CO-ADMINISTRATION AGREEMENT
__________, 2000
Credit Suisse Asset Management Securities, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
______________ 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
Declaration of Trust, 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 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.
-2-
(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 ___ % 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,
_______________________ FUND
By: __________________________________
Name: ___________________________
Title: ________________________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By:
____________________________________
Name: _____________________________
Title: ____________________________
