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Exhibit 9(b)
CO-ADMINISTRATION AGREEMENT
_________ ___, 1998
Credit Suisse Asset Management, Ltd.
Xxxxxxxx Xxxxx
00 Xx. Xxxxxxx Xxxxxx
XX-Xxxxxx XX0X 0XX
Dear Sirs:
Warburg, Xxxxxx Money Market Fund, Inc. (the "Fund"), a corporation
organized and existing under the laws of the State of Maryland, confirms its
agreement with Credit Suisse Asset Management, Ltd. ("Credit Suisse") 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.
The Fund employs Warburg Pincus Asset Management, Inc. (the "Adviser") as its
investment adviser and desires to employ and hereby appoints Credit Suisse as
its co-administrator. Credit Suisse accepts this appointment and agrees to
furnish the services for the compensation set forth below.
2. Services as Co-Administrator
Subject to the supervision and direction of the Board of Directors
of the Fund, Credit Suisse will:
(a) assist in supervising all aspects of the Fund's operations,
except those performed by other parties pursuant to written agreements with the
Fund;
(b) provide various shareholder liaison services including, but
not limited to, responding to inquiries of shareholders regarding the Fund,
providing information on
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shareholder investments, assisting shareholders of the
Fund in changing dividend options, account designations and addresses, and other
similar services;
(c) provide 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) supply the Fund with office facilities (which may be Credit
Suisse's own offices), data processing services, clerical, internal executive
and administrative services, and stationery and office supplies;
(e) furnish 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) coordinate 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 in the preparation of the Fund's tax returns and assist
in other regulatory filings as necessary;
(h) assist 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) 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 information is
made available to each of them.
In performing all services under this Agreement, Credit Suisse shall
act in conformity with applicable law, the Articles and By-laws, and the
investment objective, investment policies and other practices and policies set
forth in the Registration
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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,
the Fund will pay Credit Suisse on the first business day of each month a fee
for the previous month at an annual rate of .10% 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 Credit Suisse, 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
Credit Suisse will bear all expenses in connection with the
performance of its services under this Agreement; provided, however, that the
Fund will reimburse Credit Suisse 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. Credit Suisse will xxxx
the Fund 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 or Credit Suisse; 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
Credit Suisse shall exercise its best judgment in rendering the
services listed in paragraph 2 above. Credit Suisse 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
Credit Suisse against liability to the Fund or its shareholders to which Credit
Suisse 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 Credit
Suisse's reckless disregard of its obligations and duties under this Agreement.
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 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, or upon
sixty (60) days' written notice, by Credit Suisse.
7. Service to Other Companies or Accounts
The Fund understands that Credit Suisse 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 Credit Suisse's so acting. The Fund understands that
the persons employed by Credit Suisse to assist in the performance of Credit
Suisse'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 Credit Suisse or any affiliate of Credit Suisse 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,
WARBURG, XXXXXX MONEY
MARKET FUND, INC.
By: _______________________
Name: __________________
Title: _________________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LTD.
By: ______________________
Name: ____________________
Title: ___________________
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