Credit Suisse Trust Seeks Shareholder Nod for UBS-Cantor Deal

TL;DR

**Vote FOR the proposals; it's a seamless management transition with no fee hikes, just new faces on the board.**

AI Summary

CREDIT SUISSE TRUST is seeking shareholder approval for a new investment management agreement with O'Connor Alternative Investments, LLC and the election of four new Trustee Nominees. This follows UBS Asset Management (Americas) LLC's definitive agreement on May 28, 2025, to sell its O'Connor investment platform to O'Connor Alternative Investments, an indirect wholly owned subsidiary of Cantor Fitzgerald, L.P. The UBS/Cantor Transaction is expected to close in Q1 2026. The new agreement will maintain identical terms, including advisory fee rates, to the current agreement with UBS AM (Americas). O'Connor Alternative Investments intends to implement contractual expense limitation agreements for at least one year post-closing, matching current levels. The Fund's investment objective, strategies, risks, and portfolio managers are expected to remain unchanged. Four Trustee Nominees – Douglas Barnard, Ramona Heine, Louis Zurita, and William Ferri – are proposed to replace the Current Trustees, taking office shortly before the Closing Date.

Why It Matters

This DEF 14A filing outlines a critical transition for CREDIT SUISSE TRUST, driven by the sale of UBS AM (Americas)'s O'Connor platform to Cantor Fitzgerald's O'Connor Alternative Investments. For investors, the continuity of investment objectives, strategies, and portfolio managers, coupled with unchanged advisory fees and expense limitations, aims to minimize disruption. However, the change in investment adviser and Board of Trustees introduces new oversight and management, which could subtly shift long-term strategic direction. In the competitive asset management landscape, this transaction highlights consolidation trends and the strategic repositioning of major financial institutions like UBS and Cantor Fitzgerald, impacting market dynamics for similar commodity strategy funds.

Risk Assessment

Risk Level: low — The risk level is low because the filing explicitly states that the new investment management agreement will have identical terms, including advisory fee rates, to the current agreement. Furthermore, O'Connor Alternative Investments intends to maintain contractual expense limitation agreements at the same levels as UBS AM (Americas) for at least one year, and there are no anticipated changes to the Fund's investment objective, strategies, or portfolio managers.

Analyst Insight

Investors should vote 'FOR' both proposals to ensure a smooth transition of the investment adviser and Board of Trustees. The continuity of investment strategy, portfolio management, and fee structure suggests minimal operational impact, making approval a straightforward decision to facilitate the transaction.

Key Numbers

• 2025-10-21 — Filing Date (Date the Definitive Proxy Statement was filed)
• 2025-12-15 — Special Meeting Date (Date of the joint special meeting of shareholders at 2:00 p.m. Eastern Time)
• 2025-10-10 — Record Date (Date for determining shareholders eligible to vote at the Special Meeting)
• 2025-05-28 — Purchase Agreement Date (Date UBS AM (Americas) entered into the definitive agreement with O'Connor Alternative Investments)
• Q1 2026 — Expected Closing Date (Anticipated quarter for the UBS/Cantor Transaction to close with respect to the Funds)
• 4 — Number of Trustee Nominees (Number of individuals proposed for election to each Fund's Board of Trustees)
• 1 year — Expense Limitation Agreement Period (Minimum duration for which O'Connor Alternative Investments intends to enter into contractual expense limitation agreements post-closing)

Key Players & Entities

• CREDIT SUISSE TRUST (company) — Registrant and issuer of the DEF 14A
• UBS Asset Management (Americas) LLC (company) — Current investment adviser to the Funds
• O'Connor Alternative Investments, LLC (company) — Proposed new investment adviser and acquirer of UBS AM (Americas)'s O'Connor platform
• Cantor Fitzgerald, L.P. (company) — Parent company of O'Connor Alternative Investments, LLC
• Douglas Barnard (person) — Trustee Nominee with almost a decade of CFO experience
• Ramona Heine (person) — Trustee Nominee with over 20 years of fund and asset management experience
• Louis Zurita (person) — Trustee Nominee with over 30 years of real estate experience
• William Ferri (person) — Trustee Nominee with over 25 years of asset management executive experience
• SEC (regulator) — Securities and Exchange Commission, with whom O'Connor Alternative Investments recently registered
• EQ Fund Solutions LLC (company) — Contact for shareholder questions at (877) 283-0322

FAQ

Risk Factors

• New Investment Adviser Lacks Operating History [medium — operational]: O'Connor Alternative Investments, the proposed new investment adviser, has no operating history and has recently registered with the SEC. This introduces a new operational risk as the fund's performance will depend on an entity with unproven capabilities in managing investment platforms.
• Assignment of Investment Advisory Contracts [medium — regulatory]: The Investment Company Act of 1940 requires investment management agreements to terminate upon assignment. The proposed transaction involves the assignment of the current agreement with UBS AM (Americas) to O'Connor Alternative Investments, necessitating shareholder approval for a new agreement.
• Transition of Investment Management Platform [medium — market]: The sale of the O'Connor investment platform from UBS AM (Americas) to O'Connor Alternative Investments, an indirect subsidiary of Cantor Fitzgerald, L.P., represents a significant change in the operational structure. While strategies and managers are expected to remain the same, the transition itself carries inherent market risks.

Industry Context

The asset management industry is undergoing significant consolidation and strategic realignments, driven by factors such as fee compression, regulatory changes, and the pursuit of scale. The sale of the O'Connor platform by UBS AM (Americas) to Cantor Fitzgerald's subsidiary reflects this trend, with a focus on specialized investment strategies. Investors are increasingly scrutinizing management changes and seeking continuity in investment objectives and cost structures.

Regulatory Implications

The transaction is subject to the Investment Company Act of 1940, which requires shareholder approval for changes in investment advisers due to the automatic termination of contracts upon assignment. The SEC registration of O'Connor Alternative Investments as an investment adviser is a key regulatory step. Investors should monitor compliance with disclosure requirements and fiduciary duties throughout the transition.

What Investors Should Do

1. Vote FOR the New Investment Management Agreement with O'Connor Alternative Investments.
2. Vote FOR the election of the four Trustee Nominees.
3. Review the full Joint Proxy Statement.
4. Submit your proxy promptly via telephone, internet, or mail.

Key Dates

• 2025-10-10: Record Date — Determines which shareholders are eligible to vote at the Special Meeting.
• 2025-10-21: Filing Date — The date the Definitive Proxy Statement was filed with the SEC.
• 2025-12-15: Special Meeting Date — Shareholders will vote on the proposed new investment management agreement and trustee nominees.
• 2025-05-28: Purchase Agreement Date — Date UBS AM (Americas) entered into the definitive agreement to sell its O'Connor investment platform.
• 2026-01-01: Expected Closing Date (Q1 2026) — Anticipated quarter for the UBS/Cantor Transaction to close, at which point the new investment management agreement is expected to take effect.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company seeking shareholder approval for specific actions. (This document outlines the proposals for which Credit Suisse Trust is seeking shareholder votes, including the new investment management agreement and trustee elections.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (This Act mandates that investment management agreements automatically terminate upon assignment, necessitating shareholder approval for the new agreement with O'Connor Alternative Investments.)

Assignment

In a legal context, the transfer of rights or obligations from one party to another. For investment advisory contracts, it typically requires shareholder consent. (The transaction involves the 'assignment' of the investment management agreement from UBS AM (Americas) to O'Connor Alternative Investments, triggering the need for a new agreement and shareholder vote.)

Expense Limitation Agreement

A contract where an investment adviser agrees to waive fees or reimburse expenses to limit a fund's total expenses to a certain percentage of its assets. (O'Connor Alternative Investments intends to implement these agreements for at least one year post-closing, matching current expense levels, which is a key factor for investors concerned about costs.)

Year-Over-Year Comparison

This filing represents a significant transition for Credit Suisse Trust, as it seeks shareholder approval for a new investment management agreement due to the sale of UBS AM (Americas)'s O'Connor platform. Unlike previous filings that might have focused on performance or strategy adjustments under the existing adviser, this DEF 14A is driven by a change in control and adviser. Key metrics such as revenue, net income, and margins are not directly comparable to a prior period within this specific filing, as the focus is on the procedural and governance aspects of the upcoming change. New risks related to the unproven nature of the new adviser and the operational transition are highlighted.

Filing Documents

• tm2526980d2_def14a.htm (DEF 14A) — 523KB
• tm2526980d2_commeretproxy1.jpg (GRAPHIC) — 551KB
• tm2526980d2_commeretproxy2.jpg (GRAPHIC) — 458KB
• tm2526980d2_csfproxy-02.jpg (GRAPHIC) — 571KB
• tm2526980d2_csfproxy-03.jpg (GRAPHIC) — 462KB
• 0001104659-25-101274.txt ( ) — 3339KB
• S000011252
• C000031307 (CCRSX)
• C000218423 (CCRRX)
• S000010422
• C000028810 (CRSOX)
• C000028811 (CRSAX)
• C000028812 (CRSCX)

From the Filing

DEF 14A 1 tm2526980d2_def14a.htm DEF 14A       UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934   Filed by the Registrant ☒   Filed by a Party other than the Registrant ☐   Check the appropriate box:   ☐ Preliminary Proxy Statement     ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))     ☒ Definitive Proxy Statement     ☐ Definitive Additional Materials     ☐ Soliciting Material under §240.14a-12   CREDIT SUISSE COMMODITY STRATEGY FUNDS CREDIT SUISSE TRUST (Name of Registrant as Specified In Its Charter)     (Name of Person(s) Filing Proxy Statement, if other than the Registrant)   Payment of Filing Fee (Check the appropriate box):   ☒ No fee required.     ☐ Fee paid previously with preliminary materials.     ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.           CREDIT SUISSE COMMODITY STRATEGY FUNDS Credit Suisse Commodity Return Strategy Fund   CREDIT SUISSE TRUST Commodity Return Strategy Portfolio   Eleven Madison Avenue New York, New York 10010   October 21, 2025   Dear Shareholder:   A joint special meeting (the “Special Meeting”) of shareholders of the funds listed above (each, a “Fund” and together, the “Funds”) will be held at the offices of the Funds, Eleven Madison Avenue, Floor 2B, New York, New York 10010, on Monday, December 15, 2025 at 2:00 p.m., Eastern Time, to vote on the proposals listed in the enclosed Joint Proxy Statement. You have received this letter because you were a shareholder of record of one of the Funds on October 10, 2025, the record date for the Special Meeting.   As discussed in more detail in the accompanying joint proxy statement, on May 28, 2025, UBS Asset Management (Americas) LLC (“UBS AM (Americas)”), each Fund’s investment adviser, entered into a definitive agreement (the “Purchase Agreement”) with O’Connor Alternative Investments, LLC (“O’Connor Alternative Investments”), an indirect wholly owned subsidiary of Cantor Fitzgerald, L.P., pursuant to which O’Connor Alternative Investments will acquire UBS AM (Americas)’s O’Connor investment platform (the “UBS/Cantor Transaction”). As part of the UBS/Cantor Transaction, it is expected that the O’Connor investment management and support teams, which include each Fund’s portfolio management team, will transition to O’Connor Alternative Investments, subject to certain conditions. The UBS/Cantor Transaction is expected to close with respect to the Funds during the first quarter of 2026 (the “Closing Date”). O’Connor Alternative Investments has no operating history and has recently registered with the SEC as an investment adviser.   It is proposed that O’Connor Alternative Investments succeed UBS AM (Americas) as your Fund’s investment adviser in connection with the UBS/Cantor Transaction. Your Fund is subject to the Investment Company Act of 1940, as amended (the “1940 Act”), which requires the Funds’ current investment management agreement with UBS AM (Americas) (the “Current Investment Management Agreement”) to terminate automatically upon its “assignment.” Your Fund’s current investment management agreement would therefore terminate automatically in the event it were assigned by UBS AM (Americas) to O’Connor Alternative Investments in connection with the UBS/Cantor Transaction. Accordingly, each Fund is seeking shareholder approval of a new investment management agreement with O’Connor Alternative Investments (the “New Investment Management Agreement”) at the Special Meeting. The terms of the New Investment Management Agreement, including the advisory fee rate payable thereunder, will be identical to those of the Current Investment Management Agreement, except for the investment adviser, dates of execution, effectiveness and termination and certain other non-material changes. If approved by shareholders, the New Investment Management Agreement would take effect as of the Closing Date.   At the Special Meeting, shareholders will also be asked to elect four nominees (collectively, the “Trustee Nominees”) to each Fund’s Board of Trustees (each, a “Board”) to succeed the current mem

View Full Filing

View this DEF 14A filing on SEC EDGAR