CO-ADMINISTRATION AGREEMENT
November 1, 1999 as amended and restated November 16, 2005 and November 15, 2006
Credit Suisse Asset Management Securities, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Each of the Credit Suisse Funds (and the portfolios thereof) listed
in Exhibit A hereto (each a "Fund", and together the "Funds") confirms its
agreement with Credit Suisse Asset Management Securities, Inc. (the
"Administrator") as follows:
1. Investment Description; Appointment
Each Fund desires to employ its capital by investing and reinvesting
in investments of the kind and in accordance with the limitations specified in
its organizational documents as amended from time to time (the "Charter"), in
the Fund's prospectus(es) (the "Prospectus") and Statement(s) of Additional
Information (the "Statement of Additional Information") as in effect from time
to time, and in such manner and to the extent as may from time to time be
approved by the Board of Directors or Trustees, as the case may be, of the Fund
(the "Board"). Copies of the Prospectus, Statement of Additional Information and
the Charter and By-laws of each Fund have been made available to the
Administrator. Each Fund employs Credit Suisse Asset Management, LLC (the
"Adviser") as its investment adviser and desires to employ and hereby appoints
the Administrator as its co-administrator. The Administrator accepts this
appointment and agrees to furnish the services for the compensation set forth
below.
2. Services
(a) Subject to the supervision and direction of the Board of each
Fund, the Administrator will provide the following administrative services:
(i) assist in supervising all aspects of each Fund's operations,
except those performed by other parties pursuant to written agreements with the
Fund; provided, that the distribution of Funds' shares shall be the sole
responsibility of the Funds' distributor;
(ii) assist in and coordinate the preparation of annual
post-effective amendments (and supplements thereto) to each Fund's registration
statement on Form N-1A and provide specific information for inclusion therein;
prepare and file with the Securities and Exchange Commission (the "SEC") the
Funds' Forms N-Q and N-PX; prepare and file with the SEC the Funds' Forms N-CSR
(other than the included financial report); provide disclosure control review
and chief executive officer and chief financial officer certifications for SEC
filings; assist the Funds' other co-administrator (the "Co-Administrator") with
preparation of Form N-SARs for the Funds and provide specific information for
inclusion therein;
(iii) furnish corporate secretarial services, including preparation of
the agendas and specific materials for meetings of the Funds' Boards and
committees thereof; distribute Board and committee meeting materials and
prepare minutes of routine meetings of the Boards and any committees
thereof and of a Fund's shareholders; and liaising with the Boards and
providing additional information upon request;
(iv) monitor compliance by the Funds with relevant provisions of the
federal securities laws; coordinate the resolution of compliance matters
identified with appropriate parties; assist the Adviser, at the Adviser's
request, in developing and monitoring compliance procedures for compliance
with a Fund's investment objective, policies and restrictions, tax status,
personal trading and proxy voting procedures and certain other applicable
laws and regulations related to trading practices, such as soft dollar and
best execution policies;
(v) supply the Funds with office facilities (which may be the
Administrator's own offices), internal executive, legal, regulatory and
administrative services, and stationery and office supplies;
(vi) oversee the preparation and production of the annual and
semiannual reports to Fund shareholders, prepare the management letters and
review and comment on the reports, including notes to the financial
statements;
(vii) act as liaison between each Fund and the Fund's independent
public accountants, counsel, custodian or custodians, transfer agent and
Co-Administrator, and take all reasonable action to assure that all
necessary and reasonably requested information is made available to each of
them; actively participate with other relevant parties in the resolution of
matters raised affecting the Funds and their operations;
(viii) act as liaison with the SEC and other regulators in relation to
inquiries and inspections;
(ix) review, approve and arrange for the payment of Fund expenses;
review and approve expense budgets and periodic expense adjustments;
(x) develop and maintain website for the Funds;
(xi) conduct due diligence of financial intermediaries that propose to
enter into distribution and/or service agreements for the sale of Fund
shares, negotiate legal arrangements with those intermediaries, provide
specific information to financial intermediaries for transmission to their
clients/customer, coordinate administrative efforts to offer Fund shares on
various distribution platforms, reconcile invoices of financial
intermediaries with transfer agency records, and arrange for the payment of
financial intermediaries to the extent they are paid out of Fund assets;
(xii) monitor compliance with the Funds' frequent trading policy,
oversee review of transaction information provided by financial
intermediaries to the Funds or the Funds' transfer agent, determine the
appropriateness of hardship exceptions to various Funds' redemption fee
requirements, monitor as-of trades, assist in the correction of net
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asset value or other errors affecting Fund share prices, and provide periodic
reports to the Boards regarding these matters;
(xiii) coordinating certain mailings to Fund shareholders, such as
prospectus supplements, but specifically excluding dividend payments and
transaction confirmations and account statements;
(xiv) review each Fund's tax returns as prepared by the
Co-Administrator; oversee preparation and coordinate the mailing of Forms
1099 for the Funds; prepare descriptive information to accompany Forms
1099; monitor the accuracy of data provided on Forms 1099; and with the
advice of counsel and Fund independent accountants, determine the
appropriate tax treatment for specific investments or investment
strategies;
(xv) maintain and preserve Fund records consisting of Board and
committee meeting materials and minutes, Fund corporate/trust records, Fund
agreements with service providers, Fund policies and procedures and files
evidencing compliance with the Funds' Rule 17j-1 code of ethics;
(xvi) respond to Fund shareholder complaints and shareholder inquiries
as requested by the Fund's transfer agent;
(xvii) oversee the provision of certain shareholder liaison services
by the Fund's transfer agent (i.e., the transfer agent's response to
inquiries of Fund shareholders, its provision of information on shareholder
investments, its assistance to Fund shareholders in changing account
options and addresses);
(xviii) prepare reports and provide information regarding the Funds as
requested by the Boards or by other Fund service providers;
(xix) assist in and coordinate the preparation of proxy statements;
provide assistance in the solicitation of Fund shareholders by providing
data for inclusion in proxy statements, coordinating proxy solicitors and
other vendors, coordinating mailing of proxies and other solicitation
materials, conducting shareholder meetings and developing strategies for
solicitation campaigns; and
(xx) provide information to the Adviser and the Funds' distributor, as
reasonably requested, concerning the Funds, such as portfolio holdings,
expense ratios and performance information, to support their advisory and
distribution activities.
3. Compensation
For services provided pursuant to Section 2 of this Agreement, each
Fund will pay the Administrator a monthly fee in arrears at an annual rate equal
to 0.09% of the average daily net assets attributable to the Fund's Common,
Advisor, Class A, Class B and Class C shares, except that the Administrator will
provide the services herein for any Credit Suisse institutional mutual fund and
any institutional class of a Credit Suisse mutual fund without compensation. If
this Agreement is in effect for any period less than a full calendar month, the
fee shall be prorated according to the proportion that such period of
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effectiveness bears to the full monthly period. For the purpose of determining
fees payable to the Administrator, the value of a Fund's net assets shall be
computed at the times and in the manner specified in the Prospectus and
Statement of Additional Information as from time to time in effect.
4. Expenses
The Administrator will bear all expenses in connection with the
performance of its services under this Agreement; provided, however, that each
Fund will reimburse the Administrator for the reasonable out-of-pocket expenses
incurred by it on behalf of the Fund upon presentation of appropriate
documentation. Such reimbursable expenses shall include, but not be limited to,
postage, telephone, facsimile, photocopying and commercial courier charges.
Each Fund will bear certain other expenses to be incurred in its
operation, including: taxes, interest, brokerage fees and commissions, if any;
fees of members of the Fund's Board who are not officers, directors, or
employees of the Adviser or the Administrator or any of their affiliates; SEC
fees and state blue sky qualification fees; charges of custodians and transfer
and dividend disbursing agents; certain insurance premiums; outside auditing and
legal expenses; costs of maintenance of corporate existence; except as otherwise
provided herein, costs attributable to investor services, including without
limitation, telephone and personnel expenses; costs of preparing and printing
prospectuses and statements of additional information for regulatory purposes
and for distribution to existing shareholders; costs of shareholders' reports
and meetings, and meetings of the officers of the Board; costs of any pricing
services; and any extraordinary expenses.
5. Standard of Care
The Administrator shall exercise its best judgment in rendering the
services listed in Section 2 above. The Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by a Fund in
connection with the matters to which this Agreement relates; provided, however,
that nothing in this Agreement shall be deemed to protect or purport to protect
the Administrator against liability to the Fund or its shareholders to which the
Administrator would otherwise be subject by reason of willful misfeasance, bad
faith or negligence on its part in the performance of its duties or by reason of
the Administrator's reckless disregard of its obligations and duties under this
Agreement.
6. Term of Agreement
This Agreement shall continue for an initial period of one year and
thereafter shall continue automatically (unless terminated as provided herein)
for successive annual periods with respect to a Fund, provided that such
continuance is specifically approved at least annually by (a) a vote of a
majority of the Board and (b) a vote of a majority of the Board members who are
not interested persons (as defined in the 0000 Xxx) of the Fund ("Independent
Board Members"), by vote cast in person at a meeting called for
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the purpose of voting on such approval. This Agreement is terminable with
respect to a Fund without penalty (a) on sixty (60) days' written notice, by a
vote of a majority of the Fund's Independent Board Members or by vote of a
majority (as defined in the 0000 Xxx) of the outstanding voting securities of
the Fund, or (b) on ninety (90) days' written notice by the Administrator. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act).
7. Amendments
This Agreement may be amended only by written agreement signed by the
Administrator and the Fund. To the extent that a written amendment pursuant to
this Section is signed by some but not all of the Funds, such amendment shall be
effective only with respect to the Funds that signed such written amendment.
8. Service to Other Companies or Accounts
Each Fund understands that the Administrator now acts as principal
underwriter of the Funds and now acts, will continue to act and may act in the
future as administrator, co-administrator or administrative services agent to
one or more other investment companies, and the Fund has no objection to the
Administrator's so acting. Each Fund understands that the persons employed by
the Administrator to assist in the performance of the Administrator's duties
hereunder will not devote their full time to such service and nothing contained
in this Agreement shall be deemed to limit or restrict the right of the
Administrator or any affiliate of the Administrator to engage in and devote time
and attention to other businesses or to render services of whatever kind or
nature.
9. Limitation of Liability
It is expressly agreed that this Agreement was executed by or on behalf
of each Fund and not by the Board members of the Fund or its officers
individually, and the obligations of the Fund hereunder shall not be binding
upon any of the Board members, shareholders, nominees, officers, agents or
employees of the Fund individually, but bind only the assets and property of the
Fund. The execution and delivery of this Agreement have been authorized by the
Board and signed by an authorized officer of each Fund, acting as such, and
neither such authorization by such Board nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the property
of the Fund.
10. Choice of Law
This Agreement shall be governed by and interpreted and enforced in
accordance with the laws of the State of New York without giving effect to the
choice-of-law provisions thereof.
11. Counterparts
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This Agreement may be executed in counterparts, each of which shall be
deemed an original.
12. Headings
The headings of the Sections of this Agreement are for convenience of
reference only and are not to be considered in construing the terms and
provisions of this Agreement.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning to us the enclosed copy
hereof.
Very truly yours,
CREDIT SUISSE FUNDS LISTED ON EXHIBIT A
By: ____________________________________
Name:
Title:
Accepted:
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By: ______________________________
Name:
Title:
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EXHIBIT A
CREDIT SUISSE FUNDS
Credit Suisse Capital Appreciation Fund
Credit Suisse Capital Funds
Credit Suisse Large Cap Value Fund
Credit Suisse Small Cap Value Fund
Credit Suisse Total Return Global Fund
Credit Suisse Cash Reserve Fund, Inc.
Credit Suisse Commodity Return Strategy Fund
Credit Suisse Emerging Markets Fund
Credit Suisse Fixed Income Fund
Credit Suisse Global Fixed Income Fund, Inc.
Credit Suisse Global High Yield Fund, Inc.
Credit Suisse Global Small Cap Fund, Inc.
Credit Suisse Institutional Fixed Income Fund, Inc.
Credit Suisse Institutional Fund, Inc.
Capital Appreciation Portfolio
International Focus Portfolio
Large Cap Value Portfolio
Credit Suisse Institutional Money Market Fund, Inc.
Government Portfolio
Prime Portfolio
Credit Suisse International Focus Fund, Inc.
Credit Suisse Japan Equity Fund, Inc.
Credit Suisse Large Cap Blend Fund, Inc.
Credit Suisse Mid-Cap Growth Fund, Inc.
Credit Suisse New York Municipal Fund
Credit Suisse Opportunity Funds
Credit Suisse High Income Fund
Credit Suisse Short Duration Bond Fund
Credit Suisse Small Cap Growth Fund, Inc.
Credit Suisse Trust
Blue Chip Portfolio
Commodity Return Strategy Portfolio
Emerging Markets Portfolio
Global Small Cap Portfolio
International Focus Portfolio
Large Cap Value Portfolio
Mid-Cap Growth Portfolio
Small Cap Growth Portfolio
Small Cap Value Portfolio
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