CO-ADMINISTRATION AGREEMENT
February 1, 2001
Credit Suisse Asset Management Securities, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Each of the Credit Suisse Warburg Pincus Funds (and the series
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
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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 Trust's Declaration of Trust, as amended from time to time (the
"Charter"), in its By-Laws, as amended from time to time (the "By-laws"), its
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 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
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(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 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 liasing 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 each
Fund, and the investment objective, investment policies and other practices and
policies set forth in the Registration Statement relating to each Fund, as such
Registration
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Statement and practices and policies may be amended from time to time.
3. Compensation
------------
For services provided pursuant to this Agreement, each Fund
will pay the Administrator a monthly fee in arrears at an annual rate of 0.10 %
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 each 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
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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
each 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.
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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 each 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 each 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 each Fund.
8. Service to Other Companies or Accounts
--------------------------------------
Each 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. 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
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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.
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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,
THE CREDIT SUISSE WARBURG PINCUS
FUNDS LISTED ON EXHIBIT A
By: /s/Xxxxxx Xxxxx
--------------------
Name: Xxxxxx Xxxxx
Title: Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By: /s/Xxx Xxxxxx
-------------
Name: Xxx Xxxxxx
Title: Secretary
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EXHIBIT A
CREDIT SUISSE WARBURG PINCUS FUNDS
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Credit Suisse Warburg Pincus Capital Funds
Credit Suisse Warburg Pincus Blue Chip Fund
Credit Suisse Warburg Pincus International Equity II Fund
Credit Suisse Warburg Pincus Small Company Value Fund
Credit Suisse Warburg Pincus Value Fund
Credit Suisse Warburg Pincus Opportunity Funds
Credit Suisse Warburg Pincus High Income Fund
Credit Suisse Warburg Pincus Municipal Money Fund
Credit Suisse Warburg Pincus U.S. Government Money Fund
Credit Suisse Warburg Pincus Select Funds
Credit Suisse Warburg Pincus Technology Fund
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