Credit Suisse Growth Funds ICVC

Transcription

1 Credit Suisse Growth Funds ICVC Important IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS PROSPECTUS YOU SHOULD CONSULT YOUR FINANCIAL ADVISER. (An open-ended investment company with variable capital incorporated with limited liability and registered in England and Wales under registered number IC62) This Prospectus is dated, and is valid as at 1 September This document constitutes the Prospectus for Credit Suisse Growth Funds ICVC which has been prepared in accordance with the Collective Investment Schemes Sourcebook. CREDIT SUISSE ASSET MANAGEMENT FUNDS (UK) LIMITED, the authorised corporate director of the Company, is the person responsible for the information contained in this Prospectus. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained herein does not contain any untrue or misleading statement or omit any matters required by The New Collective Investment Schemes Sourcebook to be included in it. CREDIT SUISSE ASSET MANAGEMENT FUNDS (UK) LIMITED accepts responsibility accordingly.

2 CONTENTS Clause Page DEFINITIONS DETAILS OF THE COMPANY THE STRUCTURE OF THE COMPANY INVESTMENT OBJECTIVES, POLICIES AND OTHER DETAILS OF THE FUNDS BUYING, SELLING AND SWITCHING SHARES VALUATION OF THE COMPANY RISK FACTORS MANAGEMENT AND ADMINISTRATION FEES AND EXPENSES INSTRUMENT OF INCORPORATION SHAREHOLDER MEETINGS AND VOTING RIGHTS TAXATION WINDING UP OF THE COMPANY OR A FUND GENERAL INFORMATION...52 APPENDIX I...55 (ELIGIBLE SECURITIES MARKETS AND ELIGIBLE DERIVATIVES MARKETS)...55 APPENDIX II...58 INVESTMENT MANAGEMENT AND BORROWING POWERS OF THE COMPANY...58 APPENDIX III...79 FUNDS OF CREDIT SUISSE OEICS...79 APPENDIX IV...80 PAST PERFORMANCE TABLES FOR EACH FUND...80 APPENDIX V...82 DIRECTORS OF THE ACD...82 DIRECTORY...84

3 Copies of this Prospectus have been sent to the FSA and the Depositary. No person has been authorised by the Company to give any information or to make any representations in connection with the offering of Shares other than those contained in the Prospectus and, if given or made, such information or representations must not be relied on as having been made by the Company. The delivery of this Prospectus (whether or not accompanied by any reports) or the issue of Shares shall not, under any circumstances, create any implication that the affairs of the Company have not changed since the date hereof. The distribution of this Prospectus and the offering of Shares in certain jurisdictions may be restricted. Persons into whose possession this Prospectus comes are required by the Company to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended. Accordingly, in normal circumstances Shares may not be offered or sold in the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia or offered or sold to US persons. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended. The ACD has not been and will not be registered under the United States Investment Advisors Act of Furthermore, Shares have not been, and will not be, registered under any of the relevant securities laws of Canada, Australia or Japan. Accordingly, unless an exemption under relevant securities law is applicable, Shares may not be offered, sold or delivered, directly or indirectly, in, into or from Canada, Australia or Japan and copies of this Prospectus are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the USA, Canada, Australia or Japan. Shares in the Company are not listed on any investment exchange. Potential investors should not treat the contents of this Prospectus as advice relating to legal, taxation, investment or any other matters and are recommended to consult their own professional advisers concerning the acquisition, holding or disposal of Shares. The provisions of the Company s Instrument of Incorporation are binding on each of its Shareholders (who are taken to have notice of them). This Prospectus has been issued for the purpose of section 21 of the Financial Services and Markets Act 2000 by Credit Suisse Asset Management Funds (UK) Limited. This Prospectus is based on information, law and practice at the date hereof. The Company cannot be bound by an out of date prospectus when it has issued a new prospectus and investors should check with the ACD that this is the most recently published prospectus. Investors should ensure that they have read all sections of the Prospectus and, if the Prospectus has been obtained electronically, should refer to the contents page to ensure they have the complete Prospectus. 1

4 DEFINITIONS the ACD the Act Credit Suisse Asset Management Funds (UK) Limited, the authorised corporate director of the Company The Financial Services and Markets Act 2000 as amended from time to time Administrator Mellon Bank N.A. London Branch, the administrator and registrar of the Company Approved Bank in relation to a bank account opened by the Company: (a) (b) (c) if the account is opened at a branch in the United Kingdom; (i) the Bank of England; or (ii) the central bank of a member state of the OECD; or (iii) (iv) a bank or a building society which offers, unrestrictedly, banking services; or a bank which is supervised by the central bank or other banking regulator of a member state of the OECD; or if the account is opened elsewhere: (i) a bank in (a); or (ii) a credit institution established in an EEA State other than in the United Kingdom and duly authorised by the relevant Home State Regulator; or (iii) a bank which is regulated in the Isle of Man or the Channel Islands; or a bank supervised by the South African Reserve Bank Class or Classes in relation to Shares, means (according to the context) all of the Shares related to a single Fund or a particular class or classes of Share related to a single Fund COLL refers to the appropriate chapter or rule in the COLL Sourcebook COLL Sourcebook The Collective Investment Schemes Sourcebook issued by the FSA as amended or re-enacted from time to time Company Credit Suisse Growth Funds ICVC 2

5 Credit Suisse Individual Savings Account Credit Suisse OEIC Credit Suisse Personal Equity Plan Credit Suisse Regular Savings Plan Dealing Day Depositary Director or Directors EEA State Eligible Institution the FSA the FSA Handbook FSA Rules Fund or Funds an individual savings account set up and managed by the ACD in accordance with The Individual Savings Account Regulations (1998) (as amended) Credit Suisse Income Funds ICVC, Credit Suisse International Funds ICVC, Credit Suisse International Funds ICVC, Credit Suisse SL Funds ICVC and Credit Suisse Investor Funds ICVC or any other open-ended investment company with variable capital incorporated in England and Wales and managed by the ACD, further details of which are set out in Appendix III to this Prospectus a personal equity plan set up and managed by the ACD in accordance with The Personal Equity Plan Regulations (1989) (as amended) a regular savings plan investing in Shares operated by the ACD Monday to Friday (except for (unless the ACD otherwise decides) a bank holiday in England and Wales or any day on which the London Stock Exchange plc is not open for the full duration of its normal trading hours) and other days at the ACD s discretion Citibank International PLC, the depositary of the Company the directors of the Company from time to time (including the ACD) a member state of the European Union and any other state which is within the European Economic Area one of certain eligible institutions being a BCD credit institution authorised by its home state regulator or an ISD investment firm authorised by its home state regulator as defined in the glossary of definitions in the FSA Handbook the Financial Services Authority the FSA Handbook of Rules and Guidance the rules contained in the COLL Sourcebook published by the FSA as part of the FSA Handbook made under the Act which shall, for the avoidance of doubt, not include guidance or evidential requirements contained in the said sourcebook a sub-fund of the Company (being part of the Scheme Property of the Company which is pooled separately) to which specific assets and liabilities of the Company may be allocated and 3

6 which is invested in accordance with the investment objective applicable to such subfund, or where appropriate a sub-fund of Credit Suisse Investor Funds ICVC, Credit Suisse International Funds ICVC and Credit Suisse Income Funds ICVC Instrument of Incorporation Investment Manager Net Asset Value or NAV the instrument of incorporation of the Company as amended from time to time Credit Suisse Asset Management Limited, London, the investment manager to the ACD in relation to all the Funds in the Company the value of the Scheme Property of the Company (or of any Fund, as the context may require) less the liabilities of the Company (or of the Fund concerned) as calculated in accordance with the Instrument of Incorporation OEIC Regulations the Open-Ended Investment Companies Regulations 2001 as amended or re-enacted from time to time Regulations Scheme Property SDRT Share or Shares Shareholder switch Valuation Point VAT the OEIC Regulations and the FSA Handbook the scheme property of the Company required under the COLL Sourcebook to be given for safe-keeping to the Depositary stamp duty reserve tax a share or shares in the Company (including larger denomination Shares and fractions), or where appropriate a share or shares in any other Credit Suisse OEIC a holder of registered or bearer Shares in the Company or, where appropriate, a holder of registered shares in any other Credit Suisse OEIC the exchange of Shares of one Class or Fund for Shares of another Class or Fund the point, whether on a periodic basis or for a particular valuation, at which the ACD carries out a valuation of the Scheme Property for the Company or a Fund (as the case may be) for the purpose of determining the price at which Shares of a Class may be issued, cancelled or redeemed value added tax 4

7 1. DETAILS OF THE COMPANY 1.1 General Credit Suisse Growth Funds ICVC is an open-ended investment company with variable capital incorporated in England and Wales under registered number IC62 and authorised by the FSA with effect from 22 February The Company is a UCITS scheme which complies with COLL. The Company has an unlimited duration. Shareholders are not liable for the debts of the Company. The ACD is also the authorised corporate director of four other open-ended investment companies, Credit Suisse Income Funds ICVC, Credit Suisse International Funds ICVC, Credit Suisse Investor Funds ICVC and Credit Suisse SL Funds ICVC. The sub-funds of each Credit Suisse OEIC are set out in Appendix III. Shareholders are able to switch between the Funds as set out in Switching in section Head Office: One Cabot Square London E14 4QJ 1.3 Address for Service: The Head Office is the address of the place in the United Kingdom for service on the Company of notices or other documents required or authorised to be served on it. 1.4 Base Currency: The base currency of the Company and each Fund is Pounds Sterling. 1.5 Share Capital: Maximum 100,000,000,000 Minimum 1,000,000 Shares have no par value. The share capital of the Company at all times equals the sum of the Net Asset Values of each of the Funds. 5

8 2. THE STRUCTURE OF THE COMPANY 2.1 The Funds: The Company is structured as an umbrella company, in that different Funds may be established from time to time by the ACD with the approval of the FSA. On the introduction of any new Fund or Class, a revised prospectus will be prepared setting out the relevant details of each Fund or Class. The assets of each Fund will be treated as separate from those of every other Fund and will be invested in accordance with the investment objective and investment policy applicable to that Fund. Investment of the assets of each of the Funds must comply with the COLL Sourcebook and the investment objective and policy of the relevant Fund. The Funds of the Company are: Credit Suisse UK Mid 250 Fund Credit Suisse Alpha Growth Fund Credit Suisse Fellowship Fund Credit Suisse Special Situations Fund (not yet launched) Credit Suisse Managed Assets Fund Credit Suisse Smaller Companies Fund Credit Suisse UK Thematic Fund These Funds will at all times be invested so as to render them as qualifying investments for the purposes of the Personal Equity Plan Regulations 1989 (as amended) and a stocks and shares component under the Individual Savings Account Regulations 1998 (as amended). Details of the Funds, including their investment objectives and policies, are contained in section 3. Each Fund has a specific portfolio to which that Fund s assets and liabilities are attributable. So far as the Shareholders are concerned each Fund is treated as a separate entity. Creditors of the Company may nevertheless look to all the assets of the Company for payment regardless of the Fund in respect of which that creditor s debt has arisen. Assets may be re-allocated to and from other Funds of the Company but not those of any other Credit Suisse OEIC, in the event of a shortfall, if it is necessary to do so to satisfy any creditor proceeding against the Company. In the event that any assets are so re-allocated, the ACD will advise Shareholders in the next succeeding annual or half-yearly report to Shareholders. Subject to the above, each Fund will be charged with the liabilities, expenses, costs and charges of the Company attributable to that Fund and within the Fund charges will be allocated between Classes in accordance with the terms of issue of Shares of those Classes. Any assets, liabilities, expenses, costs or charges not 6

9 attributable to a particular Fund may be allocated by the ACD in a manner which it believes is fair to the Shareholders generally. They will normally be allocated to all Funds pro rata to the value of the Net Asset Value of the relevant Funds. 2.2 Shares: Classes of Share within the Funds Several Classes of Share may be issued in respect of each Fund. Each Fund currently has three Classes, distinguished by their criteria for subscription and charging structure (for which see also sections 4 and 8) Classes of Share for all Funds * ) Class I: 3,000,000 minimum initial investment evidenced by a single contract note and 25,000 minimum subsequent investment. Investor Profile: This Class is aimed at large deals primarily from institutional and discretionary investors. Class A: 50,000 minimum initial investment and 1,000 minimum subsequent investment. Investor Profile: This Class is aimed at medium to large deals, for example from portfolio managers and stockbrokers. Class R: 1,000 minimum initial investment and 500 minimum subsequent investment. Investor Profile: This Class is aimed at smaller deals primarily from financial advisers, independent financial advisers and retail investors. Additional Class of Share for Credit Suisse UK Thematic Fund Class C: Class C Shares are available only to Shareholders who previously held Class C Shares in Credit Suisse FTSE 100 Tracker Fund and who were issued with Class C Shares in Credit Suisse UK Thematic Fund as a result of a scheme of arrangement effecting the merger of Credit Suisse FTSE 100 Tracker Fund and Credit Suisse UK Thematic Fund (previously called Credit Suisse UK Growth & Income Fund) dated 1 December Investor Profile: This Class is only available for investment through Credit Suisse Individual Savings Account for that reason. * Credit Suisse FTSE 100 Tracker Fund is no longer available. 7

10 Only net income Shares are currently available in respect of each Class. Holders of net income Shares are entitled to be paid the income (if any) attributed to such Shares on the relevant interim and annual allocation dates. Where a Fund has different Classes, each Class may attract different charges and so monies may be deducted from Classes in unequal proportions. In these circumstances the proportionate interests of the Classes within a Fund will be adjusted accordingly. Shareholders can choose to have their distribution of income paid direct to their bank or building society current account. Alternatively, Shareholders may choose to have their income distributions automatically reinvested to purchase further Shares of the same Class and Fund at the prevailing Net Asset Value currently without attracting an initial charge. Shareholders are entitled (subject to certain restrictions) to switch all or part of their Shares in a Class or a Fund for Shares in another Class within the same Fund or for Shares of the same or another Class within a different Fund of the Company or another Credit Suisse OEIC provided they meet the criteria laid down for that Class. Details of this switching facility and the restrictions are set out in section 4.3. Please note that the provisions of this Prospectus in relation to switching do not apply to Credit Suisse SL Funds ICVC. 2.3 Changes to the Company Where any changes are proposed to be made to the Company or a Fund the ACD will assess whether the change is fundamental, significant or notifiable in accordance with COLL 4.3. If the change is regarded as fundamental, Shareholder approval will be required. If the change is regarded as significant, not less than 60 days prior written notice will be given to Shareholders. If the change is regarded as notifiable, Shareholders will receive suitable notice of the change. 3. INVESTMENT OBJECTIVES, POLICIES AND OTHER DETAILS OF THE FUNDS Investment of the assets of each of the Funds must comply with the COLL Sourcebook and the investment objective and policy of the relevant Fund. Details of these investment objectives and policies are set out below. The eligible markets on which the Funds may invest are set out in Appendix I. A detailed statement of the general investment and borrowing restrictions and the extent to which the Company may employ efficient portfolio management techniques is set out in Appendix II. 3.1 Credit Suisse UK Mid 250 Fund 8

11 Investment Objective: To achieve long term capital growth. Investment Policy: The Fund s investment policy is to invest mainly in a portfolio of medium sized companies selected from the range of companies listed on the FTSE 250 Index Classes of Share available: (i) Class I net income Shares (ii) Class A net income Shares (iii) Class R net income Shares 3.2 Credit Suisse Alpha Growth Fund Investment Objective: To achieve long term capital growth. Investment Policy: The Fund s investment policy is to invest mainly in a portfolio of UK and other securities, which may include fixed interest and overseas securities. Classes of Share available: (i) Class I net income Shares (ii) Class A net income Shares (iii) Class R net income Shares 3.3 Credit Suisse Fellowship Fund Investment Objective: To achieve capital growth over the long term. Investment Policy: The Fund s investment policy is to invest in companies, which meet defined ethical criteria predominately in the UK, although the ACD may invest Shares in Credit Suisse UK Mid 250 Fund are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ( FTSE ) or by the London Stock Exchange Limited (the Exchange ) or by the Financial Times Limited ( FT ) and neither FTSE nor the Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FT All-Share Index or the FTSE 250 Index (each the Index ) and/or the figure at which the Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, neither FTSE nor the Exchange or FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or the Exchange or FT shall be under any obligation to advise any person of any error therein. FTSE, FT-SE and Footsie are trade marks of the London Stock Exchange Limited and The Financial Times Limited and are used by FTSE International Limited under licence. 9

12 internationally when appropriate. The Credit Suisse Fellowship Fund has an independent Committee of Reference, which meets regularly to discuss research on topical issues relating to the ethical criteria. Under some guidance from the Committee of Reference, the ACD will at all times: (a) (b) seek to invest in companies which benefit the community in which they operate or the environment in general; avoid investing in companies with any significant involvement in gambling, the arms trade or any other activities considered to have an adverse overall effect on health, the environment or human dignity. The Credit Suisse Fellowship Fund may also invest in companies quoted on the Alternative Investment Market in the UK and on similar stock markets overseas. Classes of Share available: (i) Class I net income Shares (ii) Class A net income Shares (iii) Class R net income Shares 3.4 Credit Suisse Special Situations Fund Investment Objective: To achieve long term capital growth Investment Policy: The Fund s investment policy is to invest primarily in shares of UK listed companies which, in the opinion of the ACD, are likely to have significant growth potential. The Fund is likely to have a bias towards large and medium sized companies. The ACD will seek capital growth from any economic sector and will not follow an industry benchmark. Classes of Share available: (i) Class I net income Shares (ii) Class A net income Shares (iii) Class R net income Shares Launch Date: To be ascertained 3.5 Credit Suisse Managed Assets Fund 10

13 Investment Objective: To achieve long term capital growth and income. Investment Policy: The Fund will invest in a spread of securities, including fixed interest securities, from around the world including the UK. Classes of Share available: (i) Class I net income Shares (ii) Class A net income Shares (iii) Class R net income Shares 3.6 Credit Suisse Smaller Companies Fund Investment Objective: To achieve long term capital growth. Investment Policy: The Fund will invest mainly in smaller companies in the UK. Classes of Share available: (i) Class I net income Shares (ii) Class A net income Shares (iii) Class R net income Shares 3.7 Credit Suisse UK Thematic Fund Investment Objective: The investment objective of the Fund is to achieve capital growth. Investment Policy: The Fund s investment policy is to invest in securities, primarily in the UK, in order to pursue a strategy of identifying themes which will have a positive impact on the Fund. Stocks will be identified based on their exposure to these themes and on their fundamental value. Typically fifty stocks will be identified from the themes with individual stock holdings ranging from 1 to 10%. The Fund will not be constrained by any benchmark and the maximum holding in near cash, cash and deposits will be 10%. Classes of Share available: (i) Class I net income Shares (ii) Class A net income Shares (iii) Class R net income Shares (iv) Class C net income Shares 11

14 4. BUYING, SELLING AND SWITCHING SHARES The dealing office of the ACD is open from 9.00 am until 5.30 pm on each Dealing Day to receive requests for the issue, redemption and switching of Shares. Other methods of dealing than those set out below may from time to time be available at the ACD s discretion. Subject to and in accordance with the COLL Sourcebook, the issue or cancellation of Shares may take place through the Company directly. 4.1 Buying Shares Procedure: Shares can be bought either by writing to or by telephoning the ACD on or through an authorised intermediary. The ACD has the right to reject, on reasonable grounds relating to the circumstances of the applicant, any application for Shares in whole or part, and in this event the ACD will return any money sent, or the balance of such monies, at the risk of the applicant. Please note the procedures relevant to money laundering set out in section 4.6. Any subscription monies remaining after a whole number of Shares has been issued will not be returned to the applicant, instead smaller denomination Shares will be issued. One smaller denomination Share is equivalent to one ten thousandth of a larger denomination Share. Confirmation and details of the transaction will be sent to applicants, together with, where appropriate, a notice of the applicant s right to cancel. An applicant who is a Retail Investor (as defined by the Glossary to the FSA Handbook) has the right to cancel his application to buy Shares at any time during the 14 days after the date on which he receives a cancellation notice from the ACD. If an applicant decides to cancel the contract, and the value of the investment has fallen at the time the ACD receives the completed cancellation notice, he will not receive a full refund as an amount equal to any fall in value will be deducted from the sum originally invested. If the full settlement has not been paid at the time of applying for Shares, it must be paid to the ACD within five days. Provided that no notice of cancellation is received, settlement is completed on receipt of cleared funds. If settlement is not made within five days, then the ACD may cancel the Shares. Share certificates will not be issued in respect of Shares. Ownership of Shares will be evidenced by an entry on the Company s register of Shareholders. Tax 12

15 vouchers in respect of periodic distributions on Shares will show the number of Shares held by the recipient. Valuation statements will be sent twice yearly to Shareholders (or, where Shares are jointly held, the first-named Shareholder). Individual statements of a Shareholder s (or, when Shares are jointly held, the first-named Shareholder s) Shares will also be issued at any time on request by the registered Shareholder. The Company has power to issue bearer Shares but there are no present plans to do so. Minimum subscriptions and holdings: Classes of Shares in all Funds In the case of Class I Shares, the minimum initial subscription is 3,000,000 in any Fund evidenced by a single contract note and any subsequent subscription must be a minimum of 25,000 in that Fund. Shareholders must maintain a minimum holding of Class I Shares of 3,000,000 in value in that Fund. The ACD may at its discretion accept subscriptions and/or holdings lower than the minimum amount(s). The minimum initial subscription for Class A Shares is 50,000 in any Fund. Any subsequent subscription must be a minimum of 1,000 in that Fund. Shareholders must maintain a minimum holding of Class A Shares of 50,000 in value in that Fund. The ACD may at its discretion accept subscriptions and/or holdings lower than the minimum amount(s). The minimum initial subscription for Class R Shares is 1,000 in any Fund. Any subsequent subscription must be a minimum of 500 in that Fund. Shareholders must maintain a minimum holding of Class R Shares of 1,000 in value in that Fund. The ACD may accept at his discretion subscriptions and/or holdings lower than the minimum amount(s). If following a redemption a holding should fall below the minimum holding the ACD has a discretion to require redemption of the entire holding. Class C shares in Credit Suisse UK Thematic Fund Class C Shares are available only to Shareholders who previously held Class C Shares in Credit Suisse FTSE 100 Tracker Fund and who were issued with Class C Shares in Credit Suisse UK Thematic Fund (previously named Credit Suisse UK Growth & Income Fund) as a result of a scheme of arrangement effecting the merger of Credit Suisse FTSE 100 Tracker Fund and Credit Suisse UK Thematic Fund (previously named Credit Suisse UK Growth & Income Fund) dated 1 December

16 Class C is only eligible for investment through the Credit Suisse Individual Savings Account. Any holdings of Shares in this Class are subject to the terms and conditions of the Credit Suisse Individual Savings Account. 4.2 Selling Shares Procedure: Every Shareholder has the right to require that the Company redeem his Shares on any Dealing Day unless the value of Shares which a Shareholder wishes to redeem will mean that the Shareholder will hold Shares with a value less than the required minimum holding in the relevant Class, in which case the Shareholder may be required to redeem his entire holding in that Class of Share in the relevant Fund. Requests to redeem Shares may be made by telephone on or in writing to the ACD, or through an authorised intermediary. The ACD may request a redemption form is completed. Documents the Seller will receive: Confirmation and details of the transaction will be sent to the redeeming Shareholder (the first-named, in the case of joint Shareholders) together (if sufficient written instructions have not already been given) with a redemption form for completion and execution by the Shareholder (and, in the case of a joint Shareholding, by all the joint Shareholders) no later than the end of the business day following the later of the request to redeem Shares or the Valuation Point by reference to which the redemption price is determined. Cheques in satisfaction of the redemption monies will be issued within four business days of the later of (a) receipt by the ACD of the redemption form (or other sufficient written instructions) duly signed and completed as to the appropriate number of Shares by all the relevant Shareholders, together with any other appropriate evidence of title, and (b) the Valuation Point following receipt by the ACD of the request to redeem. Please note the procedures relevant to money laundering set out in section 4.6. Where a cheque for redemption monies remains unpresented for a period of six years after it has been drawn, the redemption monies will cease to be treated as client money and shall be paid over to the ACD for its own account. This will not be done without first writing to the last known address of a Shareholder informing them of the proposal. Minimum redemption: Part of a Shareholder s Shareholding may be redeemed but the ACD reserves the right to refuse a redemption request if the value of the Shares of any Fund to be redeemed is less than 25,000 in respect of Class I Shares, 1,000 in respect of 14

17 Class A Shares and 500 in respect of Class R Shares. Class C Shares are subject to the terms and conditions of the Credit Suisse Individual Savings Account. 4.3 Switching Subject to the qualifications below, a Shareholder may at any time switch all or some of their Shares of one Class or Fund ( the Original Shares ) for Shares of another Class or Fund ( the New Shares ) in the Company or any other Credit Suisse OEIC. The number of New Shares issued will be determined by reference to the respective prices of New Shares and Original Shares at the Valuation Points applicable at the time the Original Shares are redeemed and the New Shares are issued. New Shares issued may include smaller denomination Shares. Switching may be effected either by telephone on or in writing to the ACD, or through an authorised intermediary. The ACD may at its discretion impose restrictions as to Classes for which exchange may be effected and charge a fee on the switching of Shares between Funds. There is currently no fee on switching between different Funds or between Classes of Shares. Additionally, circumstances may arise on switching when the ACD imposes a dilution levy, the details of which are described below. If the switch would result in the Shareholder holding a number of Original Shares or New Shares of a value which is less than the minimum holding in the Class concerned, the ACD may, if it thinks fit, convert the whole of the applicant s holding of Original Shares to New Shares or refuse to effect any switch of the Original Shares. No switch will be made during any period when the right of Shareholders to require the redemption of their Shares is suspended. The general provisions on procedures relating to redemption will apply equally to a switch. The switching instruction must be received by the ACD before the Valuation Point on a Dealing Day in the Fund or Funds concerned to be dealt with at the prices at those Valuation Points on that Dealing Day, provided such day is a Dealing Day in all relevant Funds; otherwise at the Valuation Point on the next day that is a Dealing Day in all relevant Funds. Switching requests received after a Valuation Point will be dealt forward to the next day which is a Dealing Day in the relevant Fund or Funds. The ACD may adjust the number of New Shares to be issued to reflect the imposition of any switching fee together with any other charges or levies in respect of the issue or sale of the New Shares or redemption or cancellation of the Original Shares as may be permitted pursuant to the COLL Sourcebook. 15

18 Please note that a switch of Shares in one Fund for Shares in any other Fund is treated as a redemption of the Original Shares and a purchase of New Shares and will, for persons subject to United Kingdom taxation, be a realisation for the purposes of capital gains taxation which may give rise to a liability to tax, depending upon the Shareholder s circumstances. A Shareholder who switches Shares in one Fund for Shares in any other Fund (or who switches between Classes of Share) will not be given a right by law to withdraw from or cancel the transaction. However, the ACD may offer Shareholders cancellation rights in a switch from time to time at its discretion. 4.4 Dealing Charges Initial charge: The ACD may impose a charge on the sale of Shares which is in addition to the published purchase price. The initial charge in respect of Shares in each Fund is currently, as a percentage of the amount invested by the prospective Shareholder, as follows: Credit Suisse UK Mid 250 Fund - Class I Shares: nil - Class A Shares: 4.25% - Class R Shares: 5.25% Credit Suisse Alpha Growth Fund - Class I Shares: nil - Class A Shares: 4.25% - Class R Shares: 5.25% Credit Suisse Fellowship Fund - Class I Shares: nil - Class A Shares: 4.25% - Class R Shares: 5.25% Credit Suisse Special Situations Fund - Class I Shares: nil - Class A Shares: 4.25% - Class R Shares: 5.25% Credit Suisse Managed Assets Fund - Class I Shares: nil - Class A Shares: 4.25% - Class R Shares: 5.25% Credit Suisse Smaller Companies Fund - Class I Shares: nil - Class A Shares: 4.25% - Class R Shares: 5.25% 16

19 Credit Suisse UK Thematic Fund - Class I Shares: nil - Class A Shares: 4.25% - Class R Shares: 5.25% - Class C Shares: nil The initial charge is payable to the ACD. An initial charge on a Class may be introduced or a current charge increased in accordance with the Regulations and after the ACD has made available a revised Prospectus showing the new rate of charge and its commencement date. Redemption Charge: The ACD may make a charge on the redemption of all Classes of Share. At present no redemption charge is levied. Shares of any Class issued while this Prospectus is in force will not be subject to any redemption charge in the future. The ACD may introduce a redemption charge on Shares or vary the rate or method of calculation of any redemption charge only in accordance with the FSA Rules and after the ACD has made available a revised version of the Prospectus showing the rate of charge and its commencement. Any redemption charge introduced will apply only to Shares sold since its introduction but not to Shares previously in issue. In the event of a change to the rate or method of calculation of a redemption charge, details of the previous rate or method of calculation will be available from the ACD. 17

20 Switching Fee: On the switching of Shares between Funds or Classes in the Company or any other Credit Suisse OEIC, the ACD may impose a switching fee. There is currently no charge for switching between Funds or between different Classes of Shares. 4.5 Other Dealing Information Dilution: The basis on which the Company s investments are valued for the purpose of calculating the issue and redemption price of Shares as stipulated in the COLL Sourcebook and the Instrument of Incorporation is summarised in section 9. The actual cost of buying or redeeming a Fund s investments may be higher or lower than the mid-market value used in calculating the Share price - for example, due to dealing charges, or through dealing at prices other than the mid-market price. A Fund may suffer dilution (reduction) in the value of the Scheme Property as a result of the cost incurred in dealing in the underlying investments and of any spread between the buying and selling prices of those investments. It is not, however, possible to predict accurately whether dilution will occur at any point in time. Under certain circumstances (for example, large volumes of deals) dilution may have an adverse effect on the existing Shareholders (for purchases) or continuing Shareholders (for redemptions) interest in the Fund The ACD s policy on dilution The ACD has decided that its policy on dilution is that it may require the payment by the relevant Shareholders of a dilution levy. In cases where a dilution levy is made the value of the capital of the Scheme Property of a Fund will not be adversely affected by dilution Dilution Levy If charged, the dilution levy will be shown in addition to (but not part of) the price of Shares when they are issued by the ACD or as a deduction when they are redeemed by the ACD. The ACD has no entitlement to the dilution levy, which will either be paid into the relevant Fund, in case of an issue of shares or retained in the Fund, in case of a redemption of Shares. The need to charge a dilution levy will depend on the volume of net purchases or redemptions. The ACD may charge a discretionary dilution levy on the purchase and/or redemption of Shares if, in its 18

21 opinion, the existing Shareholders (for purchases) or continuing Shareholders (for redemptions) might otherwise be adversely affected. A dilution levy may be imposed only in a manner, that so far as practicable, is fair to all Shareholders or potential Shareholders. In particular, the dilution levy may be charged in the following circumstances: on a Fund experiencing large levels of net purchases (i.e. purchases less redemptions) or net redemptions (i.e. redemptions less purchases) relative to its size; on large deals ; defined as a deal exceeding 250,000 or 1% of the size of the Fund whichever is the lesser; where a Fund is an index tracking fund or is otherwise passively managed; in any other case where the ACD is of the opinion that the interests of existing or continuing Shareholders and potential Shareholders require the imposition of the dilution levy. In order to reduce the volatility in the rate of any dilution levy the ACD may take account of the trend of the Fund in question to expand or to contract; and the transactions in Shares at a particular valuation point. For illustrative purposes, it is likely that if the ACD had been using the dilution levy single pricing model over the 12 months period from 1 January 2007 to 1 January 2008 for other funds in the range, a dilution levy would have been made on no occasion. The average rate of the dilution levy, if applied, is expected to be 1%. 4.6 Money Laundering As a result of legislation in force in the United Kingdom to prevent money laundering, the ACD is responsible for compliance with money laundering regulations. In order to implement these procedures, in certain circumstances investors may be asked to provide proof of identity when buying or redeeming Shares. Until satisfactory proof of identity is provided, the ACD reserves the right to refuse to issue Shares, pay the proceeds of a redemption of Shares or pay income on Shares to the investor. 4.7 Transfers 19

22 Shareholders are entitled to transfer their Shares to another person or body. All transfers must be in writing in the form of an instrument of transfer approved by the ACD for this purpose. Completed instruments of transfer must be returned to the ACD in order for the transfer to be registered by the ACD. The ACD may refuse to register a transfer unless the applicable SDRT provision has been paid. 4.8 Restrictions and Compulsory Transfer and Redemption The ACD may from time to time impose such restrictions as it may think necessary for the purpose of ensuring that no Shares are acquired or held by any person in breach of the law or governmental regulation (or any interpretation of a law or regulation by a competent authority) of any country or territory. In this connection, the ACD may, inter alia, reject in its discretion any application for the purchase, redemption or switching of Shares. The distribution of this Prospectus and the offering of Shares in or to persons resident in or nationals of or citizens of jurisdictions outside the UK or who are nominees of, custodians or trustees for, citizens or nationals of other countries may be affected by the laws of the relevant jurisdictions. Such Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any Shareholder to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction, including obtaining any governmental, exchange control or other consents which may be required, or compliance with other necessary formalities needing to be observed and payment of any issue, transfer or other taxes or duties due in such jurisdiction. Any such Shareholder will be responsible for any such issue, transfer or other taxes or payments by whomsoever payable and the Company (and any person acting on behalf of it) shall be fully indemnified and held harmless by such Shareholder for any such issue, transfer or other taxes or duties as the Company (and any person acting on behalf of it) may be required to pay. If it comes to the notice of the ACD that any Shares ( affected Shares ) are owned directly or beneficially in breach of any law or governmental regulation (or any interpretation of a law or regulation by a competent authority) of any country or territory, which would (or would if other Shares were acquired or held in like circumstances) result in the Company incurring any liability to taxation which the Company would not be able to recoup itself or suffering any other adverse consequence (including a requirement to register under any securities or investment or similar laws or governmental regulations of any country or territory) or by virtue of which the Shareholder or Shareholders in question is/are not qualified to hold such Shares or if it reasonably believes this to be the case, the ACD may give notice to the Shareholder(s) of the affected Shares requiring the transfer of such Shares to a person who is qualified or entitled to own them or that a request in writing be given for the redemption of such Shares. If any Shareholder upon whom such a notice is served does not within 20

23 thirty days after the date of such notice transfer his affected Shares to a person qualified to own them or submit a written request for their redemption to the ACD or establish to the satisfaction of the ACD (whose judgement is final and binding) that he or the beneficial owner is qualified and entitled to own the affected Shares, he shall be deemed upon the expiration of that thirty day period to have given a request in writing for the redemption or cancellation (at the discretion of the ACD) of all the affected Shares pursuant to the COLL Sourcebook. A Shareholder who becomes aware that he is holding or owns affected Shares shall forthwith, unless he has already received a notice as aforesaid, either transfer all his affected Shares to a person qualified to own them or submit a request in writing to the ACD for the redemption of all his affected Shares. Where a request in writing is given or deemed to be given for the redemption of affected Shares, such redemption will be effected in the same manner as provided for under the COLL Sourcebook, if effected at all. 4.9 Issue of Shares in exchange for in specie assets The ACD may arrange for the Company to issue Shares in exchange for assets other than cash, but will only do so where the Depositary has taken reasonable care to determine that the acquisition of those assets in exchange for the Shares concerned by the Company is not likely to result in any material prejudice to the interests of Shareholders. The ACD will ensure that the beneficial interest in the assets is transferred to the Company with effect from the issue of the Shares. The ACD will not issue Shares in any Fund in exchange for assets the holding of which would be inconsistent with the investment objective of that Fund In specie redemptions If a Shareholder requests the redemption of Shares the ACD may, where it considers the deal to be substantial in relation to the total size of the Fund concerned or in some way advantageous or detrimental to the Fund or otherwise at its discretion, arrange that in place of payment of the price of the Shares in cash, the Company cancels the Shares and transfers Scheme Property or, if required by the Shareholder, the net proceeds of sale of relevant Scheme Property, to the Shareholder. The ACD will select the Scheme Property to be transferred in consultation with the Depositary. The Depositary must be satisfied that the transfer of the Scheme Property concerned would not be likely to result in any material prejudice to the interests of Shareholders. 21

24 4.11 Suspension of dealings in the Company The ACD may, with the prior agreement of the Depositary, or must if the Depositary so requires, for a period of up to 28 days suspend, without notice to Shareholders, the issue, cancellation, sale and redemption of Shares in any or all of the Funds, if the ACD or the Depositary (in the case of any requirement by it) is of the opinion that due to exceptional circumstances there is good and sufficient reason to do so having regard to the interests of Shareholders or potential Shareholders (for example but without limitation upon the closure or suspension of dealing on a relevant stock exchange; or the inability of the ACD to ascertain the value of any or all of the assets or realise any or all of the assets of a Fund for any reason). Re-calculation of the Share price for the purpose of sales and purchases will commence on the next relevant Valuation Point following the ending of the suspension Deferred redemption In times of high redemptions, where requested redemptions exceed 10% of a Fund s value, to protect the interests of continuing Shareholders, the ACD may defer redemptions at a particular Valuation Point on a Dealing Day, to the Valuation Point on the next Dealing Day. This will allow the ACD to match the sale of Scheme Property to the level of redemptions, and should reduce the impact of dilution on a Fund. Subject to sufficient liquidity being raised at the next Valuation Point all deals relating to the earlier Valuation Point will be completed before those relating to the later Valuation Point are considered The ACD dealing as principal Where the ACD deals as principal in the Shares of the Company, any profits or losses arising from such transactions shall accrue to the ACD and not to the relevant Fund of the Company. The ACD is under no obligation to account to the Depositary, or to Shareholders for any profit it makes on the issue or re-issue of Shares or cancellation of Shares which it has redeemed Governing law All deals in Shares are governed by English law. 5. VALUATION OF THE COMPANY The price of a Share is calculated by reference to the Net Asset Value of the Fund to which it relates. There shall only be a single price for a Share in any Fund. The Net Asset Value per Share of a Fund is currently calculated at noon on 22

25 each Dealing Day. If it is not possible to obtain a valuation for the whole or part of a Fund, or in exceptional circumstances where the ACD and Depositary decide that there is good and sufficient reason, the Valuation Point may be moved to such time the ACD in consultation with the Depositary considers appropriate. The ACD may at any time during a business day carry out an additional valuation if the ACD considers it desirable to do so. The ACD will inform the Depositary of any decision to carry out such additional valuation. Valuations may be carried out for effecting a scheme of amalgamation or reconstruction which do not create a Valuation Point for the purposes of dealings. Where permitted and subject to the Regulations, the ACD may in certain circumstances (for example where a significant event has occurred since the closure of a market) substitute a price with a more appropriate price which in its opinion reflects a fair and reasonable price for that investment. The ACD will, upon completion of each valuation, notify the Depositary of the price of a Share of each Class of each Fund and the amount of any dilution levy applicable in respect of any issue or cancellation of Shares. 5.1 Calculation of the Net Asset Value The value of the Scheme Property of the Company or of a Fund (as the case may be) shall be the value of its assets less the value of its liabilities determined in accordance with the following provisions: All the Scheme Property (including receivables) is to be included, subject to the following provisions Property which is not cash (or other assets dealt with in paragraph 3 below) or a contingent liability transaction shall be valued as follows and the prices used shall (subject as follows) be the most recent prices which it is practicable to obtain: units or shares in a collective investment scheme: (a) (b) (c) if a single price for buying and selling units or shares is quoted, at that price; or if separate buying and selling prices are quoted, at the average of the two prices provided the buying price has been reduced by any initial charge included therein and the selling price has been increased by any exit or redemption charge attributable thereto; or if, in the opinion of the ACD, the price obtained is unreliable or no recent traded price is available or if no recent price exists, or if the most recent price available 23