EXHIBIT 99.h(2)
CO-ADMINISTRATION AGREEMENT
May 16, 2002
Credit Suisse Asset Management Securities, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Credit Suisse Short Duration Bond 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
2
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.
3
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.
4
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 SHORT DURATION BOND FUND
By: /s/ Xxx Xxxxxx
----------------------------------
Name: Xxx Xxxxxx
Title: Vice President
Accepted:
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By: /s/ Xxx Xxxxxx
-------------------------
Name: Xxx Xxxxxx
Title: Vice President
5
