date (i.e., on or
prior to June 12, 2024).
Before you vote, we encourage
you to read the full text of the enclosed Joint Proxy Statement for an explanation of each of the proposals and information regarding
important recent developments affecting the Funds.
Your vote on these
matters is important. Even if you plan to attend and vote at the meeting, please promptly follow the enclosed instructions to submit voting
instructions by telephone or over the Internet. Alternatively, you may submit voting instructions by signing and dating each proxy card
and returning it in the accompanying postage-paid return envelope. In order to ensure that shares will be voted in accordance with your
instructions, please submit your proxy promptly.
If you have any questions
about the proposals to be voted on, please call AST Fund Solutions, LLC at (877) 674-6273.
By Order of each Board,
| /s/
Karen Regan |
|
| Karen Regan |
|
| Secretary of the Funds |
|
July 18, 2023
New York, New York
IMPORTANT INFORMATION
FOR FUND SHAREHOLDERS
While we encourage you to read the full
text of the enclosed Joint Proxy Statement, for your convenience, we have provided a brief overview of the proposals to be voted on.
Questions and Answers
| Q. | Why am I receiving this joint proxy statement? |
| A. | A joint special meeting of the funds listed below (each, a “Fund” and collectively, the “Funds”) will be held
on Thursday, August 24, 2023 at 4 p.m., Eastern Time. You have received this letter because you were a shareholder of record of one
of the Funds on June 23, 2023, the record date for the meeting (the “Record Date”): |
Credit Suisse Commodity Return Strategy
Fund, a series of Credit Suisse Commodity Strategy Funds
Credit Suisse Floating Rate High Income
Fund, a series of Credit Suisse Opportunity Funds
Credit Suisse Strategic Income Fund,
a series of Credit Suisse Opportunity Funds
Credit Suisse Managed Futures Strategy
Fund, a series of Credit Suisse Opportunity Funds
Credit Suisse Multialternative Strategy
Fund, a series of Credit Suisse Opportunity Funds
Commodity Return Strategy Portfolio,
a series of Credit Suisse Trust
Credit Suisse Asset Management Income
Fund, Inc.
Credit Suisse High Yield Bond Fund
Each of Credit Suisse Commodity Strategy, Credit Suisse Opportunity
Funds and Credit Suisse Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as
amended (the “1940 Act”), and comprises one or more series as indicated above (each such series, an “Open-End Fund”).
Each of Credit Suisse Asset Management Income Fund, Inc. (“CIK”) and Credit Suisse High Yield Bond Fund (“DHY”)
is registered as a closed-end management investment company under the 1940 Act (each, a “Closed-End Fund”).
The enclosed joint proxy statement describes a proposal to
approve a new investment advisory agreement between your Fund and Credit Suisse Asset Management, LLC (“Credit Suisse”) (each
such agreement, a “New Investment Advisory Agreement”). In addition, solely with respect to Credit Suisse Strategic Income
Fund (the “Strategic Income Fund”), the enclosed joint proxy statement describes a proposal to approve a new sub-advisory
agreement between Credit Suisse and Credit Suisse Asset Management Limited (“Credit Suisse UK” and together with Credit Suisse,
the “Credit Suisse Investment Advisers”) with respect to such Fund (the “New Sub-Advisory Agreement” and together
with the New Investment Advisory Agreements, the “New Advisory Agreements”).
Shareholders of each Fund will vote separately to approve
the New Investment Advisory Agreement for the Fund(s) of which they held shares on the Record Date. Only those shareholders of the
Strategic Income Fund who held shares of such Fund as of the Record Date will be entitled to vote to approve the New Sub-Advisory Agreement.
Shareholder approval of a Fund’s New Investment Advisory
Agreement is not contingent upon shareholder approval of any other Fund’s New Investment Advisory Agreement.
Shareholder approval of the New Sub-Advisory Agreement between
Credit Suisse and Credit Suisse UK with respect to the Strategic Income Fund is contingent upon shareholder approval of the New Investment
Advisory Agreement between the Strategic Income Fund and Credit Suisse. Therefore, if the shareholders of the Strategic Income Fund do
not approve such Fund’s New Investment Advisory Agreement, then approval of the New Sub-Advisory Agreement for the Strategic Income
Fund will be deemed null and the Board (as defined below) of the Strategic Income Fund will then consider whether other actions, if any,
are warranted.
| Q. | Who is asking for my vote? |
| A. | The Board of Directors or Board of Trustees (each, a “Board” and collectively, the “Boards”), as applicable,
of your Fund is asking you to vote at the meeting on the proposal(s) applicable to your Fund. Each Fund’s Board approved the
Fund’s New Investment Advisory Agreement and, in the case of the Strategic Income Fund, the New Sub-Advisory Agreement as in the
best interests of the Fund and its shareholders. For more information regarding the factors considered by the Boards in coming to these
conclusions, please review “Proposal 1 and Proposal 2—Approval of a New Investment Advisory Agreement with Credit Suisse and,
With Respect to the Strategic Income Fund Only, Approval of a New Sub-Advisory Agreement Between Credit Suisse and Credit Suisse UK—Board
Review and Approval of the New Advisory Agreements” in the enclosed Joint Proxy Statement. Each Fund’s Board also voted to
submit each new agreement to be voted upon by shareholders of the applicable Fund. |
| Q. | What am I being asked to vote “FOR” in this proxy? |
| A. | You are being asked to vote in favor of a proposal to approve the New Investment Advisory Agreement for your Fund. In addition, if
you are a shareholder of the Strategic Income Fund, you are being asked to approve the New Sub-Advisory Agreement. |
| Q. | Why am I being asked to vote on a New Advisory Agreement(s)? |
| A. | You are being asked to approve a New Investment Advisory Agreement(s) for your Fund(s) as a result of recent events involving
Credit Suisse Group AG (“CS Group”). On June 12, 2023 (the “Closing Date”), CS Group merged with and into
UBS Group AG, a global financial services company (“UBS Group”), with UBS Group remaining as the surviving company (the “Merger”),
pursuant to a definitive merger agreement signed on March 19, 2023. Immediately prior to the Closing Date, CS Group was the ultimate
parent company of the Credit Suisse Investment Advisers. |
Each Fund was party to an investment
advisory agreement with Credit Suisse and Credit Suisse was party to a sub-advisory agreement with Credit Suisse UK with respect to the
Strategic Income Fund prior to the Closing Date (collectively, the “Prior Advisory Agreements”). As required by the 1940 Act,
each Prior Advisory Agreement provided that the agreement would automatically terminate upon its assignment. The closing of the Merger
was deemed to result in an assignment of each Prior Advisory Agreement, resulting in its automatic termination as of the Closing Date.
Your Fund requires shareholder approval of its New Investment Advisory Agreement and the Strategic Income Fund requires shareholder approval
of the New Sub-Advisory Agreement for the Funds to continue to receive investment advisory services from Credit Suisse and, in the case
of the Strategic Income Fund, Credit Suisse UK.
It is anticipated that the
Credit Suisse Investment Advisers will transition the investment advisory services that they currently provide to the Funds to one
or more registered investment advisers affiliated with UBS Group (the “UBS Investment Advisers”) on or prior to
June 12, 2024 (the “UBS Transition”) in accordance with the terms of the Time-Limited Exemption (as defined below).
With respect to each Credit Suisse Investment Adviser, it is currently anticipated that the UBS Transition will be effected by:
(i) merging the Credit Suisse Investment Adviser into a UBS Investment Adviser (with the UBS Investment Adviser surviving),
(ii) transferring Credit Suisse’s investment advisory agreements with the Funds and, in the case of Credit Suisse UK, the
sub-advisory agreement between Credit Suisse and Credit Suisse UK with respect to Credit Suisse Strategic Income Fund, to one or
more UBS Investment Advisers, and/or (iii) having the Funds enter into new investment advisory agreements and, if applicable,
sub-advisory agreements with one or more UBS Investment Advisers. These actions would be subject to approval by the Board of each
Fund and, depending on the structure of the UBS Transition, may also require approval by Fund shareholders. In connection with, or
following the completion of, the UBS Transition, it is possible that there could be changes to your Fund’s investment
objective(s), principal investment strategies and policies, principal risks, fundamental and non-fundamental investment policies, or
portfolio managers (collectively, “Fund-specific changes”). However, the exact structure and timing of the UBS
Transition and Fund-specific changes (if any) related to the UBS Transition have not yet been finalized. Any Fund-specific changes
would be implemented without shareholder approval to the extent permitted under the federal securities laws (except for any changes
to a Fund’s fundamental investment policies, which would require shareholder approval). Shareholders of a Fund will be
promptly notified of any material Fund-specific changes. Your vote to approve your Fund’s New Investment Advisory Agreement
is necessary to ensure that Credit Suisse and, in the case of the Strategic Income Fund, Credit Suisse UK, can continue to manage
your Fund until the UBS Transition is completed prior to the expiration of the Time-Limited Exemption one year after the Closing
Date (i.e., on or prior to June 12, 2024).
| Q: | Given that the Prior Advisory Agreements terminated on the Closing Date, is there any investment advisory agreement currently in
place for my Fund? |
| A. | Yes. Prior to the Closing Date, the Board of your Fund approved an interim investment advisory agreement with Credit Suisse and, in
the case of the Strategic Income Fund, an interim sub-advisory agreement between Credit Suisse and Credit Suisse UK (collectively, the
“Interim Advisory Agreements”). The Interim Advisory Agreements did not require shareholder approval. The Interim Advisory
Agreements took effect upon the Closing Date when the Prior Advisory Agreements were deemed to have terminated, so that Credit Suisse
and, in the case of the Strategic Income Fund, Credit Suisse UK, could continue to manage the Funds following the Closing Date. |
Each Interim Advisory Agreement will terminate upon the earlier
of shareholder approval of the corresponding New Advisory Agreement or 150 days following the Closing Date (i.e., November 9, 2023).
Each Interim Advisory Agreement contains the same terms and conditions as the corresponding Prior Advisory Agreement except for the effective
and termination dates, the termination and escrow provisions required by Rule 15a-4 under the 1940 Act and certain non-material changes.
During the period that each Interim Advisory Agreement is in effect, Credit Suisse’s advisory fees and Credit Suisse UK’s
sub-advisory fees will be held in an interest-bearing escrow account, pursuant to Rule 15a-4.
See “Proposal 1 and Proposal 2—Approval of a
New Investment Advisory Agreement with Credit Suisse and, With Respect to the Strategic Income Fund Only, Approval of a New Sub-Advisory
Agreement Between Credit Suisse and Credit Suisse UK—Background—Interim Advisory Agreements” in the Joint Proxy Statement
for additional information regarding the Interim Advisory Agreements.
| Q. | What else is happening with Credit Suisse and the Funds? |
| A. | On June 7, 2023, the Credit Suisse Investment Advisers and certain of their affiliates filed an application with the Securities
and Exchange Commission (the “Commission”) for temporary and permanent orders granting an exemption to the Credit Suisse Investment
Advisers and their affiliates, as well as to UBS Group and its affiliates (collectively, “UBS”), as further described below,
from the prohibitions under Section 9(a) of the 1940 Act, in connection with a consent order and final judgment (“Consent
Judgment”) filed in New Jersey Superior Court on October 24, 2022, which was entered against certain of Credit Suisse’s
affiliates. Section 9(a) of the 1940 Act automatically prohibits entities that are, or whose affiliates are, subject to, among
other things, certain court ordered “injunctions,” from serving or acting as investment adviser of any investment company
registered under the 1940 Act or a principal underwriter for any registered open-end investment company under the 1940 Act, or serving
in various other capacities in respect of registered investment companies. The Consent Judgment did not involve any of the Funds or the
services that the Credit Suisse Investment Advisers and their affiliates provided to the Funds. As further described in the enclosed Joint
Proxy Statement, as a result of the Consent Judgment, the Credit Suisse Investment Advisers could be disqualified from providing investment
advisory services to the Funds without such an exemption, even though they did not engage in the conduct underlying the Consent Judgment,
due to the broad scope of Section 9(a) of the 1940 Act. Upon learning of the terms of the Consent Judgment and the potential
consequences thereof under Section 9(a), Credit Suisse promptly contacted the Boards and the Staff of the Commission. |
The Commission granted a temporary exemption from Section 9(a) on
June 7, 2023 to the Credit Suisse Investment Advisers and their affiliates, as well as to UBS, effective upon the Closing Date. The
Credit Suisse Investment Advisers and certain of their affiliates also applied for a permanent order, which the Commission granted on
July 5, 2023. The permanent order grants: (i) a time-limited exemption from Section 9(a) to the Credit Suisse Investment
Advisers and certain of their affiliates (the “Time-Limited Exemption”), which enables the Credit Suisse Investment Advisers
to provide investment advisory services to the Funds until June 12, 2024 (by which point such services are anticipated to be transitioned
to one or more UBS Investment Advisers in the UBS Transition), and (ii) a permanent exemption from Section 9(a) to UBS
(together with the Time-Limited Exemption, the “Permanent Order”).
Following the expiration of the Time-Limited Exemption, Credit
Suisse and Credit Suisse UK will be disqualified from providing investment advisory services to the Funds. Accordingly, it is anticipated
that the investment advisory services that the Credit Suisse Investment Advisers currently provide to the Funds will be transitioned to
one or UBS Investment Advisers within one year of the Closing Date (i.e., on or prior to June 12, 2024) as part of the UBS Transition
described above; however, the exact structure and timing of the UBS Transition have not yet been finalized.
| Q. | How does my Fund’s New Advisory Agreement(s) differ from my Fund’s Prior Advisory Agreement(s)? |
| A. | Each New Advisory Agreement will be identical to the corresponding Prior Advisory Agreement, except for the dates of execution, effectiveness
and termination and certain non-material changes. |
| Q. | Will my Fund’s contractual advisory fee rates go up? |
| A. | No. Your Fund’s contractual advisory fee rates will not change as a result of its New Advisory Agreement(s). |
| Q. | Will any expense limitation agreements or advisory fee waivers for my Fund remain in place under the Fund’s New Advisory
Agreement(s)? |
| A. | Open-End Fund Contractual Expense Limitation Agreements. The contractual expense limitation agreements limiting each Open-End
Fund’s total net expenses (which agreements permit such Funds to reimburse Credit Suisse for advisory fees waived and/or
expenses previously reimbursed under certain conditions) will continue in connection with the New Investment Advisory Agreement between
each Open-End Fund and Credit Suisse. |
DHY Voluntary Advisory Fee Waiver. Credit Suisse is
not proposing to remove or reduce the voluntary advisory fee waiver for DHY in connection with DHY’s New Investment Advisory Agreement.
However, such waiver is voluntary and may be discontinued by Credit Suisse at any time.
See “Proposal 1 and Proposal 2—Approval of a
New Investment Advisory Agreement with Credit Suisse and, With Respect to the Strategic Income Fund Only, Approval of a New Sub-Advisory
Agreement Between Credit Suisse and Credit Suisse UK—Board Review and Approval of the New Advisory Agreements—Investment Advisory
Fee Rates and Expenses” in the Joint Proxy Statement for additional information regarding the terms of the Open-End Funds’
contractual expense limitation agreements and DHY’s voluntary advisory fee waiver.
| Q. | Will the New Advisory Agreements result in any changes in the investment objective(s), principal investment strategies or portfolio
managers of my Fund? |
| A. | No changes to the investment objective(s), principal investment strategies and policies, principal risks, fundamental and non-fundamental
investment policies, or portfolio managers (previously defined as “Fund-specific changes”) (other than potential personnel
changes outside of Credit Suisse’s control) of your Fund are currently contemplated as a result of the Merger. |
Subject to shareholder approval of the New Advisory
Agreements, Credit Suisse and, in the case of the Strategic Income Fund, Credit Suisse UK, will manage the Funds until the UBS
Transition is completed (i.e., on or prior to June 12, 2024). However, in connection with, or following the completion of, the
UBS Transition, it is possible that there could be Fund-specific changes. The exact structure and timing of the UBS Transition and
Fund-specific changes (if any) related to the UBS Transition have not yet been finalized. Any Fund-specific changes would be
implemented without shareholder approval to the extent permitted under the federal securities laws (except for any changes to a
Fund’s fundamental investment policies, which would require shareholder approval). Shareholders of a Fund will be promptly
notified of any material Fund-specific changes.
| Q. | What happens if my Fund’s New Advisory Agreement(s) is not approved? |
| A. | If shareholders of your Fund do not approve the New Advisory Agreement(s) for your Fund, Credit Suisse and Credit Suisse UK,
as applicable, will not be able to provide investment advisory services to your Fund after the expiration of the 150-day period following
the Closing Date (which will occur on November 9, 2023), and your Fund may be forced to liquidate. |
Your vote to approve your Fund’s New Advisory
Agreement(s) is necessary to ensure that Credit Suisse and, in the case of the Strategic Income Fund, Credit Suisse UK, can continue
to manage your Fund until the UBS Transition is completed within one year of the Closing Date (i.e., June 12, 2024).
| Q. | Will there be any changes to my Fund’s custodian or other service providers as a result of the Merger? |
| A. | No changes are being proposed to any Fund’s custodian, administrator or co-administrator, distributor and transfer agent, as
applicable, or the fees currently charged to the Funds by such service providers at this time. Accordingly, the Merger is not expected
to establish a new fee or expense payable to a Fund service provider or increase any existing fee or expense to be paid by a Fund or its
shareholders to a Fund service provider. |
However, it is expected that, subject to Board approval,
one or more service providers will change prior to the 12-month anniversary of the Closing Date in connection with the UBS Transition.
| Q. | Is my Fund paying for this proxy solicitation? |
| A. | No. All costs of the proxy and the shareholder meetings, including proxy solicitation costs,
legal fees and the costs of printing and mailing the proxy statement, will be borne by Credit Suisse. |
| Q. | Will my vote make a difference? |
| A. | Yes. Your vote is needed to ensure that the proposals for your Fund can be acted upon.
Your Fund’s Board encourages you to participate in the governance of your Fund. |
| Q. | How do I vote my shares? |
| A. | You may vote your shares
in one of four ways: |
| ● | By telephone: Call the toll-free number printed on the enclosed proxy card(s) and
follow the directions. |
| ● | By Internet: Access the website address printed on the enclosed proxy card(s) and
follow the directions on the website. |
| ● | By mail: Complete, sign and date the proxy card(s) you received and return in the self-addressed, postage-paid envelope. |
| ● | At the meeting: Vote your shares at the meeting scheduled to be held on August 24,
2023 at 4 p.m. (Eastern time). Please see the Question and Answer below regarding the location of the meeting. |
| Q. | When and where is the
meeting scheduled to be held? |
| A. | The meeting will be held at the offices of the Funds, Eleven Madison Avenue, Floor 2B, New York, New York 10010, on Thursday, August 24,
2023 at 4 p.m., Eastern Time. |
| Q. | Why might I receive
more than one proxy card? |
| A. | If you own shares in more than one Fund on June 23, 2023 (the Record Date) you may receive
more than one proxy card. Even if you plan to attend the meeting, please sign, date and return EACH proxy card you receive, or if you
provide voting instructions by telephone or over the Internet, please vote on the proposal with respect to EACH Fund you own. |
| Q. | Whom do I call if I
have question about voting my proxy? |
| A. | If you need more information, or have any questions about voting, please call the Funds’ proxy solicitor, AST Fund Solutions,
LLC at (877) 674-6273. |
| Q. | Will anyone contact me? |
| A. | You may receive a call to verify that you received your proxy materials, to answer any questions you may have about the proposals
and to encourage you to vote. |
|
Please vote now. Your vote is important.
To avoid the wasteful and unnecessary expense of further solicitation,
and no matter how large or small your holdings may be, we urge you to indicate your voting instructions on the proxy card, if received
by mail, date and sign it and return it promptly in the postage-paid envelope provided, or record your voting instructions by telephone
or via the Internet. If you submit a properly executed proxy card but do not indicate how you wish your shares to be voted, your shares
will be voted “FOR” each of the applicable proposals. If your shares are held through a broker, you must provide voting instructions
to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the meeting. |
CREDIT SUISSE COMMODITY
STRATEGY FUNDS
Credit Suisse Commodity Return Strategy Fund
CREDIT SUISSE OPPORTUNITY FUNDS
Credit Suisse Floating Rate
High Income Fund
Credit Suisse Strategic Income Fund
Credit Suisse Managed Futures Strategy Fund
Credit Suisse Multialternative Strategy Fund
CREDIT SUISSE
TRUST
Commodity Return Strategy Portfolio
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
CREDIT SUISSE HIGH YIELD BOND FUND
Eleven Madison Avenue, New York, New York 10010
NOTICE OF JOINT SPECIAL MEETING OF
SHAREHOLDERS
To be held on August 24, 2023
To the Shareholders of the funds listed below (each, a “Fund”
and collectively, the “Funds”):
Credit Suisse Commodity Return Strategy Fund,
a series of Credit Suisse Commodity Strategy Funds
Credit Suisse Floating Rate High Income Fund,
a series of Credit Suisse Opportunity Funds
Credit Suisse Strategic Income Fund, a series
of Credit Suisse Opportunity Funds
Credit Suisse Managed Futures Strategy Fund, a
series of Credit Suisse Opportunity Funds
Credit Suisse Multialternative Strategy Fund,
a series of Credit Suisse Opportunity Funds
Commodity Return Strategy Portfolio, a series
of Credit Suisse Trust
Credit Suisse Asset Management Income Fund, Inc.
Credit Suisse High Yield Bond Fund
Notice is hereby given that a Joint Special Meeting of Shareholders
of each Fund (the “Meeting”) will be held at the offices of the Funds, Eleven Madison Avenue, Floor 2B, New York, New York
10010, on Thursday, August 24, 2023 at 4 p.m., Eastern Time for the following purposes, which are described in the accompanying Joint
Proxy Statement dated July 18, 2023:
| Proposal |
|
Shareholders Entitled to Vote |
| |
|
|
| Proposal 1: To consider and approve a new investment advisory agreement between each Fund and Credit Suisse Asset Management, LLC |
|
Shareholders of each Fund, voting separately |
| |
|
|
| Proposal 2: To consider and approve a new sub-advisory agreement between Credit Suisse Asset Management, LLC and Credit Suisse Asset Management Limited |
|
Shareholders of Credit Suisse Strategic Income Fund only |
Shareholders of each Fund will vote separately
to approve the new investment advisory agreement for the Fund(s) of which they held shares on the Record Date (as defined below)
in Proposal 1. Only those shareholders of Credit Suisse Strategic Income Fund (the “Strategic Income Fund”) who held shares
of such Fund as of the Record Date will be entitled to vote to approve Proposal 2.
Shareholder approval of Proposal 1 is not contingent
upon shareholder approval of Proposal 1 by any other Fund. However, Proposal 2, which is limited to the Strategic Income Fund, is contingent
upon shareholder approval of Proposal 1. Therefore, if the shareholders of the Strategic Income Fund do not approve Proposal 1, then Proposal
2 will be deemed null and the Board (as defined below) of the Strategic Income Fund will then consider whether other actions, if any,
are warranted.
Each of Credit Suisse Commodity Strategy Funds,
a Delaware statutory trust, Credit Suisse Opportunity Funds, a Delaware statutory trust, and Credit Suisse Trust, a Massachusetts business
trust, is a registered open-end management investment company and is comprised of one or more series (each such series, an “Open-End
Fund”). Each of Credit Suisse Asset Management Income Fund, Inc., a Maryland corporation, and Credit Suisse High Yield Bond
Fund, a Delaware statutory trust, is a registered closed-end management investment company (each, a “Closed-End Fund”).
As explained in more detail
in the enclosed Joint Proxy Statement, on June 12, 2023 (the “Closing Date”), Credit Suisse Group AG (“CS Group”)
merged with and into UBS Group AG, a global financial services company (“UBS Group”), with UBS Group remaining as the surviving
company (the “Merger”). Immediately prior to the Closing Date, CS Group was the ultimate parent company of Credit Suisse Asset
Management, LLC (“Credit Suisse”), the Funds’ investment adviser, Credit Suisse Asset Management Limited (“Credit
Suisse UK” and together with Credit Suisse, the “Credit Suisse Investment Advisers”), the Strategic Income Fund’s
sub-adviser. As required by the Investment Company Act of 1940, as amended, each Fund’s investment advisory agreement with Credit
Suisse and the sub-advisory agreement between the Credit Suisse Investment Advisers with respect to Credit Suisse Strategic Income Fund
provided that the agreement would automatically terminate upon its assignment. The closing of the Merger was deemed to result in an assignment
of each agreement, resulting in its automatic termination as of the Closing Date. Accordingly, each Fund is seeking shareholder approval
of a new investment advisory agreement with Credit Suisse and Credit Suisse Strategic Income Fund is seeking shareholder approval of a
new sub-advisory agreement between Credit Suisse and Credit Suisse UK.
No changes to the investment
objective(s), principal investment strategies and policies, principal risks, fundamental and non-fundamental investment policies, or portfolio
managers (collectively, “Fund-specific changes”) (other than potential personnel changes outside of Credit Suisse’s
control) of your Fund are currently contemplated as a result of the Merger. It is important to note that your Fund’s advisory fee
rate under its new agreement will remain the same. Also, the contractual expense limitation agreements limiting each open-end Fund’s
total net expenses (which agreements permit such Funds to reimburse Credit Suisse for advisory fees waived and/or expenses previously
reimbursed under certain conditions) and Credit Suisse High Yield Bond Fund’s voluntary advisory fee waiver will continue under
these Funds’ respective new agreements. Each Fund’s Board of Directors/Trustees (each, a “Board”) considered the
foregoing information, among other things, in approving the new agreements.
It is anticipated that the Credit Suisse
Investment Advisers will transition the investment advisory services that they currently provide to the Funds to one or more
registered investment advisers affiliated with UBS Group (the “UBS Investment Advisers”) on or prior to June 12,
2024 (the “UBS Transition”), as described in more detail in the enclosed Joint Proxy Statement. In connection with, or
following the completion of, the UBS Transition, it is possible that there could be Fund-specific changes. However, the exact
structure and timing of the UBS Transition and Fund-specific changes (if any) related to the UBS Transition have not yet been
finalized. Any Fund-specific changes would be implemented without shareholder approval to the extent permitted under the federal
securities laws (except for any changes to a Fund’s fundamental investment policies, which would require shareholder
approval). Shareholders of a Fund will be promptly notified of any material Fund-specific changes. Your vote to approve your
Fund’s new investment advisory agreement is necessary to ensure that Credit Suisse and, in the case of Credit Suisse Strategic
Income Fund, Credit Suisse UK, can continue to manage your Fund until the UBS Transition is completed within one year of the Closing
Date (i.e., on or prior to June 12, 2024).
The close of business on June 23, 2023 has
been fixed as the record date (“Record Date”) with respect to each Fund for the determination of shareholders entitled to
notice of, and to vote at, the Meeting or any postponement or adjournment thereof. The enclosed proxy is being solicited on behalf of
each Fund’s Board of Directors or Board of Trustees, as applicable (each, a “Board”). Each shareholder who does not
expect to attend the Meeting in person is requested to complete, date, sign and promptly return the enclosed proxy card. As a registered
shareholder, you may also vote your proxy electronically by telephone or over the Internet by following the instructions included with
your proxy card. Shareholders may make inquiries about this proxy card by telephone at (877) 674-6273. Shareholders who hold shares through
a bank or other intermediary, shareholders who are the holders of a variable annuity contract or variable life insurance policy or shareholders
who are participants in certain tax qualified pension and retirement plans (as discussed below), should consult their bank or intermediary,
their participating insurance company or their participating qualified plan regarding their ability to revoke voting instructions after
such instructions have been provided. A previously submitted proxy card can be revoked by mail (addressed to the Secretary of the applicable
Fund, c/o Credit Suisse Asset Management, LLC, Eleven Madison Avenue, Floor 2B, New York, New York 10010), voting again through the toll-free
number or the Internet address listed in the proxy card, or at the Meeting by executing a superseding proxy card or by submitting a notice
of revocation. Merely attending the Meeting, however, will not revoke any previously submitted proxy card.
Important Notice Regarding the Availability of Proxy Materials for
the Joint Special Meeting of Shareholders to Be Held on Thursday, August 24, 2023. The Joint Proxy Statement is available on the
internet at: www.credit-suisse.com/us/funds.
By Order of each Board,
Karen Regan
Secretary of the Funds
July 18, 2023
New York, New York
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed proxy card,
sign and date it, and return it in the envelope provided, which needs no postage if mailed in the United States. Your vote is very important
no matter how many shares you own. Please mark and mail your proxy card promptly in order to save the Funds any additional cost of further
proxy solicitation and in order for the Meeting to be held as scheduled.
TABLE OF CONTENTS
Page
JOINT PROXY STATEMENT
CREDIT SUISSE COMMODITY
STRATEGY FUNDS
Credit Suisse Commodity Return Strategy Fund
CREDIT SUISSE OPPORTUNITY
FUNDS
Credit Suisse Floating Rate
High Income Fund
Credit Suisse Strategic Income Fund
Credit Suisse Managed Futures Strategy Fund
Credit Suisse Multialternative Strategy Fund
CREDIT SUISSE
TRUST
Commodity Return Strategy Portfolio
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
CREDIT SUISSE HIGH YIELD BOND FUND
Eleven Madison Avenue
New York, New York 10010
JOINT SPECIAL MEETING OF SHAREHOLDERS
To be held on August 24, 2023
INTRODUCTION
This joint proxy statement (the “Joint Proxy
Statement”) is furnished in connection with the solicitation of proxies on behalf of the Board of Trustees or Board of Directors,
as applicable (each, a “Board” and collectively, the “Boards”), of each of Credit Suisse Commodity Strategy Funds,
Credit Suisse Opportunity Funds, Credit Suisse Trust, Credit Suisse Asset Management Income Fund, Inc. and Credit Suisse High Yield
Bond Fund in connection with the joint special meeting (the “Meeting”) of shareholders of the funds listed below (each, a
“Fund” and collectively, the “Funds”), and at any and all adjournments,
postponements or delays thereof:
Credit Suisse Commodity Return Strategy Fund,
a series of Credit Suisse Commodity Strategy Funds
Credit Suisse Floating Rate High Income Fund,
a series of Credit Suisse Opportunity Funds
Credit Suisse Strategic Income Fund, a series
of Credit Suisse Opportunity Funds
Credit Suisse Managed Futures Strategy Fund, a
series of Credit Suisse Opportunity Funds
Credit Suisse Multialternative Strategy Fund,
a series of Credit Suisse Opportunity Funds
Commodity Return Strategy Portfolio, a series
of Credit Suisse Trust
Credit Suisse Asset Management Income Fund, Inc.
Credit Suisse High Yield Bond Fund
The Meeting was called for
the purpose of voting on the following proposals (each, a “Proposal” and collectively, the “Proposals”), each
as further described in this Joint Proxy Statement:
| Proposal |
|
Shareholders Entitled to Vote |
| |
|
|
| Proposal 1: To consider and approve a new investment advisory agreement between each Fund and Credit Suisse Asset Management, LLC |
|
Shareholders of each Fund, voting separately |
| |
|
|
| Proposal 2: To consider and approve a new sub-advisory agreement between Credit Suisse Asset Management, LLC and Credit Suisse Asset Management Limited |
|
Shareholders of Credit Suisse Strategic Income Fund only |
Shareholders of each Fund will vote separately
on the new investment advisory agreement for the Fund(s) of which they held shares on the Record Date (as defined below) in Proposal
1. Only those shareholders of Credit Suisse Strategic Income Fund (the “Strategic Income Fund”) who held shares of such Fund
as of the Record Date will be entitled to vote on Proposal 2.
Shareholder approval of Proposal 1 by one Fund
is not contingent upon shareholder approval of Proposal 1 by any other Fund.
Proposal 2, which is limited to the Strategic Income
Fund, is contingent upon shareholder approval of Proposal 1. Therefore, if the shareholders of the Strategic Income Fund do not approve
Proposal 1, then Proposal 2 will be deemed null and the Board of Strategic Income Fund will then consider whether other actions, if any,
are warranted. Credit Suisse Asset Management Limited (“Credit Suisse UK”), an affiliate of Credit Suisse (as defined below),
acts as the sub-adviser to the Strategic Income Fund.
The Notice of Joint Special Meeting, Joint Proxy
Statement and proxy card are being mailed to shareholders on or about July 20, 2023.
The Meeting will be held at the offices of the
Funds, Eleven Madison Avenue, Floor 2B, New York, New York 10010, on Thursday, August 24, 2023 at 4 p.m., Eastern Time. The close
of business on June 23, 2023 has been fixed as the record date (“Record Date”) with respect to each Fund for the determination
of shareholders entitled to notice of, and to vote at, the Meeting and any postponement or adjournment thereof. A table of the outstanding
voting shares of the Funds as of the Record Date is presented in Appendix A. Each share is entitled to one vote (a fractional share
is entitled to a fractional vote).
Proxy solicitations will be made primarily by mail,
but solicitations may also be made by telephone or personal interviews conducted by officers or employees of each Fund; Credit Suisse
Asset Management, LLC (“Credit Suisse”), the investment adviser to the Funds and co-administrator with respect to the Open-End
Funds (as defined below); or AST Fund Solutions, LLC, a professional proxy solicitation firm that has been retained by Credit Suisse to
assist with the distribution of proxy materials and the solicitation and tabulation of proxies at an aggregate cost of approximately $527,000
to $680,000, plus all reasonable out of pocket expenses incurred on behalf of each Fund. The solicitation cost will be borne by
Credit Suisse.
If the enclosed proxy card is properly executed
and returned in time to be voted at the Meeting, the shares represented thereby will be voted in accordance with the instructions marked
on the proxy card. If no instructions are marked on the proxy card, the proxy card will be voted “FOR” each applicable proposal
presented for approval at the Meeting and will be voted on any matters that may properly come before the Meeting in accordance with the
judgment of the persons named in the proxy card. A previously submitted proxy card can be revoked
by mail (addressed to the Secretary of the Fund, c/o Credit Suisse Asset Management, LLC, Eleven Madison Avenue, 9th Floor, New York,
New York 10010), voting again through the toll-free number or the Internet address listed in the proxy card, or at the Meeting by executing
a superseding proxy card or by submitting a notice of revocation. Merely attending the Meeting, however, will not revoke any previously
submitted proxy card.
Each of Credit Suisse Commodity Strategy Funds
(“CS Commodity Strategy Funds”), a Delaware statutory trust, Credit Suisse Opportunity Funds (“CS Opportunity Funds”),
a Delaware statutory trust, and Credit Suisse Trust (“CS Trust” and collectively with CS Commodity Strategy Funds and CS Opportunity
Funds, the “Trusts”), a Massachusetts business trust, is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the “1940 Act”), and comprises one or more series as indicated above (each such
series, an “Open-End Fund”). For purposes of this Joint Proxy Statement, the term “shareholder” (when used to
refer to the beneficial holder of ownership interests in an Open-End Fund) also includes holders of variable annuity contracts and variable
life insurance policies and participants in certain tax qualified pension and retirement plans.
Each of Credit Suisse Asset Management Income Fund, Inc.
(“CIK”), a Maryland corporation, and Credit Suisse High Yield Bond Fund (“DHY”), a Delaware statutory trust, is
registered as a closed-end management investment company under the 1940 Act (each, a “Closed-End Fund”). The shares of common
stock or common shares of beneficial interest, as applicable (“Common Shares”), of each of CIK and DHY are listed on the NYSE
American.
PROPOSAL 1 AND PROPOSAL 2:
APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
WITH CREDIT SUISSE AND, WITH RESPECT TO THE STRATEGIC INCOME FUND ONLY, APPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN CREDIT SUISSE
AND CREDIT SUISSE UK
Summary
You are being asked to approve a new investment
advisory agreement and, in the case of the Strategic Income Fund, a new sub-advisory agreement for your Fund as a result of recent events
involving Credit Suisse Group AG (“CS Group”). On June 12, 2023 (the “Closing Date”), CS Group merged with
and into UBS Group AG, a global financial services company (“UBS Group”), with UBS Group remaining as the surviving company
(the “Merger”), pursuant to a definitive merger agreement signed on March 19, 2023. Immediately prior to the Closing
Date, CS Group was the ultimate parent company of Credit Suisse and Credit Suisse UK (together, the “Credit Suisse Investment Advisers”).
The Merger has important ramifications for your Fund. Namely, each Fund’s Prior Advisory Agreement(s) (as defined below) was
deemed to have automatically terminated under the terms of the agreement(s) and applicable law on the Closing Date. See “—Background—Prior
Advisory Agreements” below for additional information.
Prior to the Closing Date, each Board met to approve
each Fund’s New Advisory Agreement(s) and Interim Advisory Agreement(s) (each as defined below). The Interim Advisory
Agreements, which took effect on the Closing Date, permit the Credit Suisse Investment Advisers to continue to provide investment advisory
services to the Funds until the Funds obtain shareholder approval of the New Advisory Agreements, for a period of up to 150 days following
the Closing Date (i.e., until November 9, 2023). As described below in more detail, the investment advisory services that the Credit
Suisse Investment Advisers currently provide to the Funds will be transitioned to one or more UBS Investment Advisers (as defined below)
within one year of the Closing Date (i.e., on or prior to June 12, 2024) as part of the UBS Transition (as defined below). See “—Background—Interim
Advisory Agreements” and “—Background—New Advisory Agreements” below for additional information.
In addition, on June 7, 2023, the Credit Suisse
Investment Advisers and certain of their affiliates filed an application with the Securities and Exchange Commission (the “Commission”)
for temporary and permanent orders granting an exemption to the Credit Suisse Investment Advisers and their affiliates, as well as to
UBS Group and its affiliates (collectively, “UBS”), from the prohibitions under Section 9(a) of the 1940 Act in
connection with the Consent Judgment (as defined below) which was entered against certain of Credit Suisse’s affiliates, but did
not involve any of the Funds or the services that the Credit Suisse Investment Advisers and their affiliates provided to the Funds. Section 9(a) of
the 1940 Act automatically prohibits entities that are, or whose affiliates are, subject to, among other things, certain court ordered
“injunctions,” from serving or acting as investment adviser of any investment company registered under the 1940 Act or a principal
underwriter for any registered open-end investment company under the 1940 Act, or serving in various other capacities in respect of registered
investment companies. As further described below, as a result of the Consent Judgment, the Credit Suisse Investment Advisers could be
disqualified from providing investment advisory services to the Funds without such an exemption, even though they did not engage in the
conduct underlying the Consent Judgment, due to the broad scope of Section 9(a) of the 1940 Act. The Commission granted a temporary
exemption from Section 9(a) on June 7, 2023 to the Credit Suisse Investment Advisers and their affiliates, as well as to
UBS, effective upon the Closing Date. The Credit Suisse Investment Advisers and certain of their affiliates also applied for a permanent
order, which the Commission granted on July 5, 2023. The permanent order grants the Time Limited-Exemption (as defined below), which
permits the Credit Suisse Investment Advisers to provide investment advisory services to the Funds for a period of 12 months following
the Closing Date. Following the expiration of the Time-Limited Exemption, the Credit Suisse Investment Advisers will be disqualified from
providing investment advisory services to the Funds. See “—Background—Time-Limited Exemption From Disqualification Under
Section 9(a) of the 1940 Act” below for additional information.
It is important to note that, while the Funds’
investment adviser and sub-adviser, as applicable, will ultimately change within one year of the Closing Date (i.e., on or prior to June 12,
2024) as a result of the Merger and the Time-Limited Exemption, the exact timing and structure of the UBS Transition have not been finalized
as of the date of this Joint Proxy Statement. Shareholder approval of Proposal 1 and Proposal 2, as applicable, is necessary for your
Fund to continue to receive investment advisory services from Credit Suisse and Credit Suisse UK, as applicable, for the entirety of the
Time-Limited Exemption during which changes to the Funds’ investment adviser and sub-adviser, as applicable, as well as any changes
to the Funds’ other service providers, will be finalized as part of the UBS Transition. The investment advisory fee rates of the
Funds will not change under the New Advisory Agreements, and no changes to the Funds’ investment objective(s), principal investment
strategies and policies, principal risks, fundamental and non-fundamental investment policies or portfolio managers (collectively, “Fund-specific
changes”) (other than potential personnel changes outside of Credit Suisse’s control) are currently contemplated as a result
of the Merger.
The foregoing summary is intended to provide
a brief overview of the discussion of Proposal 1 and Proposal 2 that follows and is qualified in its entirety by such discussion.
Background
Prior Advisory Agreements
The Trusts were party, on behalf of their respective
Open-End Funds, to an Amended and Restated Investment Management Agreement, dated November 16, 2016, as further amended on May 25,
2021, with Credit Suisse (the “Prior Open-End Fund Investment Advisory Agreement”). CIK was party to an Amended and Restated
Investment Management Agreement, dated November 15, 2016, as further amended on May 25, 2021, with Credit Suisse (the “Prior
CIK Investment Advisory Agreement”). DHY was party to an Amended and Restated Investment Management Agreement, dated November 15,
2016, as further amended on May 25, 2021, with Credit Suisse (the “Prior DHY Investment Advisory Agreement” and collectively
with the Prior Open-End Fund Investment Advisory Agreement and the Prior CIK Investment Advisory Agreement, the “Prior Investment
Advisory Agreements”). Credit Suisse and Credit Suisse UK were party to a Sub-Advisory Agreement, dated August 14, 2012 with
respect to the Strategic Income Fund (the “Prior Sub-Advisory Agreement” and together with the Prior Investment Advisory Agreements,
the “Prior Advisory Agreements”). Each Prior Advisory Agreement was last approved by the respective Board, including a majority
of the Directors or Trustees (collectively, the “Board Members”), as applicable, who are not “interested persons”
(as defined in the 1940 Act) of any party to such agreement (collectively, the “Independent Board Members”), at the November 2022
15(c) Meeting (as defined below). The date of each Prior Advisory Agreement’s most recent shareholder approval is set out in
Appendix B.
Each Prior Advisory Agreement provided that such
agreement would automatically terminate in the event of its assignment, as required by Section 15(a) of the 1940 Act. An “assignment”
of an investment advisory contract includes a direct or indirect transfer of a controlling block of the investment adviser’s outstanding
voting securities (sometimes referred to as a “change of control”). Because CS Group indirectly owned 100% of the outstanding
voting securities of each Credit Suisse Investment Adviser, the Merger of CS Group with and into UBS Group was deemed to result in an
assignment of each Prior Advisory Agreement and, therefore, the automatic termination of each Prior Advisory Agreement on the Closing
Date.
Each Fund will comply with Section 15(f) of
the 1940 Act, which provides that, when a change in control of an investment adviser occurs which results in an assignment of an investment
advisory agreement with a registered fund, the investment adviser or any of its affiliated persons may receive any amount or benefit in
connection with the change in control transaction as long as two conditions are met. The first condition of Section 15(f) specifies
that, during the three-year period immediately following the transaction resulting in the assignment, at least 75% of the fund’s
board of directors must not be “interested persons” of the new investment adviser or the predecessor investment adviser (in
a change of control transaction like the Merger, the new and predecessor investment adviser are the same entity). The second condition
specifies that no “unfair burden” may be imposed on the fund as a result of the transaction resulting in the assignment or
any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the
1940 Act, includes any arrangement during the two-year period after the change in control transaction whereby the investment adviser (or
predecessor or successor advisers), or any “interested person” (as defined in the 1940 Act) of any such investment adviser,
receives or is entitled to receive any compensation, directly or indirectly, from any person in connection with the purchase or sale of
securities or other property to, from, or on behalf of the fund (other than fees for bona fide principal underwriting services) or from
a fund or its security holders (other than fees for bona fide investment advisory or other services).
Interim Advisory Agreements
Rule 15a-4 under the 1940 Act permits a person
to act as an investment adviser to a registered investment company under an interim advisory agreement that has not been approved by the
company’s shareholders for a period of 150 days following the date on which the previous agreement was deemed to terminate (in this
case, the Closing Date), subject to the requirements of the rule set out below. At the May 2023 Board Meeting (as defined below),
each Fund’s Board, including a majority of the Board Members who are not “interested persons” (as defined in the 1940
Act) of the Fund, unanimously approved an interim investment advisory agreement with Credit Suisse (each, an “Interim Investment
Advisory Agreement”), and the Board of the Strategic Income Fund, including a majority of the Board Members who are not “interested
persons” of the Strategic Income Fund, unanimously approved an interim sub-advisory agreement between Credit Suisse and Credit Suisse
UK with respect to such Fund (the “Interim Sub-Advisory Agreement” and together with the Interim Investment Advisory Agreements,
the “Interim Advisory Agreements”), in each case in accordance with Rule 15a-4 and on the same terms and conditions as
the Prior Advisory Agreements (except for certain differences required or permitted by Rule 15a-4). The Interim Advisory Agreements
went into effect on the Closing Date. The Interim Advisory Agreements are not subject to shareholder approval, and you are not being
asked to approve these agreements.
The Interim Advisory Agreement(s) for each
Fund satisfy the following criteria required by Rule 15a-4 under the 1940 Act: (1) the compensation under the applicable Interim
Advisory Agreement is no greater than Credit Suisse’s or Credit Suisse UK’s compensation under the respective Prior Advisory
Agreement; (2) the Fund’s Board, including a majority of the Board Members who are not “interested persons” of
the Fund, voted in person to approve the applicable Interim Advisory Agreement prior to the termination of the respective Prior Advisory
Agreement; (3) the Fund’s Board, including a majority of the Board Members who are not “interested persons” of
the respective Fund, determined that the scope and quality of services to be provided to the Fund under the applicable Interim Advisory
Agreement will be at least equivalent to the scope and quality of services provided under the respective Prior Advisory Agreement; (4) the
applicable Interim Advisory Agreement provides that the Fund’s Board or a majority of the Fund’s shareholders may terminate
the applicable Interim Advisory Agreement at any time, without the payment of any penalty, on not more than 10 calendar days’ written
notice to Credit Suisse and Credit Suisse UK, as applicable; (5) the applicable Interim Advisory Agreement contains the same terms
and conditions as the respective Prior Advisory Agreement, with the exception of the effective and termination dates, the termination
and escrow provisions required by Rule 15a-4 and certain differences that the Fund’s Board, including a majority of the Board
Members who are not “interested persons” of the Fund,” found to be immaterial; and (6) the applicable Interim Advisory
Agreement provides that (a) the compensation earned under such agreement will be held in an interest-bearing escrow account with
a bank; (b) if a majority of the Fund’s shareholders approve the Fund’s respective New Advisory Agreement by the end
of the 150-day period following the Closing Date, the amount in the escrow account (including interest earned) will be paid to Credit
Suisse or Credit Suisse UK, as applicable; and (c) if a majority of the Fund’s shareholders do not approve the Fund’s
respective New Advisory Agreement, Credit Suisse or Credit Suisse UK, as applicable, will be paid, out of the escrow account, the lesser
of (i) any costs incurred in performing the Interim Advisory Agreement (plus interest earned on that amount while in escrow), or
(ii) the total amount in the escrow account (plus interest earned).
New Advisory Agreements
To ensure that Credit Suisse and Credit Suisse
UK, as applicable, can continue to provide investment advisory services to the Funds and that each Fund’s operations continue uninterrupted
until the changes to the Fund’s investment adviser(s) as part of the UBS Transition are finalized over the course of the Time-Limited
Exemption, we are asking shareholders of each Fund in Proposal 1 to approve a new investment advisory agreement with Credit Suisse (each,
a “New Investment Advisory Agreement”) and, in Proposal 2, we are asking shareholders of the Strategic Income Fund to approve
a new sub-advisory agreement between Credit Suisse and Credit Suisse UK with respect to such Fund (the “New Sub-Advisory Agreement”
and together with the New Investment Advisory Agreements, the “New Advisory Agreements”).
Shareholder approval of Proposal 1 by one Fund
is not contingent upon shareholder approval of Proposal 1 by any other Fund. However, Proposal 2, with respect to the Strategic Income
Fund, is contingent upon shareholder approval of Proposal 1. Therefore, if the shareholders of the Strategic Income Fund do not approve
Proposal 1, then Proposal 2 will be deemed null and the Board of that Fund will then consider whether other actions, if any, are warranted.
Copies of the New Investment Advisory Agreement
for each of the Open-End Funds, CIK and DHY are attached in Appendix C, Appendix D and Appendix E, respectively.
A copy of the New Sub-Advisory Agreement with respect to the Strategic Income Fund is attached in Appendix F.
At a meeting held on May 16, 2023 (the “May 2023
Board Meeting”), in anticipation of the closing of the Merger, each Board, including a majority of Independent Board Members, unanimously
approved a New Investment Advisory Agreement between each Fund and Credit Suisse and the Board of the Strategic Income Fund unanimously
approved the New Sub-Advisory Agreement between Credit Suisse and Credit Suisse UK with respect to such Fund. Each Fund’s New Investment
Advisory Agreement and, in the case of the Strategic Income Fund, the New Sub-Advisory Agreement, as approved by the Board, is submitted
for approval by the shareholders of the Fund and must be voted upon separately by shareholders of that Fund who held shares of the Fund
as of the Record Date. If a Fund’s shareholders approve a New Advisory Agreement with respect to that Fund, it will go into effect
upon approval by that Fund’s shareholders.
No changes to the Funds’ investment objective(s),
principal investment strategies and policies, principal risks, fundamental and non-fundamental investment policies or portfolio managers
(previously defined as “Fund-specific changes”) (other than potential personnel changes outside of Credit Suisse’s control)
are currently contemplated as a result of the Merger. In addition, the composition of each Board has not changed and no changes to the
members of the Board are currently contemplated as a result of the Merger. Each Board will continue to make decisions regarding Credit
Suisse, Credit Suisse UK (as applicable), the custodian, the administrator, the distributor and the transfer agent of the Funds. No changes
are being proposed to these existing service providers or the fees currently charged to the Funds by such service providers at this time.
Although no Fund-specific changes are currently
contemplated as a result of the Merger, shareholders should note that the Credit Suisse Investment Advisers are expected to transition
the investment advisory services that they currently provide to the Funds to one or more registered investment advisers affiliated with
UBS Group (the “UBS Investment Advisers”) on or prior to June 12, 2024 (the “UBS Transition”). With respect
to each Credit Suisse Investment Adviser, it is currently anticipated that the UBS Transition will be effected by: (i) merging the
Credit Suisse Investment Adviser into a UBS Investment Adviser (with the UBS Investment Adviser surviving), (ii) transferring the
Credit Suisse Investment Adviser’s investment advisory agreements with the Funds (and in the case of Credit Suisse UK, the sub-advisory
agreement between Credit Suisse and Credit Suisse UK with respect to the Strategic Income Fund) to one or more UBS Investment Advisers,
and/or (iii) having the Funds enter into new investment advisory agreements and, if applicable, sub-advisory agreements with one
or more UBS Investment Advisers. These actions would be subject to approval by the Board of each Fund and, depending on the structure
of the UBS Transition, may also require approval by Fund shareholders.
In connection with,
or following the completion of, the UBS Transition, it is possible that there could be Fund-specific changes. In addition, subject
to Board approval, the distribution services provided to the Open-End Funds by CSSU (as defined below) will be transitioned to UBS
and one or more other Fund service providers may change prior to the expiration of the Time-Limited Exemption in connection with the
UBS Transition. However, the exact structure and timing of the UBS Transition and Fund-specific changes (if any) related to the UBS
Transition have not yet been finalized. Any Fund-specific changes would be implemented without shareholder approval to the extent
permitted under the federal securities laws (except for any changes to a Fund’s fundamental investment policies, which would
require shareholder approval). Shareholders of a Fund will be promptly notified of any material Fund-specific changes. Your vote
to approve your Fund’s new investment advisory agreement with Credit Suisse is necessary to ensure that Credit Suisse and, in
the case of the Strategic Income Fund, Credit Suisse UK, can continue to manage your Fund at least until the UBS Transition is
completed prior to the expiration of the Time-Limited Exemption one year after the Closing Date (i.e., on or prior to June 12,
2024).
Time-Limited Exemption from Disqualification Under Section 9(a) of
the 1940 Act
In determining how to vote for the Proposals,
shareholders should carefully consider the Time-Limited Exemption (as defined below) for which Credit Suisse, Credit Suisse UK and certain
of their affiliates have applied to the Commission. The investment advisory services that the Credit Suisse Investment Advisers currently
provide to the Funds will be transitioned to one or more UBS Investment Advisers in the UBS Transition and the distribution services that
Credit Suisse Securities (USA) LLC (“CSSU”) provides to the Open-End Funds will be transitioned to one or more UBS distributors
on or prior to the expiration of the Time-Limited Exemption.
On December 17, 2013, the New Jersey Bureau
of Securities filed a complaint in the Superior Court of New Jersey, Mercer County Chancery Division (the “Court”) alleging
that CSSU, Credit Suisse First Boston Mortgage Securities Corp. (“FBMSC”) and DLJ Mortgage Capital, Inc. (“DLJ”
and, together with CSSU and FBMSC, the “Settling Entities”) violated the New Jersey Uniform Securities Law in connection with
the offer, sale, or purchase of residential mortgage-backed securities prior to the global financial crisis of 2008. On October 24,
2022, the Court entered a Consent Order and Final Judgment (“Consent Judgment”) negotiated and submitted by the parties. The
Consent Judgment also states that “Credit Suisse shall not violate the [New Jersey] Securities Law” or the Consent Judgment
or a related administrative consent order. The Credit Suisse Investment Advisers were not involved in the conduct underlying the Consent
Judgment.
Section 9(a) of the 1940 Act automatically
prohibits entities that are, or whose affiliates are, subject to, among other things, certain court ordered “injunctions,”
from serving or acting as investment adviser of any investment company registered under the 1940 Act or a principal underwriter for any
registered open-end investment company under the 1940 Act, or serving in various other capacities in respect of registered investment
companies. Credit Suisse and Credit Suisse UK provide investment advisory services to Funds, and CSSU serves as principal underwriter
to the Open-End Funds. Because Credit Suisse and Credit Suisse UK are affiliates of the Settling Entities, they could also be subject
to disqualification under Section 9(a), despite not being involved in the conduct underlying the Consent Judgment. Upon learning
of the terms of the Consent Judgment and the potential consequences thereof under Section 9(a), Credit Suisse promptly contacted
the Boards and the Staff of the Commission.
On June 7, 2023, the Credit Suisse Investment
Advisers and the Settling Entities (collectively, the “Applicants”) submitted an application to the Commission pursuant to
Section 9(c) of the 1940 Act. The Applicants applied for:
| (1) | a temporary order (the “Temporary Order”) granting a temporary exemption from Section 9(a) of the 1940 Act to
the Applicants to serve as investment adviser to the Funds and as underwriter to the Open-End Funds (collectively, “Fund Servicing
Activities”) and to any company that became an “affiliated person” (as defined in the 1940 Act) of an Applicant as of
the Closing Date or that becomes an “affiliated person” of an Applicant following the Closing Date (collectively, the “UBS
Covered Persons”) to serve in any of the capacities referenced in Section 9(a) pending the determination of the Commission
on the application for a permanent order; and |
| (2) | a permanent order (the “Permanent Order”) that would: |
| (a) | if granted prior to the 12-month anniversary of the Closing Date, provide to the Applicants a time-limited exemption from Section 9(a) of
the 1940 Act (the “Time-Limited Exemption”) for 12 months from the Closing Date to provide Credit Suisse, Credit Suisse UK
and CSSU with adequate time to complete the CS Fund Servicing Reorganization (as defined below) while engaged in the Fund Servicing Activities;
and |
| (b) | provide a permanent exemption to the UBS Covered Persons from Section 9(a) of the 1940 Act so as to serve in any of the
capacities referenced in that Section. |
The “CS Fund Servicing Reorganization” refers to the process
of (i) transitioning the Fund Servicing Activities that Credit Suisse, Credit Suisse UK and CSSU perform on behalf of one or more
of the Funds to other providers of such services, and/or (ii) restructuring the Applicants’ businesses such that Credit Suisse,
Credit Suisse UK and/or each other company that was an “affiliated person” of the Settling Entities as of the date of the
Section 9(c) application may provide Fund Servicing Activities without being subject to disqualification under Section 9(a) of
the 1940 Act.
On June 7, 2023 (prior to the Closing Date),
the Commission granted the Temporary Order. On July 5, 2023, the Commission granted the Permanent Order.
The Credit Suisse Investment Advisers and CSSU
will be disqualified from engaging in Fund Servicing Activities for the Funds upon the expiration of the Time-Limited Exemption (i.e.,
on the 12-month anniversary of the Closing Date on June 12, 2024), unless the Applicants’ businesses are restructured such
that the Credit Suisse Investment Advisers are no longer affiliated persons of the Settling Entities (which is not expected to occur).
As noted above, the Fund Servicing Activities provided by the Credit Suisse Investment Advisers and CSSU will be transitioned to one or
more UBS Investment Advisers and one or more UBS distributors, respectively, on or prior to the expiration of the Time-Limited Exemption.
Comparison of the Prior Advisory Agreements and the New Advisory
Agreements
The terms of each New Advisory Agreement are identical
to the terms of the corresponding Prior Advisory Agreement, except for the dates of execution, effectiveness and termination and certain
non-material changes. Each Prior Advisory Agreement had, and the corresponding New Advisory Agreement has, an initial period of two years
and thereafter shall continue automatically for successive annual periods, provided such continuance is specifically approved at least
annually by (a) the Board of the applicable Fund or (b) a vote of a “majority” (as defined in the 1940 Act) of the
Fund’s outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Independent
Board Members, by vote cast in person at a meeting called for the purpose of voting on such approval.
Appendix G sets out the advisory fee rate
payable by each Fund under its Prior Investment Advisory Agreement and its New Investment Advisory Agreement and the sub-advisory fee
rate payable by Credit Suisse to Credit Suisse UK with respect to the Strategic Income Fund under the Prior Sub-Advisory Agreement and
the New Sub-Advisory Agreement. Under each Fund’s New Investment Advisory Agreement, the advisory fee rates payable by the Fund
will be the same as those under the Fund’s Prior Investment Advisory Agreement, and under the New Sub-Advisory Agreement, the sub-advisory
fees payable by Credit Suisse to Credit Suisse UK will be the same as those under the Prior Sub-Advisory Agreement.
Each Prior Advisory Agreement and the corresponding
New Advisory Agreement may be terminated with respect to a Fund at any time without the payment of any penalty, on 60 days’ written
notice to Credit Suisse by the Board or by a vote of the majority of the respective Fund’s outstanding voting securities. Each Prior
Advisory Agreement and the corresponding New Advisory Agreement may be terminated by Credit Suisse on 90 days’ written notice to
the respective Fund. Each Prior Advisory Agreement and the corresponding New Advisory Agreement will also terminate automatically in the
event of its “assignment” (as defined in the 1940 Act).
Board Review and Approval of the New Advisory Agreements
As noted above, each Board, including a majority
of the Independent Board Members of each Board, unanimously approved the New Advisory Agreement(s) at the May 2023 Board Meeting
after concluding that the approval of the New Advisory Agreement(s) was in the best interests of the respective Fund(s) and
its shareholders. The factors considered by each Board in considering and approving the New Advisory Agreement are set out below.
In anticipation of the closing of the Merger, and
in response to a request from the Board, representatives of UBS attended the May 2023 Board Meeting and provided information regarding
the UBS asset management business and the investment advisory and principal underwriting services currently provided to the UBS family
of registered investment companies (the “UBS Presentation”).
Each Board’s evaluation of the New Advisory
Agreements reflected information provided at the May 2023 Board Meeting as well as, where relevant, information relating to each
Fund, Credit Suisse and Credit Suisse UK, that was previously furnished to the Board in connection with a special meeting held on November 9,
2022, where the Boards discussed the information and materials relating to the renewal of the Prior Advisory Agreements, and at an in
person meeting held on November 14-15, 2022 (“November 2022 15(c) Meeting”), where each Board approved the
renewal of the respective Prior Advisory Agreement(s) (collectively, the “November 2022 15(c) Materials”),
and information provided to the Boards at other Board meetings throughout the year. The Boards considered Credit Suisse’s representations
at the May 2023 Board Meeting that (i) no material changes to the information provided in the November 2022 15(c) Materials
had occurred since the November 2022 15(c) Meeting and (ii) the personnel, resources and services provided to the Funds
are not expected to change under the New Advisory Agreements and will be similar to those services provided under the Prior Advisory Agreements.
Each Board, including all of the Independent Board
Members, were assisted by experienced independent legal counsel throughout the New Advisory Agreement review process. The Independent
Board Members discussed the proposed approvals in private session with such counsel at which no representatives of management, Credit
Suisse or Credit Suisse UK were present. Each Board Member, including each of the Independent Board Members, relied upon the advice of
independent legal counsel and his or her own business judgment in determining the material factors to be considered in evaluating the
New Advisory Agreements and the weight to be given to each such factor. The conclusions reached by the Board Members were based on a comprehensive
evaluation of all of the information provided and were not the result of any one factor. Moreover, each Board Member may have afforded
different weight to the various factors in reaching his or her conclusions with respect to the New Advisory Agreements.
While the application for the Section 9(c) exemption
was submitted and the Temporary Order was granted after the Board approved the New Advisory Agreements at the May 2023 Board Meeting,
since shortly after the entry of the Consent Judgment in October 2022, the Boards have been apprised of the Consent Judgment and
the potential consequences thereof under Section 9(a) of the 1940 Act and have been provided with regular updates. In addition,
the Boards were apprised of the filing of the Section 9(c) exemption application and the implications of the Time-Limited Exemption
prior to approving the submission of the New Advisory Agreements to shareholders at a meeting of the Boards held on June 15, 2023.
Investment Advisory Fee Rates and Expenses
Each Board reviewed and considered the contractual
advisory fees of each Fund under its Prior Advisory Agreement(s) and its New Advisory Agreement(s) set out in Appendix G
(which fees are identical), in light of the extent and quality of the management services provided by Credit Suisse, as investment adviser,
and, in the case of the Strategic Income Fund, by Credit Suisse UK, as sub-adviser. The Board of the Strategic Income Fund noted that
the compensation paid to Credit Suisse UK does not increase the fees or expenses otherwise incurred by the Fund.
The Board of each Open-End Fund also considered
that Credit Suisse and the Fund have entered into a contractual expense limitation agreement limiting the Fund’s total net expenses
and that each of these arrangements were expected to continue under the New Advisory Agreements. The Boards of the Open-End Funds noted
that each Open-End Fund is authorized to reimburse Credit Suisse for advisory fees previously limited and/or for expenses previously reimbursed
by Credit Suisse, provided, however, that any reimbursements must be paid at a date not more than thirty-six months following the applicable
month during which such fees were limited or expenses were reimbursed by Credit Suisse and the reimbursements do not cause the Fund to
exceed the applicable expense limitation at the time the fees are recouped. The Board also noted that the expense limitation agreements
may not be terminated before February 28, 2024.
The Board of DHY also considered that, currently,
Credit Suisse voluntarily waives 0.15% of advisory fees on the first $200 million of the average
weekly value of the Fund’s total assets minus the sum of liabilities (other than the aggregate indebtedness constituting leverage)
(the “Managed Assets”) and 0.25% of advisory fees on the next $50 million of the
Fund’s Managed Assets. In addition, the Board considered DHY’s actual advisory fee rate of 0.831% for the fiscal year
ended October 31, 2022 paid by DHY after taking into account the voluntary advisory fee waiver, as well as the advisory fee breakpoint
in the Fund’s Prior Investment Advisory Agreement (which breakpoint is also included in the Fund’s New Investment Advisory
Agreement). The Board of DHY acknowledged that the voluntary advisory fee waiver could be
discontinued at any time.
The November 2022 15(c) Materials included
information comparing each Fund’s contractual advisory fee, each Fund’s contractual advisory fee less any waivers and/or reimbursements
(“actual advisory fee”), and each Fund’s overall expenses with those of funds in both the relevant expense group (each,
an “Expense Group”) and universe of funds (each, an “Expense Universe”) provided by Broadridge, an independent
provider of investment company data. The November 15(c) Materials included a description of the methodology used to arrive at
the funds included in the Expense Group and the Expense Universe. Each fund in the relevant Expense Group and Expense Universe was placed
in one of five quintiles for each relevant comparison period, with the first quintile including the funds with the lowest relative expenses
and the fifth quintile including funds with the highest relative expenses during the period. Each Fund’s Board noted the following
with respect to the Fund’s fees and expenses compared to its peers as presented in a report provided by Broadridge:
| ● | Credit Suisse Commodity Return Strategy Fund’s (the “Commodity Fund”) contractual advisory fees ranked in the third
quintile relative to its Expense Group, the Fund’s actual advisory fees ranked in the second quintile relative to its Expense Group
and Expense Universe, and the Fund’s total expenses ranked in the third quintile relative to its Expense Group and the second quintile
relative to its Expense Universe. |
| ● | Credit Suisse Floating Rate High Income Fund’s (the “Floating Rate Fund”) contractual advisory fees ranked in the
fourth quintile relative to its Expense Group, and the Fund’s actual advisory fees and total expenses ranked in the second quintile
relative to its Expense Group and its Expense Universe. |
| ● | Strategic Income Fund’s contractual advisory fees ranked in the fifth quintile relative to its Expense Group, the Fund’s
actual advisory fees ranked in the fourth quintile relative to its Expense Group and the fifth quintile relative to its Expense Universe,
and the Fund’s total expenses ranked in the fourth quintile of its Expense Group and Expense Universe. |
| ● | Credit Suisse Managed Futures Strategy Fund’s (the “Managed Futures Fund”) contractual advisory fees ranked in the
second quintile relative to its Expense Group, the Fund’s actual advisory fees ranked in the third quintile relative to its Expense
Group and Expense Universe, and the Fund’s total expenses ranked in the first quintile relative to its Expense Group and Expense
Universe. |
| ● | Credit Suisse Multialternative Strategy Fund’s (the “Multialternative Strategy Fund”) contractual advisory fees
ranked in the second quintile relative to its Expense Group, and the Fund’s actual advisory fees and total expenses ranked in the
first quintile relative to its Expense Group and Expense Universe. |
| ● | Commodity Return Strategy Portfolio’s (the “Commodity Portfolio”) contractual advisory fees ranked second in its
Expense Group (which is comprised of four funds), the Fund’s actual advisory fees ranked third in its Expense Group and in the second
quintile relative to its Expense Universe, and the Fund’s total expenses ranked fourth in its Expense Group and in the fourth quintile
relative to its Expense Universe. |
| ● | CIK’s contractual advisory fees ranked in the first quintile relative to its Expense Group, and the Fund’s actual advisory
fees and total expenses ranked in the first quintile relative to its Expense Group and Expense Universe. |
| ● | DHY’s contractual advisory fees ranked in the fifth quintile relative to its Expense Group, the Fund’s actual advisory
fees ranked in the third quintile of its Expense Group and Expense Universe, and the Fund’s total expenses ranked in the first quintile
of its Expense Group and the second quintile of its Expense Universe. |
Nature, Extent and Quality of the Services
Each Board received and considered information
regarding the nature, extent and quality of services provided to its respective Fund(s) by Credit Suisse and, in the case of the
Strategic Income Fund, by Credit Suisse UK. Each Board also noted information received at regular meetings throughout the year related
to the services rendered by Credit Suisse which, in addition to portfolio management and investment management services, included credit
analysis and research, supervising the day-to-day operations of each Fund’s non-advisory functions which include accounting, administration,
custody, transfer agent and other applicable third party service providers, overseeing and facilitating audits, overseeing each applicable
Fund’s credit facility and supervising and/or preparing applicable Fund filings, disclosures and shareholder reports. Each Board
noted that the extensive investment management services provided by Credit Suisse included broad supervisory responsibility and oversight
over other service providers to the Funds. Each Board also considered Credit Suisse’s compliance program with respect to the Funds.
Each Board noted that Credit Suisse reports to the Boards about portfolio management and compliance matters on a periodic basis. Each
Board also reviewed background information about Credit Suisse and, in the case of the Strategic Income Fund, Credit Suisse UK, including
their respective Form ADV Part 2 – Disclosure Brochure and, with respect to Credit Suisse, Brochure Supplement and considered
the background and experience of Credit Suisse’s senior management and the expertise of, and the amount of attention given to the
Fund by, senior personnel of Credit Suisse. In addition, each Board reviewed the qualifications, backgrounds and responsibilities of the
portfolio management team primarily responsible for the day-to-day portfolio management of the respective Fund and the extent of the resources
devoted to research and analysis of actual and potential investments, as well as the resources provided to them. Each Board evaluated
the ability of each of Credit Suisse and, in the case of the Strategic Income Fund, Credit Suisse UK, based on its resources, reputation
and other attributes, to attract and retain qualified investment professionals including research, advisory, and supervisory personnel.
Each Board also received and considered information about the nature, extent and quality of services and fee rates offered to other Credit
Suisse clients for comparable services. Each Board acknowledged Credit Suisse’s representation that the services provided to the
Funds are more extensive than the services provided in connection with other types of accounts, such as separate accounts, offered by
Credit Suisse and the services are also more extensive from those offered and provided to a sub-advised fund. Each Board also considered
that the services provided by Credit Suisse have expanded over time as a result of regulatory and other developments.
In approving the New Sub-Advisory Agreement, the
Board of the Strategic Income Fund considered the benefits of retaining Credit Suisse’s affiliate as the Fund’s sub-adviser
and Credit Suisse UK’s investment style.
Fund Performance
Each Board considered information provided in the
November 2022 15(c) Materials and at each subsequent quarterly meeting to consider the performance of its respective Fund(s).
That information in the November 2022 15(c) Materials included performance results of each Fund over the previous year ended
August 31, 2022 as well as over the two-, three-, four-, five-, and ten-year periods, as applicable, ended August 31, 2022 along
with comparisons both to the relevant performance group (each, a “Performance Group”) and universe of funds (each, a “Performance
Universe”) for the Fund for the same time periods provided by Broadridge. The November 2022 15(c) materials included a
description of the methodology used to arrive at the funds included in the Performance Group and the Performance Universe. Each fund in
the relevant Performance Universe was placed in one of five quintiles for each relevant comparison period, with the first quintile including
the best performing funds and the fifth quintile including the worst performing funds during the period. Each Fund’s Board noted
the following with respect to the Fund’s performance compared to its peers as presented in a report provided by Broadridge, along
with other information provided by Credit Suisse, as applicable:
| ● | Commodity Fund’s performance ranked in the second quintile relative to its Performance Universe for the one-, three- and four-year
periods reported, and the Fund ranked in the third quintile relative to its Performance Universe for the two-, five- and ten-year periods
reported. |
| ● | Floating Rate Fund’s performance ranked in the first quintile relative to its Performance Universe for the one-, two-, three-,
four-, five- and ten-year periods reported. |
| ● | Strategic Income Fund’s performance ranked in the first quintile relative to its Performance Universe for the one-, two-, three-,
four- and five-year periods reported. |
| ● | Managed Futures Fund’s performance ranked in the second quintile relative to its Performance Universe for the one- and two-year
periods reported, the Fund’s performance ranked in the third quintile relative to its Performance Universe for the three- and four-year
periods reported, and the Fund’s performance ranked in the fourth quintile relative to its Performance Universe for the five-year
period reported. |
| ● | Multialternative Strategy Fund’s performance ranked in the first quintile relative to its Performance Universe for the one-,
two-, three-, four-, five-, and ten-year periods reported. |
| ● | Commodity Portfolio’s performance ranked in the second quintile relative to its Performance Universe for the one-year period
reported, ranked in the fifth quintile relative to its Performance Universe for the two- and five-year periods reported, and ranked in
the fourth quintile relative to its Performance Universe for the three- and four-year periods reported. |
| ● | CIK’s performance ranked in the first quintile relative to its Performance Universe for the one-, three-, four- five-, and ten-year
periods reported, and the Fund’s performance ranked in the second quintile for the two-year period reported. CIK’s Board concluded
that the Fund has continued to trade relatively well, at a small discount to net asset value, based on Lipper data provided by Credit
Suisse reflecting CIK’s historical share price and net asset value. |
| ● | DHY’s performance ranked in the second quintile relative to its Performance Universe for the one- and two-year periods reported,
and the Fund’s performance ranked in the first quintile relative to its Performance Universe over the three-, four-, five-, and
ten-year periods reported. DHY’s Board concluded that the Fund has continued to trade relatively well, at a discount to net asset
value, based on Lipper data provided by Credit Suisse reflecting DHY’s historical share price and net asset value. |
Each Board also considered the investment performance
of the respective Fund(s) relative to its stated objectives.
Each Board noted that at the May 2023 Board
Meeting, the Boards received information from Credit Suisse regarding (i) with respect to the Commodity Fund and Commodity Portfolio,
each Fund’s performance relative to its benchmark for the one- and three-month, year-to-date and one-, three-, five- and ten-year
and since inception periods ended March 31, 2023; (ii) with respect to the Multialternative Strategy Fund and Managed Futures
Fund, each Fund’s performance relative to its benchmark for each month of 2023 and each quarter from the quarter ended June 30,
2020 through the quarter ended March 31, 2023, in addition to relative to its select peers for the three-month and one-, three- and
five-year and since inception periods ended March 31, 2023; and (iii) with respect to the Strategic Income Fund, Floating Rate
Fund, CIK and DHY, each Fund’s performance relative to its benchmark and select peers for the three- and six-month and one-, three-,
five-, and ten-year periods ended March 31, 2023, as applicable.
Credit Suisse Profitability
Each Board referred to a profitability analysis
of Credit Suisse provided in the November 2022 15(c) Materials based on the fees payable under the Prior Investment Advisory
Agreements and the New Investment Advisory Agreements for the Funds, including any fee waivers, as well as other relationships between
the Funds on the one hand and Credit Suisse affiliates on the other. Each Board’s deliberations also reflected, in the context of
Credit Suisse’s profitability, Credit Suisse’s methodology for allocating costs to the Funds, recognizing that cost allocation
methodologies are inherently subjective. Each Board had also received net profitability information for all of the Funds. Each Board reviewed
Credit Suisse’s profit margin as reflected in the profitability analysis, as well as reviewing profitability in light of appropriate
court cases and the services rendered to the Funds.
Economies of Scale
Each Board considered information provided in the
November 2022 15(c) Materials regarding whether there have been economies of scale with respect to the management of the Funds,
whether the Funds have appropriately benefited from any economies of scale, and whether there is potential for realization of any further
economies of scale for the Funds as follows:
| ● | Open-End Funds – The Board of each Open-End Fund, other than the Floating Rate Fund, considered that, if the Fund’s
asset levels grow, further economies of scale potentially could be realized (although this is not guaranteed) and also noted the contractual
expense limitations currently in place between the Fund and Credit Suisse. The Board of the Floating Rate Fund noted that the Floating
Rate Fund’s contractual advisory fee had breakpoints that would allow investors to benefit directly in the form of lower fees as
Fund assets grow and also noted the contractual expense limitation currently in place between Floating Rate Fund and Credit Suisse. Those
Boards received information regarding Credit Suisse’s profitability in connection with providing investment management services
to each Open-End Fund, including Credit Suisse’s costs in providing the services. |
| ● | CIK – The Board considered that, if the Fund’s asset levels grow, further economies of scale potentially could
be realized (although this is not guaranteed) and the fact that the Fund does not pay advisory fees on the Fund’s leveraged assets.
Additionally, the Board noted the Fund has an effective shelf registration statement that permits it to conduct an at-the-market offering,
whereby the Fund may issue additional shares when the Fund’s shares are trading at a premium to its net asset value, and that between
November 17, 2021 and September 30, 2022, the Fund sold and issued approximately 277,489 new shares for a net increase in assets
of approximately $823,639. The Board received information regarding Credit Suisse’s profitability in connection with providing advisory
services to the Fund, including Credit Suisse’s costs in providing the services. |
| ● | DHY – The Board considered that the Fund’s contractual advisory fee had breakpoints that would allow investors
to benefit directly in the form of lower fees as Fund assets grow, as well as the voluntary advisory fee waiver. Additionally, at times
when the Fund’s shares have traded at a premium to its net asset value, the Fund has endeavored to conduct at-the-market offerings
to raise additional assets, most recently in 2017. The Board also noted that further economies of scale potentially could be realized
once the Fund’s shares again traded at a premium to net asset value whereby an additional at-the-market offering could be conducted
to increase the Fund’s assets. The Board received information regarding Credit Suisse’s profitability in connection with providing
advisory services to the Fund, including Credit Suisse’s costs in providing the services. |
Other Benefits to Credit Suisse
Each Board considered other benefits received by
Credit Suisse and its affiliates as a result of their relationship with the Funds previously included in the November 2022 15(c) Materials.
Such benefits included, among others, benefits potentially derived from an increase in Credit Suisse’s businesses and its reputation
as a result of its relationship with the Funds (such as the ability to market its advisory services to other clients and investors including
separate account or third party sub-advised mandates or other financial products offered by Credit Suisse and its affiliates), as well
as, with respect to the Open-End Funds, the fees paid to an affiliate of Credit Suisse for distribution services.
Each Board considered the standards Credit Suisse
applied in seeking best execution and Credit Suisse’s policies and practices regarding soft dollars and reviewed Credit Suisse’s
method for allocating portfolio investment opportunities among its advisory clients, as provided in the November 2022 15(c) Materials.
Other Factors and Broader Review
As discussed above, each Board previously reviewed
and referred to detailed materials received from Credit Suisse as part of this special approval process. Each Board also reviews and assesses
the quality of the services that each Fund receives throughout the year and reviews reports of Credit Suisse at least quarterly, which
include, among other things, detailed portfolio and market reviews, detailed fund performance reports, and Credit Suisse’s compliance
procedures.
Each Board also considered the information provided
by the representatives of UBS during the UBS Presentation at the May 2023 Board Meeting. In particular, each Board considered the
information regarding the investment advisory and principal underwriting services currently provided to the UBS family of registered investment
companies.
In addition, each Board considered representations
from Credit Suisse and UBS that there were no plans to make any changes to the investment objective(s), principal investment strategies
and policies, principal risks, fundamental and non-fundamental investment policies or portfolio managers (other than potential personnel
changes outside of Credit Suisse’s control) of the Funds upon the closing of the Merger.
Conclusions
After consideration of the foregoing, each Board
reached the following conclusions regarding the New Investment Advisory Agreements and, as applicable, the New Sub-Advisory Agreement
(in addition to the conclusions set forth above):
| ● | The contractual and net advisory fees for each Fund were reasonable in relation to the services provided by Credit Suisse and Credit
Suisse UK, as applicable. |
| ● | Each Board was satisfied by the nature, extent and quality of the investment advisory services provided to each Fund by Credit Suisse
and Credit Suisse UK, as applicable (and with respect to the Commodity Fund and Commodity Portfolio, in a challenging commodities environment),
and that, based on dialogue with management and counsel, the services to be provided by Credit Suisse and Credit Suisse UK, as applicable,
under the New Advisory Agreements are typical of, and consistent with, those provided to similar mutual funds by other investment advisers. |
| ● | With respect to the Open-End Funds and DHY, in light of the costs of providing investment management and other services to each Fund
and Credit Suisse’s and Credit Suisse UK’s, as applicable, ongoing commitment to each Fund and willingness to waive fees (in
the case of the Open-End Funds, by agreeing to a contractual expense limitation and, in the case of DHY, by agreeing to a voluntary advisory
fee waiver), Credit Suisse’s and Credit Suisse UK’s, as applicable, net profitability based on fees payable under the New
Advisory Agreements, as well as other ancillary benefits that Credit Suisse and its affiliates received, were considered reasonable. With
respect to CIK, in light of the costs of providing investment management and other services to the Fund and Credit Suisse’s ongoing
commitment to the Fund and willingness to base the fee on an average weekly base amount which, with respect to each quarter, is the average
of the lower of (i) the stock price (market value) of the Fund’s outstanding shares and (ii) the Fund’s net assets,
in each case determined as of the last trading day for each week during that quarter, Credit Suisse’s net profitability based on
fees payable under the Fund’s New Advisory Agreement, as well as other ancillary benefits that Credit Suisse and its affiliates
received, were considered reasonable. |
| ● | In light of the information received and considered by the Board, each Fund’s current fee structure was considered reasonable. |
No single factor reviewed by each Board was identified
by each Board as the principal factor in determining whether to approve the New Advisory Agreements. The Independent Board Members were
advised by separate independent legal counsel throughout the process. After consideration of these factors, each Fund’s Board concluded
that the approval of the New Advisory Agreements was in the best interests of the Fund and the Fund’s shareholders.
ADDITIONAL INFORMATION
Proxy Voting and Shareholder Meeting
All properly executed and timely received proxy
cards will be voted in accordance with the instructions marked thereon or otherwise provided therein. Accordingly, unless instructions
to the contrary are marked, proxy cards will be voted for the approval of each Fund’s New Investment Advisory Agreement and, in
the case of the Strategic Income Fund, approval of the New Sub-Advisory Agreement. A previously submitted proxy card can be revoked
by mail (addressed to the Secretary of the applicable Fund, c/o Credit Suisse Asset Management, LLC, Eleven Madison Avenue, Floor 2B,
New York, New York 10010), voting again through the toll-free number or the Internet address listed in the proxy card, or at the Meeting
by executing a superseding proxy card or by submitting a notice of revocation. Merely attending the Meeting, however, will not revoke
any previously submitted proxy card.
All shareholders of record of each Fund on the
Record Date are entitled to vote at the Meeting. Approval of each Proposal requires the vote of a “majority of the outstanding voting
securities” of the respective Fund entitled to vote on the applicable Proposal voting separately. A “majority of the outstanding
voting securities” is defined in the 1940 Act as either (i) the vote of 67% or more of the voting securities entitled to vote
on the applicable Proposal that are present at the Meeting, if the holders of more than 50% of the outstanding shares are present or represented
by proxy, or (ii) the vote of more than 50% of the outstanding voting securities entitled to vote on the applicable Proposal, whichever
is less.
A quorum for the Meeting will consist of the presence
in person or by proxy of the holders of record of: (i) in the case of Credit Suisse Opportunity Funds, Credit Suisse Trust and Credit
Suisse High Yield Bond Fund, a majority of the shares of the applicable Fund’s outstanding and entitled to vote at the Meeting,
and (ii) in the case of Credit Suisse Commodity Strategy Funds and Credit Suisse Asset Management Income Fund, Inc., one-third
of the shares of the applicable Fund’s outstanding and entitled to vote at the Meeting. If a beneficial owner of Fund shares does
not give voting instructions to its broker, the broker cannot vote those shares, and those shares would not count as present for a quorum
or for the vote on the Proposals. We urge you to instruct your broker or other nominee to vote
your shares. Abstentions, if any, will
have the effect of a negative vote against a Proposal. In the event that the necessary quorum to transact business or the vote required
to approve or reject the proposal described in the Joint Proxy Statement is not obtained at the Meeting with respect to a Trust, CIK or
DHY, the persons named as proxies may propose one or more adjournments of the Meeting with respect to the Trust in accordance with applicable
law to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of
CIK’s, DHY’s and/or the applicable Trust’s shares present in person or by proxy at the Meeting. The persons named as
proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the proposal described in the
Joint Proxy Statement and will vote against any such adjournment those proxies to be voted against such proposal.
Shares of the Commodity Return Strategy Portfolio,
a series of CS Trust, are sold to certain tax-qualified pension and retirement plans (“Qualified Plans”) and insurance companies
(“Insurance Companies”) and their separate accounts and are used as investment options under the Qualified Plans and under
variable annuity contracts and variable life insurance policies (“Variable Contracts”) issued by the Insurance Companies.
Variable Contract holders and Qualified Plan participants who select the Commodity Return Strategy Portfolio for investment through a
Variable Contract or Qualified Plan have a beneficial interest in the Portfolio, but do not invest directly in or hold shares of the Portfolio.
An Insurance Company or Qualified Plan that uses the Commodity Return Strategy Portfolio as a funding vehicle is, in most cases, the legal
shareholder of the Portfolio and, as such, has sole voting power with respect to the shares. However, under current law, the Insurance
Companies are required to solicit voting instructions from Variable Contract holders who beneficially own shares of the Commodity Return
Strategy Portfolio as of the Record Date and must vote all shares held in the separate account in proportion to the voting instructions
received for the Meeting. The Qualified Plans will also solicit voting instructions from Qualified Plan participants who beneficially
own shares of the Commodity Return Strategy Portfolio as of the Record Date. The Insurance Companies and the Qualified Plans will vote
shares of the Commodity Return Strategy Portfolio for which no instructions have been received in the same proportion as they vote shares
for which they have received instructions, even in instances where a broker would be prevented from exercising discretion. As a result,
the vote of a small number of shares could determine the outcome of the vote on the proposal. Unmarked voting instructions will be voted
in favor of the Proposal.
If any matter other than the Proposals properly
comes before the Meeting, the shares represented by proxies will be voted on all such other proposals in the discretion of the person
or persons voting the proxies. The Funds have not received notice of, and are not otherwise aware of, any other matter to be presented
at the Meeting.
AST Fund Solutions, LLC (the “Agent”)
has been engaged by Credit Suisse to assist with the distribution of proxy materials and the solicitation
and tabulation of proxies at an aggregate cost of approximately $527,000 to $680,000, plus
all reasonable out of pocket expenses incurred on behalf of each Fund. The solicitation cost will be borne by Credit Suisse out of its
own legitimate profits. As the Meeting date approaches, certain shareholders may receive a telephone call from a representative of the
Agent if their vote has not yet been received. Authorization to permit the Agent to execute proxies may be obtained by telephonic or electronic
transmitted instructions from shareholders. Proxies that are obtained telephonically will be recorded in accordance with the procedures
set forth below.
Shareholders Sharing the Same Address
As permitted by law, only one copy of this Joint
Proxy Statement may be delivered to shareholders residing at the same address, unless such shareholders have notified their respective
Fund of their desire to receive multiple copies of the shareholder reports and proxy statements that the Fund sends. If you would like
to receive an additional copy, please call (877) 674-6273 or write to Mutual Fund Operations c/o of David Shivkumar at Credit Suisse Funds,
Eleven Madison Avenue, New York, New York 10010. The Funds will then promptly deliver, upon request, a separate copy of this Joint Proxy
Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies
of their respective Fund’s shareholder reports and proxy statements in the future, and shareholders sharing an address that wish
to receive a single copy if they are receiving multiple copies, should also send a request as indicated.
Share and Class Information
As of the
close of business on the Record Date, each of the Funds has the number of shares outstanding as set forth in Appendix A (the “Outstanding
Shares”).
Ownership Information
Set forth
on Appendix H are persons who, to the knowledge of each Fund, beneficially owned more than five percent of the outstanding shares
of each Fund as of the Record Date.
Information
relating to the amount of the equity securities owned by the Board Members and executive officers of the Funds is set forth on Appendix
I.
Aggregate Fees and Brokerage
Commissions
Set forth
on Appendix J are the aggregate amount each Fund paid to Credit Suisse, and with respect to Strategic Income Fund, Credit Suisse
paid to Credit Suisse UK, as well as the aggregate distribution services fees paid by each Open-End Fund to CSSU with respect to its Class A
shares and Class C shares, as applicable, pursuant to the Plans of Distribution for each Fund’s Class A shares and Class C
shares, respectively, adopted under Rule 12b-1 under the 1940 Act, during the last fiscal year of each Fund.
The Funds
did not pay any commissions to affiliated broker-dealers during the fiscal years ended October 31, 2020, 2021 and 2022 or the fiscal
years ended December 31, 2020, 2021 and 2022, as applicable.
Information About the Funds’ Investment Manager, Sub-Adviser,
Co-Administrator/Administrator and Distributor
Each Fund’s investment manager and the Open-End
Funds’ co-administrator is Credit Suisse, Eleven Madison Avenue, New York, New York 10010. Credit Suisse UK, an affiliate of Credit
Suisse, acts as the Strategic Income Fund’s sub-adviser. Credit Suisse is a wholly-owned subsidiary of CSAM Americas Holding Corp.,
a holding company that is ultimately wholly-owned by Credit Suisse AG (“CSAG”) and located at Eleven Madison Avenue, New York,
New York 10010. Credit Suisse UK is a wholly-owned subsidiary of Credit Suisse Asset Management (UK) Holding Limited, a holding company
that is ultimately wholly-owned by CSAG and located at One Cabot Square, London E14 4QJ United Kingdom. Prior to the Merger, CSAG
was a wholly-owned subsidiary of CS Group and was the principal operating subsidiary of CS Group. Following the Merger, CSAG is now a
wholly-owned subsidiary of UBS Group, and UBS Group is the ultimate parent company of Credit Suisse and Credit Suisse UK and located at
Bahnhofstrasse 45, 8001 Zurich, Switzerland.
The Open-End Funds’ co-administrator and
the Closed-End Funds’ administrator is State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111. The
Open-End Funds’ distributor is Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010.
Information regarding the names, addresses and
principal occupations of the principal executive officers and directors of Credit Suisse and Credit Suisse UK, as well as those Board
members and officers of the Fund who hold positions with Credit Suisse or Credit Suisse UK, is set out in Appendix K.
Delaware Statutory Trust Act
— Control Share Acquisitions of DHY
Because DHY
is organized as a Delaware statutory trust, it is subject to the control share acquisition provisions (the “Control Share Statute”)
contained in Subchapter III of the Delaware Statutory Trust Act (the “DSTA”). The Control Share Statute became automatically
applicable to listed closed-end funds organized as Delaware statutory trusts, such as the Fund, upon its effective date of August 1,
2022.The Control Share Statute provides for a series of voting power thresholds above which shares are considered “control beneficial
interests” (referred to herein as “control shares”). The first such threshold is 10% or more, but less than 15%, of
all voting power. Voting power is defined by the Control Share Statute as the power to directly or indirectly exercise or direct the exercise
of the voting power of Fund shares in the election of trustees. Whether a voting power threshold is met is determined by aggregating the
holdings of the acquirer as well as those of its “associates,” which is broadly defined by the Control Share Statute.
Once a threshold
is reached, an acquirer has no voting rights under the DSTA or the governing documents of the Fund with respect to shares acquired in
excess of that threshold (i.e., the “control shares”) unless approved by shareholders or exempted by DHY’s Board. Approval
by shareholders requires the affirmative vote of two-thirds of all votes entitled to be cast on the matter, excluding shares held by the
acquirer and its associates as well as shares held by certain insiders of DHY. The Control Share Statute provides procedures for an acquirer
to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares. Further approval
by DHY’s shareholders would be required with respect to additional acquisitions of control shares above the next applicable threshold
level. DHY’s Board is permitted, but not obligated to, exempt specific acquisitions or classes of acquisitions of control shares,
either in advance or retroactively.
The Control
Share Statute does not retroactively apply to acquisitions of shares that occurred prior to the August 1, 2022 effective date. However,
such shares will be aggregated with any shares acquired after August 1, 2022 for purposes of determining whether a voting power threshold
is exceeded, resulting in the newly acquired shares constituting control shares.
The Control
Share Statute requires shareholders to disclose to DHY any control share acquisition within 10 days of such acquisition and, upon request,
to provide any information that the Board reasonably believes is necessary or desirable to determine whether a control share acquisition
has occurred.
Recent federal
and state court decisions have found that control share bylaw provisions are not consistent with the 1940 Act. Although these decisions
relate to closed-end funds that adopted a control share provision in their bylaws, as opposed to a closed-end fund becoming automatically
subject to a state’s control share statute (as is the case for DHY), it is possible that a court could decide that the aforementioned
precedent applies to DHY’s being subject to the Control Share Statute.
The foregoing
is only a summary of certain aspects of the Control Share Statute. Shareholders should consult their own legal counsel to determine the
application of the Control Share Statute with respect to their shares of the Fund and any subsequent acquisitions of shares.
Submission of Proposals for Next Meeting of Shareholders
Each Open-End Fund generally does not hold annual
shareholder meetings. Any shareholder who wishes to submit a proposal to be considered at a Trust’s next meeting of shareholders
should send the proposal to the Trust so as to be received within a reasonable time before the Board of Trustees makes the solicitation
relating to such meeting, in order to be included in the Trust’s proxy statement and form of proxy card relating to such meeting.
With respect to CIK, the next annual shareholder
meeting will take place in 2024. As noted in its proxy statement dated March 17, 2023, fund shareholders have until November 18,
2023 to submit a shareholder proposal to be considered for inclusion in CIK’s proxy materials relating to its 2024 annual meeting
of shareholders. Please refer to the proxy statement dated March 17, 2023 to determine if you are eligible to submit a shareholder
proposal and for instructions to submit the proposal.
With respect to DHY, the next annual shareholder
meeting will take place in 2024. As noted in its proxy statement dated December 27, 2022, fund shareholders have until August 29,
2023 to submit a shareholder proposal to be considered for inclusion in DHY’s proxy materials relating to its 2024 annual meeting
of shareholders. Please refer to the proxy statement dated December 27, 2022 to determine if you are eligible to submit a shareholder
proposal and for instructions to submit the proposal.
Other Matters
Management does not know of any matters properly
to be presented at the Meeting other than those mentioned in this Joint Proxy Statement. If any other matters properly come before the
Meeting, the shares represented by proxies will be voted with respect thereto in the discretion of the person or persons voting the proxies.
Reports to Shareholders
Each Fund will furnish each person to whom this
Joint Proxy Statement is delivered with a copy of its latest annual report and semi-annual report to shareholders upon request and without
charge. To request a copy, please call (877) 674-6273.
By Order of each Board,
Karen Regan
Secretary of the Funds
July 18, 2023
New York, New York
APPENDIX A
Outstanding Voting Shares
Fund Name and Class
| |
Number of Outstanding
Shares on Record Date | |
| CREDIT SUISSE COMMODITY RETURN STRATEGY FUND | |
| | |
| Class A | |
| 1,432,668 | |
| Class C | |
| 335,062 | |
| Class I | |
| 55,148,191 | |
| | |
| | |
| CREDIT SUISSE FLOATING RATE HIGH INCOME FUND | |
| | |
| Class A | |
| 17,462,849 | |
| Class C | |
| 6,898,335 | |
| Class I | |
| 317,360,247 | |
| | |
| | |
| CREDIT SUISSE STRATEGIC INCOME FUND | |
| | |
| Class A | |
| 2,641,340 | |
| Class C | |
| 3,226,448 | |
| Class I | |
| 27,008,852 | |
| | |
| | |
| CREDIT SUISSE MANAGED FUTURES STRATEGY FUND | |
| | |
| Class A | |
| 1,298,631 | |
| Class C | |
| 73,573 | |
| Class I | |
| 27,119,889 | |
| | |
| | |
| CREDIT SUISSE MULTIALTERNATIVE STRATEGY FUND | |
| | |
| Class A | |
| 7,938,072 | |
| Class I | |
| 30,959,985 | |
| | |
| | |
| COMMODITY RETURN STRATEGY PORTFOLIO | |
| | |
| Class 1 | |
| 1,752,774 | |
| Class 2 | |
| 30,249,637 | |
| | |
| | |
| CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC. | |
| 52,644,857 | |
| | |
| | |
| CREDIT SUISSE HIGH YIELD BOND FUND | |
| 103,513,735 | |
APPENDIX B
Shareholder Approval of the Prior Advisory Agreements
| Fund | |
Date of Most Recent Shareholder
Approval of Prior Investment
Advisory Agreement | |
Date of Most Recent
Shareholder Approval of
Prior Sub-Advisory
Agreement |
| Credit Suisse Commodity Return Strategy Fund | |
December 7, 2004 | |
N/A |
| Credit Suisse Floating Rate High Income Fund | |
March 23, 2001 | |
N/A |
| Credit Suisse Strategic Income Fund | |
September 21, 2012 | |
September 21, 2012 |
| Credit Suisse Managed Futures Strategy Fund | |
September 21, 2012 | |
N/A |
| Credit Suisse Multialternative Strategy Fund | |
April 11, 2012 | |
N/A |
| Commodity Return Strategy Portfolio | |
February 6, 2006 | |
N/A |
| Credit Suisse Asset Management Income Fund, Inc. | |
May 14, 2001 | |
N/A |
| Credit Suisse High Yield Bond Fund | |
March 23, 2001 | |
N/A |
APPENDIX C
New Investment Advisory Agreement for the Open-End Funds
INVESTMENT MANAGEMENT AGREEMENT
CREDIT SUISSE COMMODITY STRATEGY FUNDS
CREDIT SUISSE OPPORTUNITY FUNDS
CREDIT SUISSE TRUST
[ ], 2023
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New York, New York 10010
Dear Sirs:
Credit Suisse Commodity Strategy
Funds and Credit Suisse Opportunity Funds, each a Delaware statutory trust, and Credit Suisse Trust, a business trust organized and existing
under the laws of the Commonwealth of Massachusetts (each, a “Trust” and collectively, the “Trusts”),
for and on behalf of their respective series listed on Annex I hereto, which may be amended from time to time (each, a “Fund”
and, collectively, the “Funds”), each herewith confirms its agreement with Credit Suisse Asset Management, LLC (the
“Manager”), a Delaware limited liability company, as follows:
| 1. | Investment Description; Appointment |
Each Trust, on behalf of its
respective Funds, desires to employ the capital of such Funds by investing and reinvesting in investments of the kind and in accordance
with the limitations specified in its respective Agreement and Declaration of Trust, as may be amended from time to time, and in the Funds’
Prospectus(es) and Statement(s) of Additional Information, as from time to time in effect (the “Prospectus” and
“SAI,” respectively), and in such manner and to such extent as may from time to time be approved by the Board of Trustees
of the Trust (the “Board”). Copies of the Funds’ Prospectuses and SAIs have been or will be submitted to the
Manager. Each Trust desires to employ and hereby appoints the Manager to act as investment manager to each of the applicable Funds. The
Manager accepts the appointment and agrees to furnish the services for the compensation set forth below.
| 2. | Services as Investment Manager |
Subject to the supervision
and direction of the Board of each Trust, the Manager will:
| (a) | act in strict conformity with the applicable Trust’s Agreement and Declaration of Trust, the Investment
Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, as the same may from time to time be
amended; |
| (b) | manage and monitor each Fund’s assets in accordance with such Fund’s investment objective,
policies and restrictions as stated in the Fund’s Prospectuses and SAIs; |
| (c) | make investment decisions for each Fund and oversee risks of such investments; |
| (d) | place purchase and sale orders for securities and other investments on behalf of each Fund; |
| (e) | exercise voting rights in respect of portfolio securities and other investments for each Fund; |
| (f) | furnish such statistical information each Fund may reasonably request with respect to the investments
that such Fund may hold or contemplate purchasing; |
| (g) | apprise the Board of important developments materially affecting each Fund; |
| (h) | furnish to third-party data reporting services all currently available standardized performance information
and other customary data; |
| (i) | provide other information and services required in connection with the preparation and filing with regulatory
authorities of all registration statements and Prospectuses, Prospectus supplements, SAIs, and annual, semi-annual and periodic reports
to shareholders of each Fund; |
| (j) | monitor and evaluate the services provided by each Fund’s investment sub-adviser(s), if any, under
the terms of the applicable investment sub-advisory agreement(s), monitor the compliance of such sub-adviser(s) with the investment
objectives, policies and restrictions of such Fund, and report to the Board with respect to the performance of such sub-adviser(s); |
| (k) | 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 Fund shares shall be the sole responsibility of the Funds’
distributor; |
| (l) | 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 Fund’s Forms N-PORT, N-PX and 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’ administrator (the “Administrator”) with preparation of Forms N-PORT and N-CEN for the Funds and provide
specific information for inclusion therein; |
| (m) | furnish corporate secretarial services, including assisting the Board with the preparation of the agendas
and specific materials for meetings of the Trust’s Board and committees thereof; distribute Board and committee meeting materials
and prepare minutes of routine meetings of the Board and any committees thereof and of a Fund’s shareholders; follow up on matters
raised during Board meetings; and liaise with the Board and providing additional information upon request; |
| (n) | 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 each 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; develop or assist
in developing guidelines and procedures to improve overall compliance; and assist in developing and maintaining a disaster recovery program
for the Funds; |
| (o) | supply the Funds with office facilities (which may be the Manager’s own offices), internal executive,
legal, regulatory and administrative services, and stationery and office supplies; |
| (p) | 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; |
| (q) | act as liaison between each Fund and the Fund’s independent registered public accountants, counsel,
custodian or custodians, transfer agent and Administrator, and take all reasonable action to assure that all necessary and reasonably
requested information is made available to each of them; make reports and recommendations to the Board regarding the performance of service
providers; and actively participate with other relevant parties in the resolution of matters raised affecting the Funds and their operations; |
| (r) | act as liaison with the SEC and other regulators in relation to inquiries and inspections relating to
the Funds; |
| (s) | review, approve and arrange for the payment of Fund expenses; review and approve expense budgets and periodic
expense adjustments; |
| (t) | develop and maintain a website for the Funds; |
| (u) | 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; |
| (v) | monitor compliance with the Funds’ trading policy, including frequent trading, oversee review of
transaction information provided by financial intermediaries to the Fund or the Funds’ transfer agent, determine the appropriateness
of hardship exceptions to any Fund redemption fee requirements, monitor as-of trades, assist in the correction of net asset value or other
errors affecting Fund share prices, and provide periodic reports to the Board regarding these matters; |
| (w) | perform certain legal duties for the Funds; retain and manage outside counsel as appropriate; |
| (x) | provide infrastructure and support services to the Funds; |
| (y) | perform valuation services with respect to investments held by the Funds to the extent not provided by
other service providers; |
| (z) | coordinating mailings to Fund shareholders, such as Prospectus supplements, but specifically excluding
dividend payments and transaction confirmations and account statements; |
| (aa) | review each Fund’s tax returns as prepared by the Administrator or other third party; 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 the Funds’ independent accountants, determine the appropriate
tax treatment for specific investments or investment strategies; |
| (bb) | maintain and preserve Fund records consisting of Board and committee meeting materials and minutes, Trust
corporate/trust records, Trust agreements with service providers, Trust policies and procedures and files evidencing compliance with the
Trust’s Rule 17j-1 code of ethics; |
| (cc) | respond to Fund shareholder complaints and shareholder inquiries as requested by the Funds’ transfer
agent; |
| (dd) | oversee the provision of shareholder liaison services by the Funds’ 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); |
| (ee) | prepare reports and provide information regarding the Funds as reasonably requested by the Board or by
other Fund service providers; |
| (ff) | 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 |
| (gg) | 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. |
In providing those services,
the Manager will provide investment research and supervision of each Fund’s investments and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of such Fund’s assets.
Subject to the approval of
the Board of each Trust and where required, a Fund’s shareholders, the Manager may engage an investment sub-adviser or sub-advisers
to provide advisory services in respect of such Fund and may delegate to such investment sub-adviser(s) the responsibilities described
in paragraphs (b) through (j) above. In the event that an investment sub-adviser’s engagement has been terminated, the
Manager shall be responsible for furnishing such Fund with the services required to be performed by such investment sub-adviser(s) under
the applicable investment sub-advisory agreements or arranging for a successor investment sub-adviser(s) to provide such services
on terms and conditions acceptable to such Fund and the Trust’s Board and subject to the requirements of the 1940 Act.
In executing transactions
for each Fund, selecting brokers or dealers and negotiating any brokerage commission rates, the Manager will use its best efforts to seek
the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Manager will consider
all factors it deems relevant including, but not limited to, breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for
transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction
and in evaluating the best overall terms available, the Manager may consider the brokerage and research services (as those terms are defined
in Section 28(e) of the Securities Exchange Act of 1934, as the same may from time to time be amended) provided to each Fund
and/or other accounts over which the Manager or an affiliate exercises investment discretion.
| 4. | Information Provided to the Funds |
The Manager will keep each
Fund informed of developments materially affecting such Fund, and will, on its own initiative, furnish such Fund from time to time with
whatever information the Manager believes is appropriate for this purpose.
The parties hereto acknowledge
and agree that the Manager may receive from the Funds or the Funds’ distributor “personal information,” in the context
of providing services pursuant to the Agreement (“Personal Information”), as such term is defined under applicable
data privacy laws or regulations (“Applicable Data Privacy Law”). The Funds acknowledge that, to the extent they have
obtained Personal Information, they have obtained all such Personal Information in accordance with Applicable Data Privacy Law, and the
transfer of such Personal Data to the Manager, for the intended purposes, is permissible under Applicable Data Privacy Law. The Manager
agrees to only use such Personal Information for the purpose of performing the services for the Funds hereunder. The parties agree to
negotiate in good faith any separate agreements required to enable the parties to comply with Applicable Data Privacy Law where necessary.
Each party agrees that it will not “sell” (as such term is defined under Applicable Data Privacy Law) any Personal Information.
The parties shall undertake administrative, technical, physical and organizational measures designed to protect against unauthorized,
accidental or unlawful processing, loss, theft, interception, destruction, access, use, disclosure or similar risks to the Personal Information.
The parties shall ensure that any Personal Information provided to any subsidiary of the respective parties shall comply with the terms
set forth herein and understand that each respective party shall be responsible for any breach by any subsidiary of such respective party.
The Manager shall exercise
its best judgment in rendering the services listed in Sections 2, 3 and 4 above. The Manager shall not be liable for any error of judgment
or mistake of law or for any loss suffered by any Fund in connection with the matters to which this agreement (“Agreement”)
relates, provided that nothing herein shall be deemed to protect or purport to protect the Manager against any liability to each Fund
or to shareholders of such Fund to which the Manager 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 Manager’s reckless disregard of its obligations and duties under
this Agreement.
In consideration of the management
services rendered pursuant to Section 2 of this Agreement, each Fund will pay the Manager the annual fee applicable to such Fund
calculated at an annual rate set forth on Annex I hereto of such Fund’s average daily net assets. The fee shall be calculated and
payable monthly.
The fee for the period from
the date of this Agreement to the end of the year shall be prorated according to the proportion that such period bears to the full yearly
period. Upon any termination of this Agreement before the end of a year, the fee for such part of that year shall be prorated according
to the proportion that such period bears to the full yearly period and shall be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to the Manager, the value of each Fund’s net assets shall be computed at the times and
in the manner specified in such Fund’s Prospectus or SAI.
The Manager will bear all
expenses in connection with the performance of its services under this Agreement, including the fees payable to any investment sub-adviser
engaged pursuant to Section 2 of this Agreement; provided, however, that each Fund will reimburse the Manager for the reasonable
out-of-pocket expenses incurred by it on behalf of the Fund with respect to services rendered pursuant to paragraphs (l) through
(ee) of Section 2 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 its proportionate share of certain other
expenses to be incurred in its operation, including: investment advisory and administration fees; taxes, interest, brokerage fees and
commissions, if any; fees of Trustees of the applicable Trust who are not officers, directors, or employees of the Manager, any sub-adviser
or any of their affiliates; fees of any pricing service employed to value shares of the Fund; SEC fees and state blue sky qualification
fees; charges of custodians and transfer and dividend disbursing agents; such Fund’s proportionate share of insurance premiums;
outside auditing and legal expenses; costs of maintenance of such Fund’s 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
SAIs for regulatory purposes and for distribution to existing shareholders; costs of shareholders’ reports and meetings of the shareholders
of such Fund and of the officers or Board of the applicable Trust; and any extraordinary expenses.
Each Fund will be responsible
for nonrecurring expenses which may arise, including costs of litigation to which such Fund is a party and of indemnifying officers and
Trustees of the applicable Trust with respect to such litigation and other expenses as determined by the Trustees.
| 9. | Services to Other Companies or Accounts |
Each Trust understands that
the Manager now acts, will continue to act and may act in the future as investment adviser to fiduciary and other managed accounts and
as investment adviser or manager to one or more other investment companies or series of investment companies, and such Trust has no objection
to the Manager so acting, provided that whenever a Fund and one or more other accounts or investment companies or portfolios advised by
the Manager have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a
formula believed to be equitable to each entity. Each Trust recognizes that in some cases this procedure may adversely affect the size
of the position obtainable for a Fund. In addition, each Trust understands that the persons employed by the Manager to assist in the performance
of the Manager’s duties hereunder will not devote their full time to such service and nothing contained herein shall be deemed to
limit or restrict the right of the Manager or any affiliate of the Manager to engage in and devote time and attention to other businesses
or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Manager to perform
its services under this Agreement.
With respect to each Fund,
this Agreement shall continue for an initial period of two years commencing on the date first written above, and thereafter shall continue
automatically for successive annual periods, provided such continuance is specifically approved at least annually by (a) the Board
of the applicable Trust or (b) a vote of a “majority” (as defined in the 1940 Act) of the Fund’s outstanding voting
securities, provided that in either event the continuance is also approved by a majority of the Board of the applicable Trust, 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 with respect to a Fund, without penalty, on 60 days’
written notice, by the Board of the applicable Trust or by vote of holders of a majority of the applicable Fund’s shares, or upon
90 days’ written notice, by the Manager. This Agreement will also terminate automatically in the event of its assignment (as defined
in the 1940 Act).
| 11. | Representation by the Trusts |
Each Trust represents that
copies of its Agreement and Declaration of Trust, together with all amendments thereto, are on file in such state where the applicable
Trust is registered.
Each Trust recognizes that
directors, officers and employees of the Manager may from time to time serve as directors, trustees, officers and employees of corporations
and business trusts (including other investment companies) and that such other corporations and trusts may include the name “CS”
or “Credit Suisse” as part of their names, and that the Manager or its affiliates may enter into advisory or other agreements
with such other corporations and trusts. If the Manager ceases to act as the investment adviser of a Fund, such Fund agrees that, at the
Manager’s request, such Fund’s license to use the words “CS” or “Credit Suisse” will terminate and
that such Fund will take all necessary action to change the name of such Fund to names not including the words “CS” or “Credit
Suisse”.
Notice is hereby given that
this Agreement is entered into on behalf of a Fund by an officer of such Fund in his capacity as an officer and not individually. It is
understood and expressly stipulated that none of the Trustees or shareholders of any Fund shall be personally liable hereunder. Neither
the Trustees, officers, agents nor shareholders of any Fund assume any personal liability for obligations entered into on behalf of a
Fund. All persons dealing with a Fund must look solely to the property of such Fund for the enforcement of any claims against such Fund.
Please confirm that the foregoing
is in accordance with your understanding by indicating your acceptance hereof at the place below indicated, whereupon it shall become
a binding agreement between us.
| |
Very truly yours, |
| |
|
| |
CREDIT SUISSE COMMODITY STRATEGY FUNDS |
| |
|
| |
By: |
|
| |
|
Name: Karen Regan |
| |
|
Title: Secretary and Vice President |
| |
|
| |
CREDIT SUISSE OPPORTUNITY FUNDS |
| |
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By: |
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Name: Karen Regan |
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Title: Secretary and Vice President |
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CREDIT SUISSE TRUST |
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By: |
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Name: Karen Regan |
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Title: Secretary and Vice President |
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
| By: |
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|
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Name: John Popp |
|
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Title: Managing Director |
|
ANNEX I
TO INVESTMENT MANAGEMENT AGREEMENT
| Fund | |
Annual
Fee Rate
(as a percentage of average daily net
assets of such Fund) |
| Credit Suisse Commodity Strategy Funds | |
|
| Credit Suisse Commodity Return Strategy Fund | |
0.59% |
| Credit Suisse Gold and Income Strategy Fund | |
0.89% |
| | |
|
| Credit Suisse Opportunity Funds | |
|
| Credit Suisse Floating Rate High Income Fund | |
0.79 of 1% of the first $100,000,000; 0.59 of 1% over $100,000,000 |
| Credit Suisse Multialternative Strategy Fund | |
1.04% |
| Credit Suisse Managed Futures Strategy Fund | |
1.04% |
| Credit Suisse Strategic Income Fund | |
0.84% |
| | |
|
| Credit Suisse Trust | |
|
| Commodity Return Strategy Portfolio | |
0.59% |
APPENDIX D
New Investment Advisory Agreement for CIK
CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.
INVESTMENT ADVISORY AGREEMENT
[ ], 2023
AGREEMENT, made as of [_],
2023 between Credit Suisse Asset Management Income Fund, Inc., a Maryland corporation (the “Fund”), and Credit
Suisse Asset Management, LLC, a Delaware limited liability company (the “Adviser”).
RECITALS:
WHEREAS, the Fund is a diversified,
closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Adviser is engaged
principally in rendering management and investment advisory services and is registered as an investment adviser under the Investment Advisers
Act of 1940; and
WHEREAS, the Fund desires
to retain the Adviser to render management and investment advisory services to the Fund in the manner and on the terms hereinafter set
forth; and
WHEREAS, the Adviser is willing
to provide management and investment advisory services to the Fund on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
1. The
Fund hereby appoints the Adviser to act as investment adviser to the Fund. The Adviser accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. Subject
to the supervision of the Board of Directors of the Fund (the “Board”), the Adviser will manage the portfolio of securities
and investments (including cash) belonging to the Fund including the purchase, retention and disposition thereof and the execution of
agreements relating thereto, in accordance with the Fund’s investment objective, policies and restrictions as stated in the Prospectus
(as defined in paragraph 4(f) of this Agreement) and subject to the following understandings:
(a) The
Adviser shall furnish a continuous investment program for the Fund and in so doing shall determine from time to time what investments
or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash,
and shall oversee risks of such investments;
(b) The
Adviser shall use its best judgment in the performance of its duties under this Agreement;
(c) The
Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Fund’s Articles
of Incorporation, Bylaws (each as defined below), Prospectus, SAI (each as defined below), annual reports to shareholders, and with the
instructions and directions of the Board and will conform to and comply with the requirements of the 1940 Act and all other applicable
federal and state laws and regulations;
(d) The
Adviser shall determine the securities to be purchased or sold by the Fund and as agent for the Fund will effect portfolio transactions
pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities; in placing orders
with brokers and/or dealers the Adviser intends to seek the best available price and execution for purchases and sales; the Adviser shall
also determine whether or not the Fund shall enter into repurchase or reverse repurchase agreements. On occasions when the Adviser deems
the purchase or sale of a security to be in the best interest of the Fund as well as other customers, the Adviser may, to the extent permitted
by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be sold or purchased in order to obtain
the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well
as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Fund and, if applicable, to such other customers;
(e) The
Adviser shall maintain books and records with respect to the securities transactions of the Fund and shall render to the Board such periodic
and special reports as the Board may reasonably request;
(f) The
Adviser shall provide the Fund’s Custodian as required with information relating to all transactions concerning the assets belonging
to the Fund, except purchases of and any sales of the Fund’s Common Stock (“Fund Shares”);
(g) The
Adviser shall apprise the Board of important developments materially affecting the Fund;
(h) The
Adviser shall furnish to third-party data reporting services all currently available standardized performance information and other customary
data;
(i) The
Adviser shall provide other information and services required in connection with the preparation and filing with regulatory authorities
of all registration statements and Prospectuses, Prospectus supplements, SAIs, and annual, semi-annual and periodic reports to shareholders
of the Fund;
(j) The
Adviser shall assist in supervising all aspects of the Fund’s operations, except those performed by other parties pursuant to written
agreements with the Fund;
(k) The
Adviser shall act as liaison between the Fund and the Fund’s independent registered public accountants, counsel, custodian or custodians,
transfer agent and administrator, and take all reasonable action to assure that all necessary and reasonably requested information is
made available to each of them; make reports and recommendations to the Board regarding the performance of service providers; and actively
participate with other relevant parties in the resolution of matters raised affecting the Fund and its operations;
(l) The
Adviser shall act as liaison with the SEC and other regulators in relation to inquiries and inspections relating to the Fund;
(m) The
Adviser shall perform certain legal duties for the Fund; retain and manage outside counsel as appropriate;
(n) The
Adviser shall provide infrastructure and support services to the Fund;
(o) The
Adviser shall perform valuation services with respect to investments held by the Fund to the extent not provided by other service providers;
(p) The
Adviser shall respond to Fund shareholder complaints and shareholder inquiries as requested by the Fund’s transfer agent; and
(q) The
Adviser shall prepare reports and provide information regarding the Fund as reasonably requested by other Fund service providers.
The investment management
services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar
services to others.
3. The
Adviser is authorized to select the brokers and dealers that will execute the purchases and sales of portfolio securities for the Fund
and is directed to use its best efforts to obtain the best available price and execution, except as prescribed herein. Unless and until
otherwise directed by the Board, the Adviser may also effect individual securities transactions at commission rates in excess of the minimum
commission rates available, if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value
of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the
Adviser’s overall responsibilities with respect to the Fund. The execution of such transactions shall not be deemed to represent
an unlawful act or breach of any duty created by this Agreement or otherwise.
4. The
Fund has delivered copies of each of the following documents to the Adviser and will promptly notify and deliver to it all future amendments
and supplements, if any:
(a) Articles
of Incorporation of the Fund, filed with the Department of Assessments and Taxation of the State of Maryland on February 11, 1987
(such Articles of Incorporation, as presently in effect and as amended from time to time, being herein called the “Articles of
Incorporation”);
(b) Bylaws
of the Fund (such Bylaws, as presently in effect and as amended from time to time, being herein called the “Bylaws”);
(c) Certified
resolutions of the Board authorizing the appointment of the Adviser and approving the form of this Agreement;
(d) Registration
Statement under the Securities Act of 1933, as amended, on Form N-2, if any, as from time to time in effect (the “Registration
Statement”);
(e) Notification
of Registration of the Fund under the 1940 Act on Form N-8A as filed with the Commission on February 13, 1987 and all amendments
thereto; and
(f) Prospectus
and Statement of Additional Information of the Fund, if any, as from time to time in effect (the “Prospectus” and the
“SAI”, respectively).
5. The
Adviser shall authorize and permit any of its partners, agents and employees who may be elected as directors or officers of the Fund to
serve in the capacities in which they are elected. Services to be furnished by the Adviser under this Agreement may be furnished through
the medium of any of such partners, agents or employees of the Adviser.
6. The
Adviser shall keep the Fund’s books and records required to be maintained by it pursuant to paragraph 2(e) of this Agreement.
The Adviser agrees that all records which it maintains for the Fund are the property of the Fund and it will promptly surrender any of
such records to the Fund upon the Fund’s request. The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
of the Commission under the 1940 Act any such records as are required to be maintained by the Adviser with respect to the Fund by Rule 31a-1
of the Commission under the 1940 Act.
7. The
parties hereto acknowledge and agree that the Adviser may receive from the Fund “personal information,” in the context of
providing services pursuant to the Agreement (“Personal Information”), as such term is defined under applicable data
privacy laws or regulations (“Applicable Data Privacy Law”). The Fund acknowledges that, to the extent it has obtained
Personal Information, it has obtained all such Personal Information in accordance with Applicable Data Privacy Law, and the transfer of
such Personal Data to the Adviser, for the intended purposes, is permissible under Applicable Data Privacy Law. The Adviser agrees to
only use such Personal Information for the purpose of performing the services for the Fund. The parties agree to negotiate in good faith
any separate agreements required to enable the parties to comply with Applicable Data Privacy Law where necessary. Each party agrees that
it will not “sell” (as such term is defined under Applicable Data Privacy Law) any Personal Information. The parties shall
undertake administrative, technical, physical and organizational measures designed to protect against unauthorized, accidental or unlawful
processing, loss, theft, interception, destruction, access, use, disclosure or similar risks to the Personal Information. The parties
shall ensure that any Personal Information provided to any subsidiary of the respective parties shall comply with the terms set forth
herein and understand that each respective party shall be responsible for any breach by any subsidiary of such respective party.
8. During
the term of this Agreement the Adviser will pay all expenses (including without limitation the compensation of all its partners, agents
and employees serving as directors or officers of the Fund pursuant to paragraph 5 of this Agreement) incurred by it in connection with
its activities under this Agreement other than the cost of securities and investments purchased for the Fund (including taxes and brokerage
commissions, if any).
9. For
the services provided and the expenses borne pursuant to this Agreement, the Fund will pay to the Adviser as full compensation therefor
a fee, computed weekly and payable quarterly, at an annual rate equal to 0.50% per annum of the Average Weekly Base Amount (as defined
below). This fee for each quarter will be paid to the Adviser during the month succeeding such quarter. For purposes of this Agreement,
“Average Weekly Base Amount” shall mean for any quarter, the average of the lesser of (A) “Market Value”
of the Fund’s outstanding shares and (B) the Fund’s net assets, in each case determined as of the last trading day for
each week during that quarter. “Market Value” of the Fund’s outstanding shares will be determined as follows:
(a) if
the Fund’s shares are listed or traded on any national securities exchange or on the Nasdaq National Market, the shares shall be
valued at the last sale price on the exchange or market on which they are principally traded, on the valuation date; if there is no sale
on the valuation date, the shares shall be valued at the mean between the closing bid and asked price;
(b) if
the Fund’s shares are traded over-the-counter but are not listed or traded on any national securities exchange or on the Nasdaq
National Market, the shares shall be valued at the last sale price on the valuation date or, if no sale occurs on that date, at the last
bid price; or
(c) if
the Fund’s shares are not listed or traded on any recognized securities market or over-the-counter, the shares shall be deemed to
have the same value as the underlying net assets of the Fund as of the valuation date.
Upon any termination of this
Agreement before the end of a quarter, the fee for such part of that quarter shall be prorated according to the proportion that such period
bears to the full quarterly period and shall be payable upon the date of termination of this Agreement. For the purpose of determining
fees payable to the Adviser, the value of the Fund’s net assets shall be computed at the times and in the manner specified in the
Fund’s Registration Statement as from time to time in effect.
10. The
Adviser 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 this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for
services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of
the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties
or from reckless disregard by it of its obligations and duties under this Agreement.
11. This
Agreement shall become effective on the date hereof. Upon becoming effective, this Agreement shall remain in effect for an initial term
of two years and shall continue in effect from year to year thereafter if such continuance is approved at least annually by (a) a
majority of the outstanding voting securities (as defined in the 1940 Act) or by vote of the Board, cast in person at a meeting called
for the purpose of voting on such approval, and (b) vote of a majority of the Directors of the Fund who are not parties to this Agreement
or “interested persons” (as defined in the 1940 Act) of any party to this Agreement, cast in person at a meeting called for
the purpose of voting on such approval. This Agreement may be terminated by the Fund at any time, without the payment of any penalty,
by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days’
written notice to the Adviser, or by the Adviser at any time, without the payment of any penalty, on 90 days’ written notice to
the Fund. This Agreement will automatically and immediately terminate in the event of its assignment (as defined in the 1940 Act).
12. The
Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided herein
or authorized by the Board from time to time, have no authority to act for or represent the Fund in any way or otherwise be deemed an
agent of the Fund.
13. This
Agreement may be amended by mutual consent, but the consent of the Fund must be approved (a) by vote of a majority of those Directors
of the Fund who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party,
cast in person at a meeting called for the purpose of voting on such amendment, and (b) by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund.
14. Notices
of any kind to be given to the Adviser by the Fund shall be in writing and shall be duly given if mailed or delivered to the Adviser at
Eleven Madison Avenue, New York, New York 10010, Attention: Chief Executive Officer, with a copy to: General Counsel or at such other
address or to such other individual as shall be specified by the Adviser to the Fund in accordance with this paragraph 14. Notices of
any kind to be given to the Fund by the Adviser shall be in writing and shall be duly given if mailed or delivered to the Fund at Credit
Suisse Asset Management Income Fund, Inc., Eleven Madison Avenue, New York, New York 10010, Attention: Chairman, with a copy to:
Senior Vice President or at such other address or to such other individual as shall be specified by the Fund to the Adviser in accordance
with this paragraph 14. The Adviser agrees to notify the Fund of any change in its membership within a reasonable time of such change.
15. The
Fund agrees that if this Agreement is terminated and the Adviser shall no longer be the adviser to the Fund, the Fund will, within a reasonable
period of time, change its name to delete reference to “Credit Suisse Asset Management”.
16. This
Agreement shall be governed by and construed in accordance with the laws of the State of New York.
17. This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties
hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
| |
CREDIT SUISSE ASSET MANAGEMENT INCOME
FUND, INC. |
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|
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By: |
|
| |
|
Name: Karen Regan |
| |
|
Title: Senior Vice President and Secretary |
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|
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CREDIT SUISSE ASSET MANAGEMENT, LLC |
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|
| |
By: |
|
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|
Name: John Popp |
| |
|
Title: Managing Director |
APPENDIX E
New Investment Advisory Agreement for DHY
INVESTMENT ADVISORY AGREEMENT
CREDIT SUISSE HIGH YIELD BOND FUND
[ ], 2023
Credit Suisse Asset Management, LLC
Eleven Madison Avenue
New York, New York 10010
Dear Sirs:
Credit Suisse High Yield Bond Fund (the “Fund”),
a Delaware statutory trust, herewith confirms its agreement with Credit Suisse Asset Management, LLC, a Delaware limited liability company
(the “Adviser”), as follows:
| 1. | Investment Description; Appointment |
The Fund desires to employ
its capital by investing and reinvesting in investments of the kind and in accordance with the limitations specified in its Agreement
and Declaration of Trust, as may be amended from time to time, its annual reports to shareholders and its Prospectus and Statement of
Additional Information, if any, as from time to time in effect (the “Prospectus” and “SAI,” respectively), and
in such manner and to such extent as may from time to time be approved by the Board of Trustees of the Fund (the “Board”).
Copies of the Fund’s Prospectus and SAI have been or will be submitted to the Adviser. The Fund desires to employ and hereby appoints
the Adviser to act as investment adviser to the Fund. The Adviser accepts the appointment and agrees to furnish the services for the compensation
set forth below.
| 2. | Services as Investment Adviser |
Subject to the supervision
and direction of the Board, the Adviser will:
| (a) | act in strict conformity with the Fund’s Agreement and Declaration of Trust, the Investment Company
Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940, as the same may from time to time be amended; |
| (b) | manage and monitor the Fund’s assets in accordance with the Fund’s investment objective, policies
and restrictions as stated in the Fund’s annual reports to shareholders, Prospectus and SAI; |
| (c) | make investment decisions for the Fund and oversee risks of such investments; |
| (d) | place purchase and sale orders for securities and other investments on behalf of the Fund; |
| (e) | exercise voting rights in respect of portfolio securities and other investments for the Fund; |
| (f) | furnish such statistical information the Fund may reasonably request with respect to the investments that
the Fund may hold or contemplate purchasing; |
| (g) | apprise the Board of important developments materially affecting the Fund; |
| (h) | furnish to third-party data reporting services all currently available standardized performance information
and other customary data; |
| (i) | provide other information and services required in connection with the preparation and filing with regulatory
authorities of all registration statements and Prospectuses, Prospectus supplements, SAIs, and annual, semi-annual and periodic reports
to shareholders of the Fund; |
| (j) | assist in supervising all aspects of the Fund’s operations, except those performed by other parties
pursuant to written agreements with the Fund; |
| (k) | act as liaison between the Fund and the Fund’s independent registered public accountants, counsel,
custodian or custodians, transfer agent and administrator, and take all reasonable action to assure that all necessary and reasonably
requested information is made available to each of them; make reports and recommendations to the Board regarding the performance of service
providers; and actively participate with other relevant parties in the resolution of matters raised affecting the Fund and its operations; |
| (l) | act as liaison with the SEC and other regulators in relation to inquiries and inspections relating to
the Fund; |
| (m) | perform certain legal duties for the Fund; retain and manage outside counsel as appropriate; |
| (n) | provide infrastructure and support services to the Fund; |
| (o) | perform valuation services with respect to investments held by the Funds to the extent not provided by
other service providers; |
| (p) | respond to Fund shareholder complaints and shareholder inquiries as requested by the Fund’s transfer
agent; and |
| (q) | prepare reports and provide information regarding the Fund as reasonably requested by the Board or by
other Fund service providers. |
In providing those services,
the Adviser will provide investment research and supervision of the Fund’s investments and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the Fund’s assets.
In executing transactions
for the Fund, selecting brokers or dealers and negotiating any brokerage commission rates, the Adviser will use its best efforts to seek
the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Adviser will consider
all factors it deems relevant including, but not limited to, breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for
transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction
and in evaluating the best overall terms available, the Adviser may consider the brokerage and research services (as those terms are defined
in Section 28(e) of the Securities Exchange Act of 1934, as the same may from time to time be amended) provided to the Fund
and/or other accounts over which the Adviser or an affiliate exercises investment discretion.
| 4. | Information Provided to the Fund |
The Adviser will keep the
Fund informed of developments materially affecting the Fund, and will, on its own initiative, furnish the Fund from time to time with
whatever information the Adviser believes is appropriate for this purpose.
Personal Information
The parties hereto acknowledge
and agree that the Adviser may receive from the Fund “personal information,” in the context of providing services pursuant
to the Agreement (“Personal Information”), as such term is defined under applicable data privacy laws or regulations
(“Applicable Data Privacy Law”). The Fund acknowledges that, to the extent it has obtained Personal Information, it
has obtained all such Personal Information in accordance with Applicable Data Privacy Law, and the transfer of such Personal Data to the
Adviser, for the intended purposes, is permissible under Applicable Data Privacy Law. The Adviser agrees to only use such Personal Information
for the purpose of performing the services for the Fund hereunder. The parties agree to negotiate in good faith any separate agreements
required to enable the parties to comply with Applicable Data Privacy Law where necessary. Each party agrees that it will not “sell”
(as such term is defined under Applicable Data Privacy Law) any Personal Information. The parties shall undertake administrative, technical,
physical and organizational measures designed to protect against unauthorized, accidental or unlawful processing, loss, theft, interception,
destruction, access, use, disclosure or similar risks to the Personal Information. The parties shall ensure that any Personal Information
provided to any subsidiary of the respective parties shall comply with the terms set forth herein and understand that each respective
party shall be responsible for any breach by any subsidiary of such respective party.
The Adviser shall exercise
its best judgment in rendering the services listed in paragraphs 2, 3 and 4 above. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund in connection with the matters to which this agreement (“Agreement”)
relates, provided that nothing herein shall be deemed to protect or purport to protect the Adviser against any liability to the Fund or
to shareholders of the Fund to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or by reason of the Adviser’s reckless disregard of its obligations and duties under
this Agreement.
In consideration of the services
rendered pursuant to this Agreement, the Fund will pay the Adviser an annual fee calculated at an annual rate of 1% of the first $250,000,000
and 0.75 of 1% over $250,000,000 of the average weekly value of the Fund’s total assets minus the sum of accrued liabilities (other
than aggregate indebtedness constituting leverage). The fee shall be computed and payable monthly.
The fee for the period from
the date of this Agreement to the end of the year shall be prorated according to the proportion that such period bears to the full yearly
period. Upon any termination of this Agreement before the end of a year, the fee for such part of that year shall be prorated according
to the proportion that such period bears to the full yearly period and shall be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to the Adviser, the value of the Fund’s net assets shall be computed at the times and
in the manner specified in the Fund’s Prospectus or SAI.
The Adviser will bear all
expenses in connection with the performance of its services under this Agreement. The Fund will bear its proportionate share of certain
other expenses to be incurred in its operation, including: investment advisory and administration fees; taxes, interest, brokerage fees
and commissions, if any; fees of Trustees of the Fund who are not officers, directors, or employees of the Adviser, or any of their affiliates;
fees of any pricing service employed to value shares of the Fund; Securities and Exchange Commission fees and state blue sky qualification
fees; charges of custodians and transfer and dividend disbursing agents; the Fund’s proportionate share of insurance premiums; outside
auditing and legal expenses; costs of maintenance of the Fund’s existence; costs attributable to investor services, including, without
limitation, telephone and personnel expenses; costs of preparing and printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders; costs of shareholders’ reports and meetings of the shareholders
of the Fund and of the officers or Board; and any extraordinary expenses.
The Fund will be responsible
for nonrecurring expenses which may arise, including costs of litigation to which the Fund is a party and of indemnifying officers and
Trustees of the Fund with respect to such litigation and other expenses as determined by the Trustees.
| 8. | Services to Other Companies or Accounts |
The Fund understands that
the Adviser now acts, will continue to act and may act in the future as investment adviser to fiduciary and other managed accounts and
to one or more other investment companies or series of investment companies, and the Fund has no objection to the Adviser so acting, provided
that whenever the Fund and one or more other accounts or investment companies or portfolios advised by the Adviser have available funds
for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable
to each entity. The Fund recognizes that in some cases this procedure may adversely affect the size of the position obtainable for the
Fund. In addition, the Fund understands that the persons employed by the Adviser to assist in the performance of the Adviser’s duties
hereunder will not devote their full time to such service and nothing contained herein shall be deemed to limit or restrict the right
of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other businesses or to render services of
whatever kind or nature, provided that doing so does not adversely affect the ability of the Adviser to perform its services under this
Agreement.
With respect to the Fund,
this Agreement shall continue for an initial period of two years commencing on the date first written above, and thereafter shall continue
automatically for successive annual periods, provided such continuance is specifically approved at least annually by (a) the Board
or (b) a vote of a “majority” (as defined in the 1940 Act) of the Fund’s outstanding voting securities, provided
that in either event the continuance is also approved by a majority of the Board, 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 with respect to the Fund, without penalty, on 60 days’ written notice, by the Board or by vote of holders
of a majority of the Fund’s shares, or upon 90 days’ written notice, by the Adviser. This Agreement will also terminate automatically
in the event of its assignment (as defined in the 1940 Act).
| 10. | Representation by the Fund |
The Fund represents that a
copy of its Agreement and Declaration of Trust, together with all amendments thereto, is on file in such state where the Fund is registered.
The Fund recognizes that directors,
officers and employees of the Adviser may from time to time serve as directors, trustees, officers and employees of corporations and business
trusts (including other investment companies) and that such other corporations and trusts may include the name “CS” or “Credit
Suisse” as part of their names, and that the Adviser or its affiliates may enter into advisory or other agreements with such other
corporations and trusts. If the Adviser ceases to act as the investment adviser of the Fund, the Fund agrees that, at the Adviser’s
request, the Fund’s license to use the words “CS” or “Credit Suisse” will terminate and that the Fund will
take all necessary action to change the name of the Fund to names not including the words “CS” or “Credit Suisse”.
Notice is hereby given that
this Agreement is entered into on behalf of the Fund by an officer of the Fund in his capacity as an officer and not individually. It
is understood and expressly stipulated that none of the Trustees or shareholders of the Fund shall be personally liable hereunder. Neither
the Trustees, officers, agents nor shareholders of the Fund assume any personal liability for obligations entered into on behalf of the
Fund. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund.
Please confirm that the foregoing
is in accordance with your understanding by indicating your acceptance hereof at the place below indicated, whereupon it shall become
a binding agreement between us.
| |
Very truly yours, |
| |
|
| |
CREDIT SUISSE HIGH YIELD BOND FUND |
| |
|
| |
By: |
|
| |
|
Name: Karen Regan |
| |
|
Title: Senior Vice President and Secretary |
Accepted:
| CREDIT SUISSE ASSET MANAGEMENT, LLC |
|
| |
|
| By: |
|
|
| |
Name: John Popp |
|
| |
Title: Managing Director |
|
APPENDIX F
New Sub-Advisory Agreement for the Strategic Income Fund
Sub-Advisory
Agreement
[__], 2023
Credit
Suisse Asset Management, LLC
Credit Suisse Asset Management Limited
Credit Suisse Asset Management Limited
One Cabot Square
London E14 4QJ
United Kingdom
Dear Sirs:
Credit Suisse Asset Management,
LLC (the “Adviser”), a Delaware limited liability company, herewith confirms its agreement with Credit Suisse Asset
Management Limited (the “Sub-Adviser”), a company incorporated in England with limited liability, as follows:
1. Investment
Description; Appointment. The Adviser and Credit Suisse Opportunity Funds (the “Trust”), a Delaware statutory trust,
have entered into an Investment Management Agreement dated as of [__], 2023 (the “Management Agreement”), pursuant
to which the Adviser acts as investment adviser with respect to Credit Suisse Strategic Income Fund (the “Fund”), a
series of the Trust. The Management Agreement authorizes the Adviser to engage a sub-adviser to provide advisory services with respect
to the Fund. The Adviser desires to employ and hereby appoints the Sub-Adviser to act as its sub-adviser upon the terms set forth in this
Agreement. The Sub-Adviser accepts the appointment and agrees to furnish the services set forth below for the compensation provided for
herein.
2. Services
as Sub-Adviser. The Sub-Adviser will provide investment advisory and portfolio management advice to all or that portion of the Fund’s
assets designated by the Adviser from time to time (the “Assets”). The Adviser will inform the Sub-Adviser, on a monthly basis,
of any changes to the amount of Assets. Subject to the supervision and direction of the Board of Trustees of the Trust and the Adviser,
the Sub-Adviser will (a) act in strict conformity with the Trust’s Agreement and Declaration of Trust, the Investment Company
Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940 (the “Advisers Act”), as the same may from
time to time be amended, (b) manage the Assets in accordance with the Fund’s investment objective and policies as stated in
the Fund’s Prospectus(es) and Statement(s) of Additional Information (the “Prospectus” and “SAI”, respectively)
and investment parameters provided by the Adviser in writing from time to time, (c) make investment decisions for the Fund with respect
to the Assets, (d) place purchase and sale orders for securities on behalf of the Fund with respect to the Assets, and (e) exercise
voting rights in respect of the Assets for the Fund. In providing those services, the Sub-Adviser will provide investment research and
supervision of the Assets and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the
Assets. In addition, the Sub-Adviser will furnish the Fund with whatever statistical information the Fund may reasonably request with
respect to the securities that the Fund may hold or contemplate purchasing.
Copies of the Prospectus and
SAI have been or will be submitted to the Sub-Adviser. The Adviser agrees to promptly provide the Sub-Adviser with copies of all amendments
to the Prospectus and SAI on an ongoing basis. The Adviser will incorporate the Fund into its monitoring program and provide quarterly
reports to the Sub-Adviser relating to surveillance and investment guideline monitoring. Additionally the Adviser will provide a monthly
report to the Sub-Adviser stating the amount of assets under management the Sub-Adviser is managing for the Fund.
The Sub-Adviser may enter
into, make and perform such contracts, agreements and other undertakings as may be required to give effect to the powers delegated herein.
The Sub-Adviser will not have
custody over the Assets at any time. For the avoidance of doubt the Sub-Adviser shall not hold client assets (including client money)
as defined by the Financial Services Authority (“FSA”). The Fund’s custodian is not an agent selected by the
Sub-Adviser and the Sub-Adviser does not accept any liability for any default by the Fund’s custodian and is not bound to supervise
the Fund’s custodian. The Adviser shall instruct the Fund’s custodian to provide the Sub-Adviser with such details of the
Assets as the Sub-Adviser may require.
3. Brokerage.
In executing transactions for the Fund, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will
use its best efforts to seek the best overall terms available in accordance with the Credit Suisse Global and UK Best Execution Policies
(the “Best Execution Policies”) and all applicable laws and regulations, including the requirements of the FSA. By
entering into this agreement the Adviser confirms its acceptance of the Best Execution Policies in its own right and on behalf of its
clients. If there are any changes to the Best Execution Policies, revised details will be posted on the Sub-Adviser’s website and,
if the Adviser continues to use the Sub-Adviser’s services after that period, it will be deemed to have consented to the change
of policy. Where such a change to the Best Execution Policy is a material change, the Sub-Adviser shall notify the Adviser in writing
prior to the change being effected. To the extent that the Adviser provides the Sub-Adviser with a specific instruction in relation to
an order or any part of an order including selecting to execute on a particular venue, in following the Adviser’s instructions the
Sub-Adviser will be deemed to have taken all reasonable steps to provide the best possible result in respect of that order or aspect of
the order. By entering into this Agreement, the Adviser expressly consents to the Sub-Adviser executing orders outside a regulated market
or multi-lateral trading facility (as those terms are defined in the FSA Rules). In assessing the best overall terms available for any
portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, breadth of the market
in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness
of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting
brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, the Sub-Adviser may consider
the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as
the same may from time to time be amended) provided to the Fund and/or other accounts over which the Sub-Adviser or an affiliate exercises
investment discretion.
On occasions when the Sub-Adviser
deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the
Sub-Adviser, the Sub-Adviser may, to the extent permitted by the Credit Suisse Global Allocation Policy applicable laws and regulations,
including the requirements of the FSA, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of
its other clients. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Sub-Adviser in a manner that is fair and equitable, in the judgment of the Sub-Adviser, in the exercise of its fiduciary
obligations to the Fund and to such other clients, and in accordance with the Credit Suisse Global Allocation Policy. The Sub-Adviser
shall provide to the Adviser and the Fund all information reasonably requested by the Adviser and the Fund relating to the decisions made
by the Sub-Adviser regarding allocation of securities purchased or sold, as well as the expenses incurred in a transaction, among the
Fund and the Sub-Adviser’s other investment advisory clients.
4. Information
Provided to the Fund. The Sub-Adviser will keep the Fund informed of developments materially affecting the Fund, and will, on its
own initiative, furnish the Fund from time to time with whatever information the Sub-Adviser believes is appropriate for this purpose.
5. Standard
of Care. The Sub-Adviser shall exercise its best judgment in rendering the services listed in Sections 2, 3 and 4 above. The Sub-Adviser
shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Adviser or the Fund in connection with
the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect the
Sub-Adviser against any liability to the Adviser or 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.
6. Compensation.
In consideration of the services rendered pursuant to this Agreement, the Adviser will pay the Sub-Adviser an annual fee calculated at
an annual rate of 0.15% of the Fund’s average daily net assets. Such fee shall be calculated and payable monthly.
The fee for the period from
the date of this Agreement to the end of the year shall be prorated according to the proportion that such period bears to the full yearly
period. Upon any termination of this Agreement before the end of a year, the fee for such part of that year shall be prorated according
to the proportion that such period bears to the full yearly period and shall be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to the Sub-Adviser, the value of the Fund’s net assets shall be computed at the times
and in the manner specified in the Fund’s Prospectus or SAI.
7. Expenses.
The Sub-Adviser will bear all expenses in connection with the performance of its services under this Agreement.
8. Services
to Other Companies or Accounts. It is understood that the services of the Sub-Adviser are not exclusive and that the Sub-Adviser now
acts, will continue to act and may act in the future as investment adviser to fiduciary and other managed accounts and to one or more
other investment companies or series of investment companies, provided that whenever the Fund and one or more other accounts or
investment companies or portfolios advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate
for each will be allocated in accordance with a formula believed to be equitable to each entity. In some cases this procedure may adversely
affect the size of the position obtainable for the Fund. In addition, it is understood that the persons employed by the Sub-Adviser to
assist in the performance of the Sub-Adviser’s duties hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time
and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect
the ability of the Sub-Adviser to perform its services under this Agreement.
9. Term
of Agreement. This Agreement shall continue for an initial two-year period commencing on the date first written above, and thereafter
shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually
by (a) the Board of Trustees of the Trust or (b) a vote of a “majority of the outstanding voting securities” (as
defined in the 1940 Act) of the Fund, provided that in either event the continuance is also approved by a majority of the Board
of Trustees of the Trust who are not “interested persons” (as defined in the 1940 Act) of the Fund or any party to this Agreement,
by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty,
by the Board of Trustees of the Trust or by vote of holders of a majority of the Fund’s shares on sixty (60) days’ written
notice to the Adviser and the Sub-Adviser, by the Adviser on ninety (90) days’ written notice to the Fund and the Sub-Adviser, and
by the Sub-Adviser on ninety (90) days’ written notice to the Fund and the Adviser. This Agreement will also terminate automatically
in the event of its assignment (as defined in the1940 Act) by any party hereto.
10. Customer
Status. Under the rules of the FSA (the “FSA Rules”), customers must be placed in specific categories which
are dictated by different considerations including the nature and financial description of the customer, the experience of the customer
in certain investments and other factors. On the basis of the information which the Adviser has given, each of the Adviser and the Fund
shall be treated as a “Professional Client” (as defined in the FSA Rules) in relation to the services to be provided in accordance
with this Agreement. Each of the Adviser and the Fund has the right to request to be treated as a “Retail Client” (as defined
in the FSA Rules). If the Sub-Adviser agrees, at its sole discretion, to categorize the Adviser or the Fund as a Retail Client, the Adviser
or the Fund, as the case may be, would benefit from the higher level of protection that is afforded to such type of client under the regulatory
system of the United Kingdom.
11. Miscellaneous
(a) This
Agreement shall be governed by, and construed in accordance with, the laws of the State of New York in the United States, including choice
of law principles; provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act
or any applicable rules, regulations or orders of the Securities and Exchange Commission.
(b) The
captions of this Agreement are included for convenience only and in no way define or limit any of the provisions herein or otherwise affect
their construction or effect.
(c) If
any provision of this Agreement shall be held or made invalid by a court decision, by statute or otherwise, the remainder of this Agreement
shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.
(d) Nothing
herein shall be construed to make the Sub-Adviser an agent of the Advisor.
(e) This
Agreement may be executed in counterparts, with the same effect as if the signatures were upon the same instrument.
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.
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Very truly yours, |
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Credit
Suisse Asset Management, LLC |
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By: |
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Name: |
John G. Popp |
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Title: |
Managing Director |
Accepted:
| Credit
Suisse Asset Management Limited |
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| By: |
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Name: |
Andrew H. Marshak |
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Title: |
Managing Director |
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| By: |
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Name: |
Jason Edel |
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Title: |
Director Legal |
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APPENDIX G
Advisory and Sub-Advisory Fee Rates Under Prior Advisory Agreements
and New Advisory Agreements
Prior Investment Advisory Agreements and New Investment Advisory
Agreements
Open-End Funds
| Fund | |
Annual Fee Rate
(as a percentage of average daily
net assets of such Fund) (computed and paid monthly) |
| Credit Suisse Commodity Return Strategy Fund | |
0.59% |
| Credit Suisse Floating Rate High Income Fund | |
0.79 of 1% of the first $100,000,000;
0.59 of 1% over $100,000,000 |
| | |
|
| Credit Suisse Multialternative Strategy Fund | |
1.04% |
| | |
|
| Credit Suisse Managed Futures Strategy Fund | |
1.04% |
| | |
|
| Credit Suisse Strategic Income Fund | |
0.84% |
| | |
|
| Commodity Return Strategy Portfolio | |
0.59% |
Closed End Funds
| Fund |
|
Advisory Fee Rate |
| Credit Suisse Asset Management Fund, Inc. |
|
Credit Suisse receives a fee computed weekly and payable
quarterly, at an annual rate equal to 0.50% per annum of the Average Weekly Base Amount. This fee for each quarter will be paid to Credit
Suisse during the month succeeding such quarter. The “Average Weekly Base Amount” shall mean for any quarter, the average
of the lesser of (A) “Market Value” of the Fund’s outstanding shares and (B) the Fund’s net assets,
in each case determined as of the last trading day for each week during that quarter. “Market Value” of the Fund’s outstanding
shares will be determined as follows:
a. if
the Fund’s shares are listed or traded on any national securities exchange or on the Nasdaq National Market, the shares shall be
valued at the last sale price on the exchange or market on which they are principally traded, on the valuation date; if there is no sale
on the valuation date, the shares shall be valued at the mean between the closing bid and asked price;
b. if
the Fund’s shares are traded over-the-counter but are not listed or traded on any national securities exchange or on the Nasdaq
National Market, the shares shall be valued at the last sale price on the valuation date or, if no sale occurs on that date, at the last
bid price; or
|
| Fund |
|
Advisory Fee Rate |
| |
|
c. if
the Fund’s shares are not listed or traded on any recognized securities market or over- the-counter, the shares shall be deemed
to have the same value as the underlying net assets of the Fund as of the valuation date |
| |
|
|
| Credit Suisse High Yield Bond Fund |
|
Credit Suisse receives an annual fee calculated at an annual rate of 1% of the first $250,000,000 and 0.75 of 1% over $250,000,000 of the average weekly value of the Fund’s total assets minus the sum of accrued liabilities (other than aggregate indebtedness constituting leverage). The fee shall be computed and payable monthly . |
Prior Sub-Advisory Agreement and New Sub-Advisory Agreement
| Fund |
|
Annual Fee Rate
(as a percentage of average daily
net assets of such Fund) (computed and paid monthly) |
| Credit Suisse Strategic Income Fund |
|
0.15% |
APPENDIX H
5% Share Ownership
The following person(s) owned of record or were known by the applicable
Fund to beneficially own 5% or more of a Fund’s shares (or class of shares, if applicable) as of June 23, 2023 (the Record
Date).
| Name and Address of Beneficial
Owner | |
Amount of
Beneficial
Ownership | | |
Percentage
of Each
Class Based on
Shares Outstanding
as of the Record
Date | |
| CREDIT SUISSE COMMODITY RETURN STRATEGY FUND | |
| | | |
| | |
| | |
| | | |
| | |
| Class A | |
| | | |
| | |
| | |
| | | |
| | |
John Hancock Trust Company LLC
200 Berkeley St Ste 7
Boston, MA 02116-5038 | |
| 487,587 | | |
| 34.03 | % |
| | |
| | | |
| | |
Pershing LLC
1 Pershing Plaza
Jersey City, NJ
07399-0001 | |
| 149,908 | | |
| 10.46 | % |
| | |
| | | |
| | |
Wells Fargo Clearing Services LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 | |
| 132,987 | | |
| 9.28 | % |
| | |
| | | |
| | |
Merrill Lynch Pierce Fenner & Smith Inc.
Building 1 Team A Floor 2
4800 Deer Lake Drive East
Jacksonville Florida 32246-6484 | |
| 84,557 | | |
| 5.90 | % |
| | |
| | | |
| | |
Charles Schwab & Co Inc.
Special Custody Account for the Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main St
San Francisco, CA 94105-1901 | |
| 83,283 | | |
| 5.81 | % |
| | |
| | | |
| | |
| Class C | |
| | | |
| | |
| | |
| | | |
| | |
Wells Fargo Clearing Services LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 | |
| 165,496 | | |
| 46.61 | % |
| | |
| | | |
| | |
Raymond James Omnibus for Mutual Funds
880 Carillon PKWY
Saint Petersburg, FL 33716-1100 | |
| 43,124 | | |
| 12.15 | % |
| | |
| | | |
| | |
Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY 10004-1965 | |
| 35,654 | | |
| 10.04 | % |
| Name and Address of Beneficial
Owner | |
Amount of
Beneficial
Ownership | | |
Percentage
of Each
Class Based on
Shares Outstanding
as of the Record
Date | |
Merrill Lynch Pierce Fenner & Smith Inc.
Building 1 Team A
Floor 2
4800 Deer Lake Drive East
Jacksonville Florida 32246-6484 | |
| 31,849 | | |
| 8.97 | % |
| | |
| | | |
| | |
American Enterprise Investment SVC
707 2nd Avenue S
Minneapolis,
MN 55402-2405 | |
| 20,824 | | |
| 5.86 | % |
| | |
| | | |
| | |
| Class I | |
| | | |
| | |
| | |
| | | |
| | |
Merrill Lynch Pierce Fenner & Smith Inc.
Building 1 Team A Floor 2
4800 Deer Lake Drive East
Jacksonville Florida 32246-6484 | |
| 16,122,882 | | |
| 29.24 | % |
| | |
| | | |
| | |
Nat’l Financial SVCS Corp
FBO Customers
200 Liberty St Floor 5
New York, NY 10281-1119 | |
| 14,306,330 | | |
| 25.94 | % |
| | |
| | | |
| | |
Pershing LLC
1 Pershing Plaza
Jersey City, NJ
07399-0001 | |
| 6,940,353 | | |
| 12.58 | % |
| | |
| | | |
| | |
Wells Fargo Clearing Services LLC
Special Custody Acct for the
Exclusive Benefit
of Customer
2801 Market St
Saint Louis, MO 63103-2523 | |
| 4,276,903 | | |
| 7.76 | % |
| | |
| | | |
| | |
| CREDIT SUISSE FLOATING RATE HIGH INCOME FUND | |
| | | |
| | |
| | |
| | | |
| | |
| Class A | |
| | | |
| | |
| | |
| | | |
| | |
UBS WM USA
1000 Harbor Blvd
Weehawken, NJ 07086-6761 | |
| 4,279,68 | | |
| 24.50 | % |
| | |
| | | |
| | |
Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY 10004-1965 | |
| 2,455,466 | | |
| 14.05 | % |
| | |
| | | |
| | |
Merrill Lynch Pierce Fenner & Smith Inc.
Building 1 Team A Floor 2
4800 Deer Lake Drive East
Jacksonville Florida 32246-6484 | |
| 2,421,021 | | |
| 13.86 | % |
| | |
| | | |
| | |
Wells Fargo Clearing Services LLC
Special Custody Acct for the
Exclusive Benefit
of Customer
2801 Market St
Saint Louis, MO 63103-2523 | |
| 2,136,626 | | |
| 12.23 | % |
| Name and Address of Beneficial
Owner | |
Amount of
Beneficial
Ownership | | |
Percentage
of Each
Class Based on
Shares Outstanding
as of the Record
Date | |
Charles Schwab & Co Inc.
Special Custody Account for the Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main St
San Francisco, CA 94105-1901 | |
| 1,838,702 | | |
| 10.52 | % |
| | |
| | | |
| | |
| Class C | |
| | | |
| | |
| | |
| | | |
| | |
Wells Fargo Clearing Services LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 | |
| 1,634,758 | | |
| 23.65 | % |
| | |
| | | |
| | |
Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY 10004-1965 | |
| 1,463,625 | | |
| 21.17 | % |
| | |
| | | |
| | |
UBS WM USA
1000 Harbor Blvd
Weehawken, NJ 07086-6761 | |
| 667,517 | | |
| 9.66 | % |
| | |
| | | |
| | |
Merrill Lynch Pierce Fenner & Smith Inc.
Building 1 Team A Floor 2
4800 Deer Lake Drive East
Jacksonville Florida 32246-6484 | |
| 580,471 | | |
| 8.40 | % |
| | |
| | | |
| | |
Raymond James Omnibus for Mutual Funds
880 Carillon PKWY
Saint Petersburg, FL 33716-1100 | |
| 429,783 | | |
| 6.22 | % |
| | |
| | | |
| | |
Charles Schwab & Co Inc.
Special Custody Account for the Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main St
San Francisco, CA 94105-1901 | |
| 388,999 | | |
| 5.63 | % |
| | |
| | | |
| | |
| Class I | |
| | | |
| | |
| | |
| | | |
| | |
Nat’l Financial SVCS Corp
FBO Customers
200 Liberty St Floor 5
New York, NY 10281-1119 | |
| 65,754,494 | | |
| 20.73 | % |
| | |
| | | |
| | |
Merrill Lynch Pierce Fenner & Smith Inc.
Building 1 Team A Floor 2
4800 Deer Lake Drive East
Jacksonville Florida 32246-6484 | |
| 35,617,524 | | |
| 11.23 | % |
| Name and Address of Beneficial
Owner | |
Amount of
Beneficial
Ownership | | |
Percentage
of Each
Class Based on
Shares Outstanding
as of the Record
Date | |
Mitra & Co FBO 98
c/o Reliance Trust Company WI
4900 W Brown Deer Rd
Milwaukee, WI 53223-2422 | |
| 18,887,260 | | |
| 5.95 | % |
| | |
| | | |
| | |
Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY 10004-1965 | |
| 18,467,989 | | |
| 5.82 | % |
| | |
| | | |
| | |
Charles Schwab & Co Inc.
Special Custody Account for the Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main St
San Francisco, CA 94105-1901 | |
| 18,159,387 | | |
| 5.72 | % |
| | |
| | | |
| | |
| CREDIT SUISSE STRATEGIC INCOME FUND | |
| | | |
| | |
| | |
| | | |
| | |
| Class A | |
| | | |
| | |
| | |
| | | |
| | |
Wells Fargo Clearing Services LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 | |
| 543,078 | | |
| 20.56 | % |
| | |
| | | |
| | |
Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY 10004-1965 | |
| 387,086 | | |
| 14.66 | % |
| | |
| | | |
| | |
Charles Schwab & Co Inc.
Special Custody Account for the Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main St
San Francisco, CA 94105-1901 | |
| 227,037 | | |
| 8.60 | % |
| | |
| | | |
| | |
Charles Schwab & Co Inc.
Special Custody A/C FBO Customers
Attn: Mutual Funds
211 Main St
San Francisco, CA 94105-1901 | |
| 226,392 | | |
| 8.57 | % |
| | |
| | | |
| | |
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ 07310-1995 | |
| 187,309 | | |
| 7.09 | % |
| | |
| | | |
| | |
| Class C | |
| | | |
| | |
| | |
| | | |
| | |
Wells Fargo Clearing Services LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 | |
| 1,050,553 | | |
| 32.56 | % |
| Name and Address of Beneficial
Owner | |
Amount of
Beneficial
Ownership | | |
Percentage
of Each
Class Based on
Shares Outstanding
as of the Record
Date | |
Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY 10004-1965 | |
| 836,954 | | |
| 25.94 | % |
| | |
| | | |
| | |
UBS WM USA
1000 Harbor Blvd
Weehawken, NJ 07086-6761 | |
| 515,070 | | |
| 15.97 | % |
| | |
| | | |
| | |
Charles Schwab & Co Inc.
Special Custody ACCT FBO Customers
Attn: Mutual Funds
211 Main St
San Francisco, CA 94105-1901 | |
| 347,857 | | |
| 10.78 | % |
| | |
| | | |
| | |
| Class I | |
| | | |
| | |
| | |
| | | |
| | |
Morgan Stanley Smith Barney LLC
For the Exclusive Benefit of its Customers
1 New York Plaza
Floor 12
New York, NY 10004-1965 | |
| 6,311,657 | | |
| 23.48 | % |
| | |
| | | |
| | |
UBS WM USA
1000 Harbor Blvd
Weehawken, NJ 07086-6761 | |
| 5,722,405 | | |
| 21.29 | % |
| | |
| | | |
| | |
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ 07310-1995 | |
| 5,137,597 | | |
| 19.11 | % |
| | |
| | | |
| | |
Wells Fargo Clearing Services LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market St
Saint Louis, MO 63103-2523 | |
| 2,840.267 | | |
| 10.57 | % |
| | |
| | | |
| | |
Merrill Lynch Pierce Fenner & Smith Inc.
Building 1 Team A Floor 2
4800 Deer Lake Drive East
Jacksonville Florida 32246-6484 | |
| 1,394,853 | | |
| 5.19 | % |
| | |
| | | |
| | |
| CREDIT SUISSE MANAGED FUTURES STRATEGY FUND | |
| | | |
| | |
| | |
| | | |
| | |
| Class A | |
| | | |
| | |
| | |
| | | |
| | |
Charles Schwab & Co Inc.
Special Custody Account for the Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main St
San Francisco, CA 94105-1901 | |
| 965,027 | | |
| 74.31 | % |
| Name and Address of Beneficial
Owner | |
Amount of
Beneficial
Ownership | | |
Percentage
of Each
Class Based on
Shares Outstanding
as of the Record
Date | |
| Class C | |
| | | |
| | |
| | |
| | | |
| | |
Raymond James Omnibus for Mutual Funds
880 Carillon PKWY
Saint Petersburg, FL 33716-1100 | |
| 71,942 | | |
| 97.78 | % |
| | |
| | | |
| | |
| Class I | |
| | | |
| | |
| | |
| | | |
| | |
Pershing LLC
1 Pershing Plaza
Jersey City, NJ
07399-0001 | |
| 10,226,284 | | |
| 37.72 | % |
| | |
| | | |
| | |
John Hancock Investments
200 Berkeley St
Boston, MA 02116-5023 | |
| 4,546,777 | | |
| 16.77 | % |
| | |
| | | |
| | |
Charles Schwab & Co Inc.
Special Custody Account for the Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main St
San Francisco, CA 94105-1901 | |
| 3,051,730 | | |
| 11.26 | % |
| | |
| | | |
| | |
Raymond James Omnibus for Mutual Funds
880 Carillon PKWY
Saint Petersburg, FL 33716-1100 | |
| 2,972,248 | | |
| 10.96 | % |
| | |
| | | |
| | |
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ 07310-1995 | |
| 2,727,634 | | |
| 10.06 | % |
| | |
| | | |
| | |
| CREDIT SUISSE MULTIALTERNATIVE STRATEGY FUND | |
| | | |
| | |
| | |
| | | |
| | |
| Class A | |
| | | |
| | |
| | |
| | | |
| | |
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ 07310-1995 | |
| 7,395,143 | | |
| 93.16 | % |
| | |
| | | |
| | |
| Class I | |
| | | |
| | |
| | |
| | | |
| | |
West Virginia Investment Mgmt Board
500 Virginia St E Ste 200
Charleston, WV 25301-2177 | |
| 25,133,783 | | |
| 81.18 | % |
| | |
| | | |
| | |
LPL Financial
FBO Customer Accounts
Attn Mutual Fund Operations
PO Box 509046
San Diego, CA 92150-9046 | |
| 2,130,043 | | |
| 6.88 | % |
| | |
| | | |
| | |
Charles Schwab & Co Inc.
Special Custody Account for the Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main St
San Francisco, CA 94105-1901 | |
| 1,578,889 | | |
| 5.10 | % |
| Name and Address of Beneficial
Owner | |
Amount of
Beneficial
Ownership | | |
Percentage
of Each
Class Based on
Shares Outstanding
as of the Record
Date | |
| COMMODITY RETURN STRATEGY PORTFOLIO | |
| | | |
| | |
| | |
| | | |
| | |
| Class 1 | |
| | | |
| | |
| | |
| | | |
| | |
IDS Life Insurance Company
222 AXP Financial Center
Minneapolis, MN 55474-001 | |
| 1,165,708 | | |
| 66.48 | % |
| | |
| | | |
| | |
Jefferson National Life Insurance Company
10350 Ormsby Park Place
STE 600
Louisville KY 40223-6175 | |
| 282,087 | | |
| 16.09 | % |
| | |
| | | |
| | |
| Class 2 | |
| | | |
| | |
| | |
| | | |
| | |
Northwestern Mutual Life Insurance
Variable Annuity Account B
720 E Wisconsin Avenue
Milwaukee, WI 53202-4703 | |
| 23,614,952 | | |
| 78.08 | % |
| | |
| | | |
| | |
Northwestern Mutual Life Insurance
Variable Annuity Account A
720 E Wisconsin Avenue
Milwaukee, WI 53202-4703 | |
| 2,494,610 | | |
| 8.25 | % |
| | |
| | | |
| | |
Northwestern Mutual Life Insurance
Variable Annuity Account A
720 E Wisconsin Avenue
Milwaukee, WI 53202-4703 | |
| 2,065,130 | | |
| 6.83 | % |
| | |
| | | |
| | |
Northwestern Mutual Life Insurance
Variable Annuity Account A
720 E Wisconsin Avenue
Milwaukee, WI 53202-4703 | |
| 1,952,798 | | |
| 6.46 | % |
| | |
| | | |
| | |
| CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC. | |
| | | |
| | |
| | |
| | | |
| | |
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187 | |
| 8,259,494 | | |
| 15.69 | % |
| | |
| | | |
| | |
| CREDIT SUISSE HIGH YIELD BOND FUND | |
| | | |
| | |
| | |
| | | |
| | |
First Trust Portfolios L.P.
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187 | |
| 13,501,299 | | |
| 13.04 | % |
APPENDIX I
Equity Securities Owned by
Directors/Trustees and Executive Officers
The following table shows the
amount of equity securities beneficially owned by the Directors/Trustees of each Fund as of June 9, 2023:
| Name |
Fund Name |
Aggregate
Dollar
Range of
Shares in
Each
Fund*(1)
|
Shares
Beneficially
Owned(1) |
Percentage of
Outstanding
Shares of Class
Owned
(Name of
Class) |
| Laura DeFelice |
Credit Suisse Commodity Return Strategy Fund |
B |
86 |
0.000001%
(Class I) |
| Credit Suisse Floating Rate High Income Fund |
C |
5,721 |
0.00001%
(Class I) |
| Credit Suisse Managed Futures Strategy Fund |
B |
627 |
0.00002%
(Class I) |
| Credit Suisse Multialternative Strategy Fund |
C |
2,732 |
0.00008%
(Class I) |
| Credit Suisse Strategic Income Fund |
C |
3,939 |
0.0001%
(Class I) |
| Mahendra Gupta |
Credit Suisse Floating Rate High Income Fund |
D |
9,327 |
0.00002%
(Class I) |
| Credit Suisse Strategic Income Fund |
D |
6,334 |
0.0002%
(Class I) |
| Samantha Kappagoda |
None |
– |
– |
– |
| John Popp |
Credit Suisse High Yield Bond Fund |
C |
19,500 |
0.0001%
(Common Shares) |
| Steven Rappaport |
Credit Suisse Commodity Return Strategy Fund |
C |
1,143 |
0.00002%
(Class I) |
| Credit Suisse Floating Rate High Income Fund |
C |
5,138
|
0.00001%
(Class I) |
| Credit Suisse Managed Futures Strategy Fund |
C |
2,561
|
0.00009%
(Class I) |
| Credit Suisse Multialternative Strategy Fund |
C |
2,764
|
0.00008%
(Class I) |
| Credit Suisse Strategic Income Fund |
C |
2,631 |
0.00009%
(Class I) |
| Credit Suisse Asset Management Income Fund, Inc. |
E |
69,829
|
0.13%
(Common Shares) |
| Credit Suisse High Yield Bond Fund |
E |
301,734 |
0.29%
(Common Shares) |
* Key to Dollar Ranges:
A. None
B. $1 - $10,000
C. $10,001
- $50,000
D. $50,001
- $100,000
E. Over $100,000
(1) Beneficial
ownership is determined in accordance with Rule 13d-3 under the Exchange Act.
As of June 23, 2023, all
Directors/Trustees and executive officers of each Fund as a group owned less than 1% of the outstanding shares of each Fund.
APPENDIX J
Fees Paid to Credit Suisse, Credit Suisse UK and CSSU
| Fund | |
Aggregate
Advisory Fee
to Credit
Suisse (after
waivers, if
any) | | |
Aggregate Sub-
Advisory Fee to
Credit Suisse UK
(after waivers, if
any) | | |
Aggregate
Distribution
Services Fee
Paid to CSSU | | |
Fiscal Year
Ended |
| Credit Suisse Commodity Return Strategy Fund | |
$ | 13,732,609 | | |
| - | | |
$ | 197,336 | | |
10/31/22 |
| Credit Suisse Floating Rate High Income Fund | |
$ | 18,958,511 | | |
| - | | |
$ | 920,795 | | |
10/31/22 |
| Credit Suisse Strategic Income Fund | |
$ | 3,790,278 | | |
$ | 412,205 | | |
$ | 416,282 | | |
10/31/22 |
| Credit Suisse Managed Futures Strategy Fund | |
$ | 4,535,762 | | |
| - | | |
$ | 59,424 | | |
10/31/22 |
| Credit Suisse Multialternative Strategy Fund | |
$ | 1,033,788 | | |
| - | | |
$ | 15,777 | | |
10/31/22 |
| Commodity Return Strategy Portfolio | |
$ | 3,973,550 | | |
| - | | |
$ | 105,635 | | |
12/31/22 |
| Credit Suisse Asset Management Income Fund, Inc. | |
$ | 754,461 | | |
| - | | |
| - | | |
12/31/22 |
| Credit Suisse High Yield Bond Fund | |
$ | 3,124,199 | | |
| - | | |
| - | | |
10/31/22 |
APPENDIX K
Principal Executive Officers and Directors of Credit Suisse and
Credit Suisse UK
Credit Suisse
| Name |
Principal Occupation with
Credit Suisse |
Position with the Funds
(if applicable)
|
Address |
| Lou Anne McInnis |
Director |
Chief Legal Officer |
Eleven Madison Avenue
New York, New York 10010 |
| Karen Regan |
Vice President |
Vice President and Secretary (Open-End Funds)
Senior Vice President and Secretary (CIK and DHY) |
Eleven Madison Avenue
New York, New York 10010 |
| Omar Tariq |
Director |
Chief Financial Officer and Treasurer |
Eleven Madison Avenue
New York, New York 10010 |
| Thomas J. Flannery |
Managing Director |
Chief Investment Officer (CIK and DHY) |
Eleven Madison Avenue
New York, New York 10010 |
| John Popp |
Managing Director and Global Head and Chief Investment Officer of Credit Investments Group |
Director/Trustee |
Eleven Madison Avenue
New York, New York 10010 |
| Michael Rongetti |
Chief Executive Officer |
N/A |
Eleven Madison Avenue
New York, New York 10010 |
| Maura Miller |
Managing Director and Chief Compliance Officer |
N/A |
Eleven Madison Avenue
New York, New York 10010 |
| Dmitri Shadrin |
Chief Operating Officer |
N/A |
Eleven Madison Avenue
New York, New York 10010 |
Credit Suisse UK
| Name |
Principal Occupation with
Credit Suisse UK |
Position with the Funds
(if applicable)
|
Address |
|
Jo McCaffrey
|
President |
N/A |
One Cabot Square
London E14 4QJ, United Kingdom |
| Paul Hare |
Company Secretary |
N/A |
One Cabot Square
London E14 4QJ, United Kingdom |
| Marc Berryman |
Chief Operating Officer and Director |
N/A |
One Cabot Square
London E14 4QJ, United Kingdom |