EX-99.(H)(33) 15 a12-15766_1ex99dh33.htm EX-99.(H)(33)

Exhibit 99.(h)(33)

 

STATE STREET LETTERHEAD

 

 

June 8, 2011

 

Each of the Borrowers listed

  on Appendix I hereto

Eleven Madison Avenue

New York, NY 10010

Attention:  Michael Pignataro, Chief Financial Officer

 

         RE:  Fourth Amendment to Credit Suisse Family of Funds Line of Credit

 

Ladies and Gentlemen:

 

State Street Bank and Trust Company (the “Bank”) has made available to each of the investment companies registered under the Investment Company Act listed on Appendix I attached hereto (each, a “Borrower”), each acting on behalf of its respective Funds as specified from time to time on Appendix I hereto (each such fund series, a “Fund”), a $25,000,000.00 committed, unsecured line of credit (the “Committed Line”) as described in a letter agreement dated June 10, 2009, by and among the Borrowers and the Bank (as amended, the “Loan Agreement”).  The obligations of the Borrowers arising under the Committed Line are evidenced by a promissory note in the original principal amount of $25,000,000.00 dated June 9, 2010 (the “Existing Note”).  Any capitalized term not otherwise defined herein shall have the same meanings as set forth in the Loan Agreement.

 

The Borrowers have requested, and the Bank has agreed, to extend the Committed Line for an additional 364-day period from the date hereof and to amend the Loan Agreement as set forth below.  Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrowers, on behalf of their respective Funds, and the Bank agree as follows:

 

I.              Amendments to Loan Documents

 

1.             The second paragraph of the Loan Agreement is hereby amended by replacing the dollar amount “$25,000,000” appearing therein with the dollar amount “$20,000,000”.

 

2.             Section I(1) of the Loan Agreement is hereby amended by deleting the first sentence in its entirety and substituting the following therefor:  “The Committed Line shall expire on June 6, 2012 (the “Expiration Date”), unless extended by mutual agreement of the Bank and the Borrowers or, with respect to any Fund, terminated by a Borrower on behalf of such Fund as provided herein.”

 

3.              Section I(8) of the Loan Agreement is hereby amended by replacing the percentage “0.14%” appearing therein with the percentage “0.125%”.

 

4.             Section II(15) of the Loan Agreement is hereby amended by restating the definition of “Committed Line Amount” to read in its entirety as follows:

 



 

Committed Line Amount” shall mean $20,000,000.

 

5.             Credit Suisse High Income Fund, a fund series of Credit Suisse Opportunity Funds, has changed its name to Credit Suisse Floating Rate High Income Fund

 

6.             The Appendix I to the Loan Agreement is hereby deleted in its entirety and the Appendix I attached hereto is substituted therefor.

 

7.             Each of Exhibit A and Exhibit B to the Loan Agreement is hereby replaced in its entirety with the new Exhibit A and Exhibit B, respectively, attached hereto.

 

II.            Execution of Amended and Restated Note

 

As a condition to the effectiveness of this letter amendment, concurrently herewith each of the Borrowers, for itself or on behalf of its respective Funds, is executing and delivering to the Bank an amended and restated promissory note dated the date hereof in the original principal amount of $20,000,000 and otherwise in the form of Exhibit A hereto (the “New Note”), which New Note shall amend, restate, supersede and replace the Existing Note in its entirety.  Notwithstanding the foregoing, nothing contained herein or in the New Note shall be deemed to evidence the repayment or satisfaction of any amounts outstanding under the Existing Note, and any such outstanding amounts shall hereafter be deemed to be evidenced by, and outstanding under, the New Note.  All references in the Loan Documents to the “Note” shall hereinafter be deemed to be references to the New Note, as the same may be further amended, restated, extended, replaced or otherwise modified and in effect from time to time.

 

III.           Miscellaneous

 

1.             Other than as amended hereby, all terms and conditions of the Loan Agreement and all related Loan Documents are ratified and affirmed as of the date hereof and extended in order to give effect to the terms hereof.

 

2.             Each of the Borrowers, for itself and on behalf of each of its respective Funds, represents and warrants to the Bank as follows:  (a) no Default or Event of Default has occurred and is continuing on the date hereof under the Loan Documents; (b) each of the representations and warranties of such Borrower contained in the Loan Agreement is true and correct in all material respects on and as of the date of this letter amendment; (c) the execution, delivery and performance of this letter amendment, New Note, and the Loan Documents, as amended hereby (collectively, the “Amended Loan Documents”):  (i) are, and will be, within such Borrower’s or Fund’s power and authority, (ii) have been authorized by all necessary proceedings, (iii) do not, and will not, require any consents or approvals including from any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the declaration of trust certificate or articles of incorporation or by-laws or other organizational documents of such Borrower or such Fund or any law, rule or regulation applicable to such Borrower or such Fund, (v) do not constitute a default under any other

 

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agreement, order or undertaking binding on such Borrower or such Fund, and (vi) do not require the consent or approval of any other party other than for those consents and approvals which have been received; and (d) each of the Amended Loan Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower and such Fund, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

 

3.             Upon receipt of a fully executed copy of this letter amendment and such other documents or instruments as the Bank may reasonably request, this letter amendment shall constitute an amendment to the Loan Agreement to be governed by the laws of the Commonwealth of Massachusetts.

 

4.             This letter amendment may be executed in counterparts each of which shall be deemed to be an original document.

 

[Remainder of Page Intentionally Left Blank.]

 

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If the foregoing is acceptable to you, please have an authorized officer of the Borrower execute this letter amendment below where indicated and return the same to the undersigned.

 

 

Very truly yours,

 

 

 

STATE STREET BANK AND TRUST COMPANY

 

 

 

 

 

By:

/s/Paul J. Koobatian

 

 

Paul J. Koobatian, Vice President

 

Acknowledged and Accepted:

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE CAPITAL FUNDS, on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE OPPORTUNITY FUNDS, on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 

CREDIT SUISSE TRUST, on behalf of

its fund series as listed in Appendix I attached hereto

 

By:

/s/Michael A. Pignataro

 

Title:

CFO

 

 



 

APPENDIX I

 

List of Borrowers and Funds

 

 

 

Custodian

 

Specified
Percentage

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

SSB(1)

 

10

%

 

 

 

 

 

 

CREDIT SUISSE CAPITAL FUNDS, on behalf of:

 

 

 

 

 

Credit Suisse Large Cap Blend II Fund

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

SSB

 

33 1/3

%

 

 

 

 

 

 

CREDIT SUISSE OPPORTUNITY FUNDS, on behalf of:

 

 

 

 

 

Credit Suisse Floating Rate High Income Fund (formerly Credit Suisse High Income Fund)

 

SSB

 

20

%

 

 

 

 

 

 

CREDIT SUISSE TRUST, on behalf of:

 

 

 

 

 

Commodity Return Strategy Portfolio

 

SSB

 

20

%

International Equity Flex III Portfolio

 

SSB

 

33 1/3

%

U.S. Equity Flex I Portfolio

 

SSB

 

33 1/3

%

 


(1)  State Street Bank and Trust Company as custodian

 



 

EXHIBIT A

 

AMENDED AND RESTATED PROMISSORY NOTE

 

$20,000,000

June 8, 2011

 

Boston, Massachusetts

 

For value received, each of the undersigned hereby severally promises to pay to State Street Bank and Trust Company (the “Bank”), or order, at the office of the Bank at 100 Huntington Avenue, Tower 1, Floor 4, Boston, Massachusetts 02116 in immediately available United States dollars, the principal amount of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00), or such lesser original principal amount as shall be outstanding hereunder and not have been prepaid as provided herein, together with interest thereon as provided below.  Each Loan shall be payable upon the earliest to occur of (a) the Expiration Date, (b) 60 calendar days following the date on which such Loan is made, or (c) the date on which such Loan otherwise becomes due and payable under the terms of the Loan Agreement referred to below, whether following the continuance of an Event of Default or otherwise.  Interest on the unpaid principal amount outstanding hereunder shall be payable at the rates and at the times as set forth in the Loan Agreement and shall be computed as set forth in the Loan Agreement.  Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, including holidays or other days on which the Bank is not open for the conduct of banking business.

 

All Loans hereunder and all payments on account of principal and interest hereof shall be recorded by the Bank.  The entries on the records of the Bank (including any appearing on this Note), absent manifest error, shall govern and control as to amounts outstanding hereunder, provided that the failure by the Bank to make any such entry shall not affect the obligation of the undersigned to make payments of principal and interest on all Loans as provided herein and in the Loan Agreement.

 

Following the occurrence of an Event of Default, unpaid principal on any Loan, and to the extent permitted by applicable law, unpaid interest on any Loan, shall thereafter bear interest, compounded monthly and be payable on demand, until paid in full (after as well as before judgment) at a rate per annum equal to two percent (2%) above the rate otherwise applicable to such Loan under the Loan Agreement.

 

This Note is issued pursuant to, and entitled to the benefits of, and is subject to, the provisions of a certain letter agreement dated June 10, 2009 by and among the undersigned and the Bank (herein, as the same may from time to time be amended, restated, supplemented, modified or extended, referred to as the “Loan Agreement”), but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned makers of this Note to pay the principal of and interest on this Note as herein provided.  All terms not otherwise defined herein shall be used as defined in the Loan Agreement.

 



 

The undersigned may at its option prepay all or any part of the principal of this Note subject to the terms of the Loan Agreement.  Amounts prepaid may be reborrowed subject to the terms of the Loan Agreement.

 

Each of the undersigned makers and every endorser and guarantor, if any, hereof hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement hereof and consents that this Note may be extended from time to time and that no such extension or other indulgence, and no substitution, release or surrender of collateral and no discharge or release of any other party primarily or secondarily liable hereon, shall discharge or otherwise affect the liability of any of the undersigned or any such endorser or guarantor.  No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder, and a waiver of any such right on any one occasion shall not be construed as a bar to or waiver of any such right on any future occasion.

 

This Note amends and restates in its entirety a promissory note dated June 9, 2010 in the original principal amount of $25,000,000 executed by certain of the undersigned to the order of the Bank (as amended, the “Existing Note”).  Any amounts outstanding under the Existing Note as of the date hereof shall be deemed to be outstanding under this Note.

 

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This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts (without giving effect to any conflicts of laws provisions contained therein).

 

WITNESS:

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

WITNESS:

CREDIT SUISSE CAPITAL FUNDS, on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

WITNESS:

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

WITNESS:

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

 

 

WITNESS:

CREDIT SUISSE OPPORTUNITY FUNDS, on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

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WITNESS:

CREDIT SUISSE TRUST, on behalf of its fund series as listed in Appendix I attached hereto

 

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title

 

 

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SCHEDULE I TO NOTE DATED JUNE 8, 2011

 

Date of
Loan

 

Amount of
Principal

 

Amount of Principal
Paid

 

Outstanding
Balance

 

Notation Made By

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

APPENDIX I

 

List of Borrowers and Funds

 

CREDIT SUISSE ASSET MANAGEMENT INCOME FUND, INC.

 

CREDIT SUISSE CAPITAL FUNDS, on behalf of:

Credit Suisse Large Cap Blend II Fund

 

CREDIT SUISSE COMMODITY RETURN STRATEGY FUND

 

CREDIT SUISSE LARGE CAP BLEND FUND, INC.

 

CREDIT SUISSE OPPORTUNITY FUNDS, on behalf of:

Credit Suisse Floating Rate High Income Fund

 

CREDIT SUISSE TRUST, on behalf of:

Commodity Return Strategy Portfolio

International Equity Flex III Portfolio

U.S. Equity Flex I Portfolio

 



 

EXHIBIT B

 

ADVANCE/PAYDOWN

REQUEST FORM

 

DATE:

 

 

 

TO:

STATE STREET BANK AND TRUST COMPANY

 

 

ATTN:

LOAN OPERATIONS CUSTOMER SERVICE UNIT
telephone (617) 662-8574 or (617) 662-8575; fax (617) 988-6677

 

 

FROM:

[BORROWER][ on behalf of [FUND]]

 

(Fund #                       ) (DDA #                         )

 

In connection with the letter agreement dated June 10, 2009 and related documents currently in effect with State Street Bank and Trust Company (as amended, collectively, the “Agreement”), please increase/reduce (circle one) the outstanding balance on behalf of the above-indicated Fund by $                    .  Any requested Loan should be recorded on the books of the Fund with the Bank and interest payable to the Bank should be recorded at the agreed upon rate.

 

1.

This request is (check one): o Loan Advance o Paydown o Overnight Rollover o

 

 

2.

The proceeds of any requested Loan shall be used only to the extent consistent with and not prohibited by the Prospectus, the terms of the Agreement and applicable laws and regulations, including, without limitation, Regulation U, and no Default of Event of Default has occurred under the Agreement.

 

 

4.

All of the representations and warranties of the undersigned Borrower and Fund set forth in Section II(2) of the Agreement are true and correct on and as of the date hereof.

 

 

5.

Each of the Borrower and the Fund is in compliance with all the terms and conditions in the Agreement (including the Maximum Amount and other borrowing limitations thereunder) and will remain in compliance therewith after giving effect to the making of any requested Loan.

 

 

6.

The following amounts and statements are true in connection with any requested Loan:

 

 

 

(a)

Adjusted Net Assets of the Fund:

 

 

 

 

 

(i)

Total Assets of the Fund

 

$

 

 

 

(ii)

Total Liabilities (excluding Indebtedness for borrowed money) of the Fund*

 

$

 

 

 

(iii)

without duplication, the value of any segregated assets or assets otherwise subject to any pledge or other encumbrance

 

$

 

 

 

(iv)

aggregate amount invested in subsidiaries

 

 

 

 


* For purposes of calculating Adjusted Net Assets for any Fund, the amount of any liability included in liabilities shall be equal to the greater of (i) the outstanding amount of such liability and (ii) the fair market value of all assets pledged or otherwise segregated to secure such liability.

 



 

 

 

 

of such Fund

 

$

 

 

 

(v)

item (a)(i) less item (a)(ii) less item (a)(iii) less item (a)(iv)

 

$

 

 

 

 

 

 

 

 

 

(b)

Specified Percentage of item (a)(v)

 

$

 

 

 

 

 

 

 

 

 

 

 

 

(c)

(i)

Beginning Loan Balance:

 

$

 

 

 

(ii)

Paydown Amount (if any):

 

$

 

 

 

(iii)

Requested Loan (if any)

 

$

 

 

 

(iv)

Requested Loans Balance ((i) minus (ii) or (i) plus (iii)):

 

$

 

 

 

 

 

 

 

 

 

(d)

The aggregate outstanding principal amount of Indebtedness for borrowed money of the Fund other than the Loans as of the date hereof

 

$

 

 

 

 

 

 

 

 

(e)

Total Indebtedness for borrowed money ((c)(v) plus (d)):

 

$

 

 

7.

The amount set forth in 6(e) above does not exceed the lesser of (a) the amount set forth in 6(b) above, or (b) the maximum amount which the relevant Fund is permitted to borrow (after taking into account all outstanding Indebtedness) pursuant to its Prospectus, the Investment Company Act or any registration made thereunder, any vote of the shareholders of the applicable Borrower or such Fund, any agreement of such Borrower or Fund with any foreign, federal, state or local securities division to which such Borrower or Fund is subject, any other applicable agreement or document to which such Borrower or Fund, is a party or any law, rule or regulation applicable to such Borrower or Fund.

 

 

8.

The amount set forth in 6(c)(iv) above does not exceed the Committed Line Amount, and the aggregate principal amount of Loans outstanding to all Borrowers on behalf of all Funds under the Agreement (after giving effect to the amount of any requested Loan) does not exceed the Committed Line Amount.

 

 

9.

The undersigned is a duly authorized officer of the Borrower identified above with authority to execute and deliver this document to the Bank and request the Loan described herein on behalf of the Fund identified above.

 

 

[BORROWER][, on behalf of [FUND]]

 

 

 

 

 By:

 

 

 Name:

 

 

 Title

 

 

 Date:

 

 

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