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Exhibit 9 (d)
CO-ADMINISTRATION DELEGATION AGREEMENT
_________ ___, 1998
Counsellors Funds Service, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Credit Suisse Asset Management, Ltd., a wholly-owned subsidiary of
Credit Suisse Group ("Credit Suisse"), in connection with Credit Suisse's
Co-Administration Agreement with Warburg, Xxxxxx WorldPerks Money Market Fund,
Inc., a corporation organized and existing under the laws of the State of
Maryland (the "Fund"), dated October __, 1998, confirms its agreement with
Counsellors Funds Service, Inc. ("Counsellors Service"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc. (the "Adviser"), 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 Articles of Incorporation, as amended from time to time (the "Articles"), in
its By-laws, as amended from time to time (the "By-laws"), in the Fund's
prospectus (the "Prospectus") and Statement 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 Directors of the Fund. Copies of the Prospectus, Statement of Additional
Information and the Articles and By-laws have been submitted to Credit Suisse
and Counsellors Service. The Fund employs the Adviser as its investment adviser
and employs Credit Suisse as its co-administrator. Credit Suisse, having
accepted this appointment and having agreed to furnish the Fund with services,
may delegate to Counsellors Service certain or all of its responsibilities as
set forth below.
2. Services as Co-Administrator
Subject to the supervision and direction of the Board of Directors
of the Fund and Credit Suisse, Counsellors Service will upon request by Credit
Suisse:
(a) assist Credit Suisse in supervising all aspects of the Fund's
operations, except those performed by other parties pursuant to written
agreements with the Fund;
(b) assist Credit Suisse in providing various shareholder liaison
services including, but not limited to,
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responding to inquiries of shareholders regarding the Fund, providing
information on shareholder investments, assisting shareholders of the Fund in
changing dividend options, account designations and addresses, and other similar
services;
(c) assist Credit Suisse in providing certain administrative
services including, but not limited to, providing periodic statements showing
the account balance of a Fund shareholder and integrating the statements with
those of other transactions and balances in the shareholder's other accounts
serviced by the Fund's custodian or transfer agent;
(d) assist Credit Suisse in supplying the Fund with office
facilities (which may be Counsellors Service's own offices), data processing
services, clerical, internal executive and administrative services, and
stationery and office supplies;
(e) assist Credit Suisse in furnishing corporate secretarial
services, including assisting in the preparation of materials for Board of
Directors' meetings and distributing those materials and preparing minutes of
meetings of the Fund's Board of Directors and any committees thereof and of the
Fund's shareholders;
(f) assist Credit Suisse in coordinating the preparation of
reports to the Fund's shareholders of record and filings with the Securities and
Exchange Commission (the "SEC") including, but not limited to, proxy statements;
annual, semi-annual and quarterly reports to shareholders; and post-effective
amendments to the Fund's Registration Statement on Form N-1A (the "Registration
Statement");
(g) assist Credit Suisse in the preparation of the Fund's tax
returns and assist in other regulatory filings as necessary;
(h) assist Credit Suisse in providing aid to the Adviser, at the
Adviser's request, in monitoring and developing compliance procedures for the
Fund which will 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; and
(i) assist Credit Suisse in acting 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
information is made available to each of them.
In performing all services under this Agreement, Counsellors Service
shall act in conformity with applicable law, the Articles and By-laws, and the
investment objective,
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investment policies and other practices and policies set forth in the
Registration Statement, as such Registration Statement and practices and
policies may be amended from time to time.
3. Compensation
In consideration of services rendered pursuant to this Agreement,
Credit Suisse will pay Counsellors Service on the first business day of each
month a fee for the previous month at an annual rate of .__% of the Fund's
average daily net assets. The fee for the period from the date the Fund
commences its investment operations to the end of the month during which the
Fund commences its investment operations shall be prorated according to the
proportion that such period bears to the full monthly period. Upon any
termination of this Agreement before the end of any month, the fee for such part
of a month shall be prorated according to the proportion which such period bears
to the full monthly period and shall be payable upon the date of termination of
this Agreement. For the purpose of determining fees payable to Counsellors
Service, fees shall be calculated monthly and 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
Counsellors Service will bear all expenses in connection with the
performance of its services under this Agreement; provided, however, that Credit
Suisse will reimburse Counsellors Service for the out-of-pocket expenses
incurred by it on behalf of the Fund. Such reimbursable expenses shall include,
but not be limited to, postage, telephone, telex and FedEx charges. Counsellors
Service will xxxx Credit Suisse as soon as practicable after the end of each
calendar month for the expenses it is entitled to have reimbursed.
The Fund will bear certain other expenses to be incurred in its
operation, including: taxes, interest, brokerage fees and commissions, if any;
fees of Directors of the Fund who are not officers, directors, or employees of
the Adviser, Credit Suisse or Counsellors Service; 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 of Directors of the Fund;
costs of any pricing services; and any extraordinary expenses.
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5. Standard of Care
Counsellors Service shall exercise its best judgment in rendering
the services listed in paragraph 2 above. Counsellors Service 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
that nothing in this Agreement shall be deemed to protect or purport to protect
Counsellors Service against liability to the Fund or its shareholders to which
Counsellors Service 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 Counsellors Service's reckless disregard of its obligations and duties
under this Agreement. Credit Suisse will use its best efforts to supervise the
activities of Counsellors Service and to ensure that Counsellors Service
complies with the standard of care as set forth in this paragraph 5.
6. Term of Agreement
This Agreement shall become effective as of the date the Fund
commences its investment operations and shall continue until April 17, 2000 and
shall continue automatically (unless terminated as provided herein) for
successive annual periods ending on April 17th of each year, provided that such
continuance is specifically approved at least annually by Credit Suisse and by
the Board of Directors of the Fund, including a majority of the Board of
Directors who are not "interested persons" (as defined in the Investment Company
Act of 1940, as amended) of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval. This Agreement
is terminable, without penalty, on sixty (60) days' written notice, by the Board
of Directors of the Fund or by vote of holders of a majority of the Fund's
shares, upon sixty (60) days' written notice, by Credit Suisse or upon sixty
(60) days' written notice, by Counsellors Service.
7. Service to Other Companies or Accounts
Credit Suisse understands that Counsellors Service 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
Credit Suisse has no objection to Counsellors Service's so acting. Credit Suisse
understands that the persons employed by Counsellors Service to assist in the
performance of Counsellors Service'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 Counsellors Service or any affiliate of
Counsellors Service to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
[signature page follows]
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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 ASSET
MANAGEMENT, LTD.
By: _________________________
Name: __________________
Title: _________________
Accepted:
COUNSELLORS FUNDS SERVICE, INC.
By: __________________________
Name: ____________________
Title: ___________________
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