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 Target Return 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 TARGET RETURN 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
