CREDIT SUISSE INVESTMENT FOUNDATION
Articles of Incorporation
August, 29 2007
Art. 1 Name, Founder The Credit Suisse Investment Foundation, Credit Suisse Anlagestiftung, Credit Suisse Fondation de placement, Credit Suisse Fondazione d’investimento, is a foundation set up by Schweizerische Kreditanstalt (now Credit Suisse) in accordance with Art. 80 et seq. of the Swiss Civil Code.
Art. 5 Capital Assets The capital assets comprise the original assets of CHF 50,000 donated by the founder plus the assets accruing by mergers and from co-founders.
Art. 6 Investment Assets The investment assets comprise monies contributed by the founder and investors for the purpose of joint investment. More detailed provisions concerning the investment assets are set out in the regulations.
Art. 2 Registered Office The Foundation is domiciled in Zurich. Subject to approval by the supervisory authority (Art. 15), the board of trustees may move the registered office of the Foundation to another location in Switzerland.
Art. 7 Restrictions on Use of Assets The capital assets and investment assets may not be used for purposes other than the Foundation’s stipulated objective. With the exception of real estate, the capital and investment assets may not be pledged.
Art. 3 Co-fondateurs et investisseurs Tax-exempt pension funds that are domiciled in Switzerland under private or public law and collective investment vehicles, in particular investment funds whose investors are restricted exclusively to tax-exempt Pillar 2 and Pillar 3a pension plans, may join the Foundation (hereinafter referred to as "investors"). Investors may become co-founders by donating a sum of money to the Foundation’s capital assets. Co-founder status is retained only as long as the pension fund holds claims. With the exception of Art. 14, all the provisions below apply to both investors and co-founders. Art. 1 of the regulations is binding. Co-founder status does not entail any other rights. Investors are entitled to receive information about the investments made by the investment groups. For investment groups which have invested in investment funds, this right to information also covers the investments in the corresponding investment funds.
Art. 8 Governing Bodies The governing and executive bodies of the Foundation are: 1. 2. 3. the general meeting of investors the board of trustees the auditors
Art. 9 General Meeting of Investors 1. The Foundation’s highest governing body is the general meeting of investors, comprising the representative of the founder and the representatives of all co-founders and investors. The ordinary general meeting of investors convenes in accordance with the regulations but at least once a year. Its main tasks are as follows: 3.1. Passing resolutions on amendments to the articles of incorporation. 3.2. Approving the Foundation's regulations and amending and supplementing the regulations.
2. Art. 4 Purpose 3. The Foundation’s objective is the joint investment and management of the pension assets entrusted to it by cofounders and investors.
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3.3. Electing the members of the board of trustees subject to Art. 10 para. 2 of these articles of incorporation. 3.4. Electing the auditors. 3.5. Approving the financial statements and auditors’ report and relieving the members of the board of trustees. 4. The founder has one vote at the general meeting. The voting rights of investors are determined by the number of claims held by an investor calculated in accordance with Art. 4 of the regulations. Investors who have not yet submitted a declaration of accession do not have voting rights. When resolutions are passed on matters affecting only individual investment groups, only investors involved in the investment group concerned have a voting right. 5. An extraordinary general meeting of investors may be requested at any time if at least five investors state a reason for convening it, and if those investors hold at least one-tenth of the claims to the total investment assets. The board of trustees and auditors are also entitled to convene an extraordinary general meeting.
Art. 11 Auditors The general meeting of investors appoints an auditor for four years; the auditor may be re-appointed. The auditor must be a trust company or auditing company that is a member of the Swiss Institute of Certified Accountants and Tax Consultants. It must be independent of the Foundation in terms of its staff, finances and organizational structure. The auditor’s management team must have the necessary expertise in banking and finance. The auditor performs the following tasks: 1. 2. 3. Auditing the management for compliance with the articles of incorporation, regulations and investment guidelines. Auditing the financial statements. Reporting to the general meeting of investors and the supervisory authority.
Art. 12 Regulations and Investment Guidelines The regulations and investment guidelines govern: 1. 2. 3. the Foundation’s internal organization the principles of collective asset investment the rights and obligations of investors
Art. 10 Board of trustees 1. The board of trustees is the highest executive body. It may delegate certain tasks to management and to the investment committees. Members of management and of the investment committees are not required to sit on the board of trustees, but are appointed by and subordinate to it. The board of trustees has at least seven members who must be natural persons. The members of the board of trustees are appointed from among the investor representatives. The founder is entitled to appoint at least three members of the board of trustees. The investor representatives must, however, command the majority in the board of trustees at all times. The members of the board of trustees are elected for a term of four years and may be re-elected to subsequent terms. The board of trustees constitutes itself, and the founder is entitled to appoint the chairman. The board of trustees represents the Foundation; it appoints the persons with legally binding signing powers and specifies the type of signing power. The board of trustees issues the investment guidelines and the organizational guidelines and regulations, as well as prospectuses to supplement the regulations and investment guidelines. Art. 13 Revision of the Articles of Incorporation The general meeting of investors may decide to amend the articles of incorporation in accordance with the Foundation’s objective, provided it has a majority of two-thirds of the votes represented. The Foundation then submits amendments to the responsible supervisory authority for approval.
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Art. 14 Dissolution and Liquidation The general meeting of investors may dissolve the Foundation, subject to approval by two thirds of the votes represented and the founder, provided the Foundation’s objective no longer applies or can no longer be achieved with a reasonable amount of effort. In this case the investment assets are liquidated, and the proceeds distributed to the investors and/or co-founders in accordance with their claim to the investment assets. The capital assets are distributed equally to the co-founders. The capital and investment assets that are paid back may not be used for a purpose other than the Foundation's original purpose, subject to approval by the supervisory authority.
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Art. 15 Supervision The Foundation is subject to supervision by the federal government.
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Art. 16 Proviso Regarding Imperative Law A proviso exists with regard to imperative provisions of the Swiss Federal Law on Occupational Old Age, Survivors’ and Disability Pension Plans.
The deed of foundation is dated March 20, 1974. The following revisions have been carried out: Partial revision April 24, 1985; Full revision November 21, 1997; Partial revisions entering into force as of October 25, 2000, May 15, 2002, October 23, 2002, and October 19, 2005. Partial revision of August 29, 2007.
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