Exhibit h(3)
CO-ADMINISTRATION AGREEMENT
____________ __, 2004
Credit Suisse Asset Management Securities, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Credit Suisse Commodity Return Strategy Fund (the "Fund") confirms its
agreement with Credit Suisse Asset Management Securities, Inc. (the
"Administrator") as follows:
1. Investment Description; Appointment
The Fund desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in
its Trust Instrument, as amended from time to time (the "Charter"), in its
By-Laws, as amended from time to time (the "By-laws"), 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 Trustees of the Fund (the "Board"). Copies of
the Prospectus, Statement of Additional Information and the Charter and
By-laws of the Fund have been made available to the Administrator. The 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 the Fund,
the Administrator will provide the following administrative services:
(i) assist in supervising all aspects of the Fund's operations,
except those performed by other parties pursuant to written agreements
with the Fund; provided, that the distribution of Fund shares shall be
the sole responsibility of the Fund's distributor;
(ii) provide various shareholder liaison services including, but
not limited to, responding to inquiries of Fund shareholders,
providing information on shareholder investments, assisting
shareholders of the Fund in changing account options and addresses,
preparing reports and other informational materials regarding the
Fund, including proxies/proxy statements and other shareholder
communications, reviewing prospectuses, assisting in
transmitting proxy statements and gathering proxies in connection with
shareholder meetings, and similar ministerial activities;
(iii) provide telephone shareholder services through a toll-free
number; provided that the Administrator shall not solicit callers to
purchase shares in the Fund and will refer or pass to the Fund's
distributor or transfer agent all orders for the sale of Fund shares;
(iv) furnish corporate secretarial services, including
preparation of materials for meetings of the Board, distribute those
materials and assist in the preparation of minutes of meetings of the
Board and any committees thereof and of the Fund's shareholders; and
liaising with the Board and providing additional information upon
request;
(v) assist in and coordinate the preparation and mailing of
reports to the Fund's shareholders of record and filings with the
Securities and Exchange Commission (the "SEC") including, but not
limited to, annual and semiannual reports to shareholders;
post-effective amendments to the Fund's Registration Statement on Form
N-1A (the "Registration Statement") and proxy statements;
(vi) assist in the preparation of the Fund's tax returns and
assist in other regulatory filings as necessary, such as Form N-SAR
(other than filing advertising and sales literature for the Funds with
the SEC or the National Association of Securities Dealers, Inc.);
(vii) assist the Adviser, at the Adviser's request, in developing
and monitoring compliance procedures for the Fund which may include,
among other matters, procedures to assist the Adviser in monitoring
compliance with the Fund's investment objective, policies,
restrictions, tax matters and applicable laws and regulations;
(viii) act as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians, transfer agent
and co-administrator, and take all reasonable action in the
performance of its obligations under this Agreement to assure that all
necessary and reasonably requested information is made available to
each of them;
(ix) provide information to the Adviser, upon request, concerning
performance and administration of the Fund;
(x) review, approve and arrange for the payment of Fund expenses;
(xi) maintain and preserve certain Fund records, including
financial and corporate records;
(xii) supply the Fund with office facilities (which may be the
Administrator's own offices), data processing services, clerical,
internal executive, legal, regulatory and administrative services, and
stationery and office supplies; and
(xiii) such other services to be performed by the Administrator
as are described in the Registration Statement relating to the Fund.
(b) In performing all services under this Agreement, the Administrator
shall act in conformity with applicable law, the Charter and By-laws of the
Fund, and the investment objective, investment policies and other practices
and policies set forth in the Registration Statement relating to the Fund,
as such Registration Statement and practices and policies may be amended
from time to time.
3. Compensation
For services provided pursuant to this Agreement, the Fund will pay
the Administrator a monthly fee in arrears at an annual rate of .10% of
average daily amounts attributable to the relevant class of shares of the
Fund. 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 effectiveness bears to the full monthly period. For the
purpose of determining fees payable to the Administrator, the value of the
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
the 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.
The 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 the
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 two years and
thereafter shall continue automatically (unless terminated as provided
herein) for successive annual periods with respect to the 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 the purpose of voting on such approval. This Agreement is
terminable by the 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.
8. Service to Other Companies or Accounts
The Fund understands that the Administrator 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. The 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 the 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
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 COMMODITY RETURN
STRATEGY FUND
By:
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Name: Xxx Xxxxxx
Title: Vice President
Accepted:
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By:
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Name: Xxx Xxxxxx
Title: Secretary
