PURCHASE AGREEMENT
Credit Suisse Trust (the "Trust"), a business trust organized
under the laws of the Commonwealth of Massachusetts, with respect to the
Commodity Return Strategy Portfolio (the "Portfolio"), and Credit Suisse Asset
Management, LLC ("Credit Suisse") hereby agree as follows:
1. The Trust offers Credit Suisse and Credit Suisse hereby
purchases one share of beneficial interest in the Portfolio, having a par value
$.001 per share, at a price of $10.00 (the "Initial Share"). Credit Suisse
hereby acknowledges receipt of the certificate representing the Initial Share,
and the Trust hereby acknowledges receipt from Credit Suisse of $10.00 in full
payment for the Initial Share.
2. Credit Suisse represents and warrants to the Trust that the
Initial Share is being acquired for investment purposes and not for the purpose
of distribution.
3. Credit Suisse agrees that if any holder of the Initial
Share of the Portfolio redeems it before one year after the date upon which the
Portfolio commences its investment activities, the redemption proceeds will be
reduced by the amount of unamortized organizational and offering expenses with
respect to the Portfolio. The parties hereby acknowledge that any shares
acquired by Credit Suisse other than the Initial Share have not been acquired to
fulfill the requirements of Section 14 of the Investment Company Act of 1940, as
amended, and, if redeemed, their redemption proceeds will not be subject to
reduction based on the unamortized organizational and offering expenses of the
Portfolio.
4. The Trust and Credit Suisse agree that the obligations of
the Trust under this Agreement will not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past, present or
future, of the Trust, individually, but are binding only upon the assets and
property of the Trust, as provided in the Declaration of Trust and the by-laws
of the Trust. The execution and delivery of this Agreement have been authorized
by the Trustees of the Trust, and signed by an authorized officer of the Trust,
acting as such, and neither the authorization by the Trustees nor the execution
and delivery by the officer will be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but will bind
only the Trust property of the Trust as provided in the Declaration of Trust and
the by-laws of the Trust. No series of the Trust, including the Portfolio, will
be liable for any claims against any other series.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 31st day of January, 2006.
CREDIT SUISSE TRUST
By: /s/J. Xxxxx Xxx
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Name: J. Xxxxx Xxx
Title: Vice President and Secretary
ATTEST:
/s/Xxxxx Xxxxx
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CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxxxxx X. Plump
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Name: Xxxxxx X. Plump
Title: Managing Director
ATTEST:
/s/Xxxxx Xxxxx
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