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As filed with the Securities and Exchange Commission
on November 4, 1999
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Registration No. 333-________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
|_| Pre-Effective Amendment No. __ |_| Post-Effective Amendment No. __
WARBURG, PINCUS GLOBAL POST-VENTURE CAPITAL FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Area Code and Telephone Number: (212) 878-0600
466 Lexington Avenue
New York, New York 10017-3147
---------------------------------------------------
(Address of Principal Executive Offices) (Zip code)
Hal Liebes, Esq.
Warburg, Pincus Global Post-Venture Capital Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
---------------------------------------------------
(Name and Address of Agent for Service)
copies to:
Rose F. DiMartino, Esq.
and
John H. Kim, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
Approximate date of proposed public offering: Registrant proposes that this
Registration Statement become effective on December 3, 1999 pursuant to Rule
488.
Title of Securities Being Registered: Common Stock, $.001 par value per share.
Registrant has registered an indefinite amount of securities pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended; accordingly, no fee
is payable herewith in reliance upon Section 24(f).
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CONTENTS OF
REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover
Contents Page
Letter to Shareholders
Notice of Special Meeting
Part A - Prospectus/Proxy Statement
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
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WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
--------------------------------
Your Vote is Important
Dear Shareholder:
The Board of Directors of Warburg, Pincus Post-Venture Capital Fund, Inc. (the
"Fund") has recently reviewed and unanimously endorsed a proposal for the
acquisition of the Fund by another Warburg Pincus Fund. Under the terms of the
proposal, Warburg, Pincus Global Post-Venture Capital Fund, Inc. (the "Global
Fund") would acquire all or substantially all of the assets and liabilities of
the Fund. We are pleased to invite you to attend a special meeting (the
"Meeting") of the shareholders of the Fund to consider the approval of a Plan of
Reorganization (the "Plan") pursuant to which the acquisition of the Fund (the
"Acquisition") would be effected.
The Fund's Board of Directors and Credit Suisse Asset Management, LLC, the
Fund's investment adviser ("CSAM"), believe that the Acquisition is in the best
interests of the Fund and its shareholders.
As noted and further described herein, although the Fund has the same investment
objective as the Global Fund, there are two significant differences in the way
the funds are managed: (i) the Global Fund may invest without limit in foreign
securities, while the Fund's foreign investments are limited to 20% of assets;
and (ii) the Global Fund may (and currently does) invest in emerging markets,
while the Fund does not. The Global Fund has the same investment adviser,
sub-investment adviser, distributor, custodian, transfer agent and independent
accountant as the Fund. In addition, CSAM has agreed to waive fees and reimburse
expenses for the two-year period beginning on the date of the closing of the
Acquisition to the extent necessary for the net expense ratio of a class of the
Global Fund to be no higher than the lower of the corresponding class of the
Fund or the Global Fund for the 30-day period ended on such date. The closing of
the Acquisition (the "Closing Date") is expected to be January 28, 2000.
If shareholders of the Fund approve the Plan, the Fund will be liquidated upon
consummation of the Acquisition. You will become a shareholder of the Global
Fund, having received shares of the same class with an aggregate value equal to
the aggregate net asset value of your investment in the Fund immediately prior
to the Acquisition. No sales or other charge will be imposed in connection with
the transaction. The transaction will, in the opinion of counsel, be free from
federal income taxes to you, the Fund and the Global Fund. CSAM or its
affiliates will bear all expenses incurred in connection with the Acquisition.
The Meeting will be held on January 27, 2000 to consider this transaction. We
strongly invite your participation by asking you to review, complete and return
your proxy promptly.
Detailed information about the proposed Acquisition is described in the attached
Prospectus/Proxy statement. THE BOARD OF DIRECTORS OF THE FUND HAS
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UNANIMOUSLY APPROVED THE ACQUISITION AND RECOMMENDS THAT YOU VOTE TO APPROVE THE
PLAN. On behalf of the Board of Directors, I thank you for your participation as
a shareholder and urge you to please exercise your right to vote by completing,
dating and signing the enclosed proxy card(s). A self-addressed, postage-paid
envelope has been enclosed for your convenience[; if you prefer, you can fax the
proxy card to D. F. King & Co., Inc., the Fund's proxy solicitor, at (800)
[INSERT]. We also encourage you to vote by telephone or through the Internet.
Proxies may be voted by telephone by calling (800) 848-3409 or through the
Internet using the Internet address located on your proxy card].
Voting by fax, telephone or through the Internet will reduce the time and costs
associated with the proxy solicitation. When the Fund records proxies by
telephone or through the Internet, it will use procedures designed to (i)
authenticate shareholders' identities, (ii) allow shareholders to authorize the
voting of their shares in accordance with their instructions and (iii) confirm
that their instructions have been properly recorded.
Whichever voting method you choose, please read the full text of the proxy
statement before you vote.
If you have any questions regarding the proposed Acquisition, please feel free
to call [Hal Liebes, Vice President and Secretary of the Fund, at (212)
326-5454], who will be pleased to assist you.
IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED PROMPTLY.
Sincerely,
Eugene L. Podsiadlo
President of the Fund
December 3, 1999
<PAGE>
WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
466 Lexington Avenue
New York, New York 10017-3147
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on January 27, 2000
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Warburg, Pincus Post-Venture Capital Fund, Inc. (the "Fund") will
be held at the offices of the Fund, 466 Lexington Avenue, New York, New York
10017-3147 on January 27, 2000, commencing at 3:00 p.m. for the following
purposes:
1. To approve the Agreement and Plan of Reorganization dated as of
[INSERT], 1999 (the "Plan") providing that (i) the Fund would
transfer to Warburg Pincus Global Post-Venture Capital Fund, Inc.
(the "Global Fund") all or substantially all of its assets in
exchange for shares of the Global Fund and the assumption by the
Global Fund of the Fund's liabilities, (ii) such shares of the
Global Fund would be distributed to shareholders of the Fund in
liquidation of the Fund, and (iii) the Fund would subsequently be
terminated.
2. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF THE FUND VOTE TO APPROVE THE PLAN.
The Board of Directors of the Fund has fixed the close of business
on November 16, 1999 as the record date for the determination of shareholders of
the Fund entitled to notice of and to vote at the Meeting and any adjournment or
adjournments thereof. As a convenience to shareholders, you can now vote in any
one of four ways:
o By mail, with the enclosed proxy card(s);
o By telephone, with a toll-free call to the telephone number
that appears on your proxy card or, if no toll-free telephone
number appears on your proxy card, to D. F. King & Co., Inc.,
the Fund's proxy solicitor, at [(800) 848-3409];
o Through the Internet, by using the Internet address located on
your proxy card and following the instructions on the site; or
o In person at the meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
<PAGE>
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE URGED TO
(A) SIGN AND RETURN WITHOUT DELAY THE ENCLOSED PROXY CARD(S) IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, [(B) VOTE BY
TELEPHONE WITH A TOLL-FREE CALL TO (800) 848-3409, (C) VOTE THROUGH THE INTERNET
USING THE ADDRESS LOCATED ON THE PROXY CARD OR (D) FAX THE ENCLOSED PROXY
CARD(S) TO D. F. KING & CO., INC. AT (800) INSERT], SO THAT THEIR SHARES MAY BE
REPRESENTED AT THE MEETING. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXY CARDS
ARE SET FORTH ON THE FOLLOWING PAGE. PROXIES MAY BE REVOKED AT ANY TIME BEFORE
THEY ARE EXERCISED BY THE SUBSEQUENT EXECUTION AND SUBMISSION OF A REVISED
PROXY, BY GIVING WRITTEN NOTICE OF REVOCATION TO THE FUND AT ANY TIME BEFORE THE
PROXY IS EXERCISED OR BY VOTING IN PERSON AT THE MEETING.
By Order of the Board of Directors,
Hal Liebes
Vice President and Secretary
December 3, 1999
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO
AVOID THE EXPENSE OF FURTHER SOLICITATION.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration
on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signatures
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Corporate Accounts
(1) ABC Corp............................ ABC Corp.
(2) ABC Corp............................ John Doe, Treasurer
(3) ABC Corp............................
c/o John Doe, Treasurer........... John Doe
(4) ABC Corp. Profit Sharing Plan....... John Doe, Trustee
Trust Accounts
(1) ABC Trust........................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78.................... Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA..... John B. Smith
(2) John B. Smith....................... John B. Smith, Jr., Executor
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 4, 1999
PROSPECTUS/PROXY STATEMENT
December 3, 1999
Acquisition of the Assets of
WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
466 Lexington Avenue
New York, New York 10017
800-WARBURG
By and in Exchange for Shares of
WARBURG, PINCUS GLOBAL POST-VENTURE CAPITAL FUND, INC.
466 Lexington Avenue
New York, New York 10017
800-WARBURG
This Prospectus/Proxy Statement is being furnished to shareholders
of Warburg, Pincus Post-Venture Capital Fund, Inc., an open-end, diversified
management investment company organized as a Maryland corporation (the "Fund"),
in connection with a proposed agreement and plan of reorganization (the "Plan")
to be submitted to shareholders of the Fund for consideration at a Special
Meeting of Shareholders to be held on January 27, 2000 at 3:00 p.m. (the
"Meeting"), at the offices of the Fund located at 466 Lexington Avenue, New
York, New York 10017, or any adjournment(s) thereof. Pursuant to the Plan, the
Fund would transfer to Warburg, Pincus Global Post-Venture Capital Fund, Inc.,
an open-end, diversified management investment company organized as a Maryland
corporation (the "Global Fund" and, together with the Fund, the "Funds"), all or
substantially all of its assets in exchange for shares of the Global Fund and
the assumption by the Global Fund of the Fund's liabilities; such shares of the
Global Fund would be distributed to shareholders of the Fund in liquidation of
the Fund; and the Fund would subsequently be terminated (hereinafter
collectively referred to as the "Acquisition").
As noted and further described herein, although the Fund has the
same investment objective as the Global Fund (i.e., long-term growth of
capital), there are two significant differences in the way the Funds are
managed: (i) the Global Fund may invest without limit in foreign securities,
while the Fund's foreign investments are limited to 20% of assets; and (ii) the
Global Fund may (and currently does) invest in emerging markets, while the Fund
does not. The other investment policies of the Global Fund are substantially
similar to those of the Fund except for differences described under "Comparison
of Investment Objectives and Policies" in this Prospectus/Proxy Statement. The
investment adviser, sub-investment adviser, distributor, custodian, transfer
agent and independent accountant for the Global Fund are also the same as those
of the Fund.
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As a result of the proposed Acquisition, each shareholder of a class
of shares of the Fund will receive that number of shares of the same class of
the Global Fund having an aggregate net asset value equal to the aggregate value
of such shareholder's shares of the Fund immediately prior to the Acquisition.
All expenses of the Acquisition will be borne by CSAM or its affiliates. No
sales or other charge will be imposed on the shares of the Global Fund received
by the shareholders of the Fund. This transaction is structured to be tax-free
for federal income tax purposes to shareholders of the Fund and to each of the
Fund and the Global Fund.
This Prospectus/Proxy Statement, which should be retained for future
reference, sets forth concisely the information about the Global Fund that a
prospective investor should know before voting. This Prospectus/Proxy Statement
is expected to first be sent to shareholders on or about December 3, 1999. A
Statement of Additional Information dated December 3, 1999, relating to this
Prospectus/Proxy Statement and the Acquisition, has been filed with the
Securities and Exchange Commission (the "SEC") and is incorporated by reference
into this Prospectus/Proxy Statement. A copy of such Statement of Additional
Information is available upon oral or written request and without charge by
writing to the Global Fund at the address listed on the cover page of this
Prospectus/Proxy Statement or by calling 800-WARBURG.
The following documents, which have been filed with the SEC, are
incorporated herein in their entirety by reference.
1. The current Prospectus of each class of shares offered by the Global
Fund, dated February 22, 1999, as revised July 6, 1999 (Common
Shares), and December [INSERT], 1999 (Advisor Shares). The Global
Fund Prospectuses relating to each class of shares of the Global
Fund held by a shareholder accompanies this Prospectus/Proxy
Statement.
2. The current Prospectus of each class of shares offered by the Fund,
each dated February 16, 1999, as revised July 6, 1999. These
Prospectuses may be obtained without charge by writing to the
address on the cover page of this Prospectus/Proxy Statement or by
calling 800-WARBURG.
3. The Annual Report for the fiscal year ended October 31, 1998 and the
Semiannual Report for the six-month period ended April 30, 1999 of
each of the Fund and the Global Fund.
Accompanying this Prospectus/Proxy Statement as Exhibit A is a copy
of the form of Agreement and Plan of Reorganization (the "Plan") for the
proposed Acquisition.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
2
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS/PROXY STATEMENT
AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE FUNDS.
3
<PAGE>
TABLE OF CONTENTS
PAGE
ADDITIONAL MATERIALS......................................................... 5
SUMMARY...................................................................... 6
RISK FACTORS................................................................. 8
REASONS FOR THE ACQUISITION.................................................. 8
FEE TABLE.................................................................... 10
INFORMATION ABOUT THE ACQUISITION............................................ 12
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES............................. 17
MANAGEMENT OF EACH FUND...................................................... 21
INTEREST OF CSAM IN THE ACQUISITION.......................................... 22
INFORMATION ON SHAREHOLDERS' RIGHTS.......................................... 23
ADDITIONAL INFORMATION....................................................... 24
VOTING INFORMATION........................................................... 25
OTHER BUSINESS............................................................... 26
FINANCIAL STATEMENTS AND EXPERTS............................................. 26
LEGAL MATTERS................................................................ 27
EXHIBIT A: FORM OF AGREEMENT AND PLAN OF REORGANIZATION..................A-1
4
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ADDITIONAL MATERIALS
The following additional materials, which have been incorporated by
reference into the Statement of Additional Information dated December 3, 1999
relating to this Prospectus/Proxy Statement and the Acquisition, will be sent to
all shareholders of the Fund requesting a copy of such Statement of Additional
Information.
1. The current Statement of Additional Information for the Global Fund,
dated [February 22, 1999, as revised July 6, 1999].
2. The current Statement of Additional Information for the Fund, dated
February 16, 1999, as revised July 6, 1999.
5
<PAGE>
SUMMARY
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
ADDITIONAL INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS/PROXY STATEMENT,
THE PLAN (A COPY OF THE FORM OF WHICH IS ATTACHED TO THIS PROSPECTUS/PROXY
STATEMENT AS EXHIBIT A) THE PROSPECTUSES OF THE FUND, THE STATEMENT OF
ADDITIONAL INFORMATION OF THE FUND, THE PROSPECTUSES OF THE GLOBAL FUND AND THE
STATEMENT OF ADDITIONAL INFORMATION OF THE GLOBAL FUND.
PROPOSED ACQUISITION. The Plan provides for the acquisition of all
or substantially all of the assets and liabilities of the Fund by the Global
Fund in exchange for shares of the Global Fund. The Plan also calls for the
distribution of shares of the Global Fund to the Fund's shareholders in
liquidation of the Fund. As a result of the Acquisition, each shareholder of a
class of shares of the Fund will become the owner of that number of full and
fractional shares of the same class of the Global Fund having an aggregate net
asset value equal to the aggregate value of the shareholder's shares of the Fund
as of the close of business on the date that the Fund's assets are exchanged for
shares of the Global Fund. See "Information About the Acquisition -- Plan of
Reorganization."
For the reasons set forth below under "Reasons for the Acquisition,"
the Board of Directors of the Fund, including the Directors of the Fund who are
not "interested persons" (the "Independent Directors"), as that term is defined
in the Investment Company Act of 1940, as amended (the "1940 Act"), has
unanimously concluded that the Acquisition would be in the best interests of the
shareholders of the Fund and that the interests of the Fund's existing
shareholders will not be diluted as a result of the transaction contemplated by
the Acquisition. The Board therefore has submitted the Plan for approval by the
Fund's shareholders. The Board of Directors of the Global Fund has also reached
similar conclusions and approved the Acquisition with respect to the Global
Fund.
Approval of the Acquisition of the Fund will require the affirmative
vote of the holders of a majority of the Fund's outstanding shares. See "Voting
Information." In the event that the Plan is not approved by shareholders of the
Fund, the Board will consider other possible courses of action available to it,
including resubmitting the Acquisition proposal to shareholders.
TAX CONSEQUENCES. Prior to completion of the Acquisition, the Fund
and the Global Fund will have received an opinion of counsel that, upon the
closing of the Acquisition and the transfer of the assets of the Fund, no gain
or loss will be recognized by the Fund or its shareholders for federal income
tax purposes. The holding period and aggregate tax basis of the Global Fund
shares received by a Fund shareholder will be the same as the holding period and
aggregate tax basis of the shares of the Fund previously held by such
shareholder. In addition, the holding period and tax basis of the assets of the
Fund in the hands of the Global Fund as a result of the Acquisition will be the
same as in the hands of the Fund immediately prior to the Acquisition.
6
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INVESTMENT OBJECTIVES AND POLICIES. As noted and further described
herein, although the Fund has the same investment objective as the Global Fund
(i.e., long-term growth of capital), there are two significant differences in
the way the funds are managed: (i) the Global Fund may invest without limit in
foreign securities, while the Fund's foreign investments are limited to 20% of
assets; and (ii) the Global Fund may (and currently does) invest in emerging
markets, while the Fund does not. Also, whereas the Global Fund may, but is not
expected to, invest in swaps, the Fund may not. The other investment policies of
the Global Fund are substantially similar to those of the Fund except for
differences described under "Comparison of Investment Objectives and Policies"
in this Prospectus/Proxy Statement.
PURCHASE AND REDEMPTION PROCEDURES. The purchase and redemption
procedures available to shareholders of the Global Fund are identical to those
available to shareholders of the Fund. Purchases of shares of each Fund may be
made by mail or, with advance arrangements, by wire. Shares of the Funds are
sold at net asset value per share and without an initial sales charge. Common
Shares of each Fund are subject to a 12b-1 fee of .25% per annum. Advisor Shares
of each Fund are subject to a 12b-1 fee of up to .75% per annum (currently
.50%).
EXCHANGE PRIVILEGES. The exchange privileges available to
shareholders of the Global Fund are identical to those available to shareholders
of the Fund. Shareholders of each Fund may exchange at net asset value all or a
portion of their shares for shares of the same class of other mutual funds in
the Warburg Pincus family of funds (each, a "Warburg Pincus Fund") at their
respective net asset values. Shareholders may thus not effect exchanges between
one class of shares (e.g., Common Shares) of a Warburg Pincus Fund and any other
class of shares (e.g., Advisor Shares) of any other Warburg Pincus Fund.
Exchanges may be effected by mail or by telephone. Exchanges will be effected
without a sales charge but must satisfy the minimum dollar amount necessary for
new purchases in the fund in which shares are being purchased. Each Fund may
refuse exchange purchases at any time without prior notice.
The exchange privilege is available to shareholders residing in any
state in which the relevant Fund's shares being acquired may legally be sold.
When an investor effects an exchange of shares, the exchange is treated for
federal income tax purposes as a redemption. Therefore, the investor may realize
a taxable gain or loss in connection with the exchange. No initial sales charge
is imposed on the shares being acquired in an exchange. See the Shareholder
Guide which accompanies the Prospectuses of the Global Fund.
DIVIDENDS. The Global Fund and the Fund each distribute
substantially all of their respective net investment income and net realized
capital gains, if any, to their respective shareholders. All distributions are
reinvested in the form of additional full and fractional shares of the relevant
Fund unless a shareholder elects otherwise. Each Fund declares and pays
dividends, if any, from net investment income annually. Net realized capital
gains (including net short-term capital gains), if any, of each Fund will be
distributed at least annually. See "About Your Account -- Distributions" in the
accompanying Prospectuses of the Global Fund.
7
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SHAREHOLDER VOTING RIGHTS. The Global Fund and the Fund are each
registered with the SEC as open-end, diversified management investment
companies. Each Fund is a Maryland corporation, each having a Board of
Directors. Shareholders of each Fund have similar voting rights. Neither Fund
holds a meeting of shareholders annually, except as required by the 1940 Act or
other applicable law. Each Fund's By-Laws provide that a special meeting of
shareholders will be called at the written request of shareholders entitled to
cast at least ten percent of the votes entitled to be cast at the meeting, upon
payment by such shareholders of the reasonably estimated cost of preparing and
mailing a notice of the meeting, provided, however, that the matter to be
considered at such special meeting of shareholders is not substantially the same
as a matter voted on at a special meeting of shareholders held during the
preceding 12 months. To the extent required by law, each Fund will assist in
shareholder communication in such matters. The presence of one-third of the
shareholders of the relevant Fund at a shareholder meeting will constitute a
quorum.
In addition, under the laws of the State of Maryland, shareholders
of either the Global Fund or the Fund do not have appraisal rights in connection
with a combination or acquisition of the assets of the relevant Fund by another
entity. Shareholders of the Fund may, however, redeem their shares at net asset
value prior to the date of the Acquisition (subject only to certain restrictions
set forth in the 1940 Act). See "Information on Shareholders' Rights -- Voting
Rights."
RISK FACTORS
Although the investment objectives of the Global Fund and the Fund
(i.e., long-term growth of capital) are identical and certain other investment
policies and restrictions of the Global Fund are substantially similar to those
of the Fund, there are two significant differences in the way the funds are
managed relating to the Global Fund's investments in foreign securities and in
emerging markets. Whereas the principal risk factors affecting the Fund are
market risk and the risks associated with (i) start-up and other small companies
and (ii) special situation companies, the principal risk factors affecting the
Global Fund are market risk and the risks associated with (a) foreign
securities, (b) start-up and other small companies and (c) special situation
companies. Also, whereas the Global Fund may, but is not expected to, invest in
swaps, the Fund may not. See the accompanying Prospectuses of the Global Fund
for a complete discussion of the risks of investing in that Fund.
REASONS FOR THE ACQUISITION
The Board of Directors of the Fund has determined that it is in the
best interest of the Fund to effect the Acquisition. In reaching this
conclusion, the Board considered a number of factors, including the following:
1. the Acquisition may increase economic and other efficiencies of
the Funds and may potentially result in higher annual total returns for
Fund shareholders as the ability of the Global Fund to invest in foreign
securities without limit and in emerging markets provides CSAM with (i)
greater management flexibility, (ii) a broader universe of permitted
investments, recognizing that venture capital investing has expanded well
8
<PAGE>
beyond the United States since the Fund was launched in 1995, and (iii)
the ability to take more meaningful positions in investments deemed
attractive given the combined assets of the Funds;
2. the Acquisition would result in a larger fund with access to more
portfolio securities, thereby enhancing portfolio choices and making
greater diversification possible;
3. the terms and conditions of the Acquisition;
4. that the investment adviser, sub-investment adviser, distributor,
custodian, transfer agent and accountant for the Global Fund are the same
as those of the Fund;
5. the federal tax consequences of the Acquisition to the Fund, the
Global Fund and the shareholders of each Fund, and that a legal opinion
will be rendered that no recognition of income, gain or loss for federal
income tax purposes will occur as a result of the Acquisition to any of
them;
6. that the interests of shareholders of the Fund will not be
diluted as a result of the Acquisition;
7. CSAM has agreed to waive fees and reimburse expenses for the
two-year period beginning on the date of the closing of the Acquisition to
the extent necessary for the net expense ratio of a class of the Global
Fund to be no higher than the lower of the corresponding class of the Fund
or the Global Fund for the 30-day period ended on such date;
8. that the expenses of the Acquisition will be borne by CSAM or its
affiliates; and
9. that no sales or other charge will be imposed in connection with
the Acquisition.
In light of the foregoing, the Board of Directors of the Fund,
including the Independent Directors, has determined that it is in the best
interests of the Fund and its shareholders to effect the Acquisition. The Board
of Directors of the Fund has also determined that the Acquisition would not
result in a dilution of the interests of the Fund's shareholders.
The Board of Directors of the Global Fund has also determined that
it is advantageous to the Global Fund to effect the Acquisition. Each Fund's
Board of Directors considered, among other things, the terms and conditions of
the Acquisition and representations that the Acquisition would be effected as a
tax-free reorganization. Accordingly, the Board of Directors of the Global Fund,
including a majority of the Independent Directors, has determined that the
Acquisition is in the best interests of the Global Fund's shareholders and that
the interests of the Global Fund's shareholders would not be diluted as a result
of the Acquisition.
9
<PAGE>
FEE TABLE
Following are two tables showing current costs and expenses of each
class of outstanding shares of the Fund and the costs and expenses of the
corresponding class of the Global Fund after giving effect to the Acquisition.
The table does not reflect charges that institutions and financial
intermediaries may impose on their customers.
================================================================================
Common Shares* Fund Global Fund Pro Forma
- --------------------------------------------------------------------------------
Shareholder Transaction Expenses:
Maximum sales charge imposed
on purchases (as a percentage
of offering price).......... None None None
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses
(expenses that are deducted from
fund assets)
Management fees............. 1.25% 1.25% 1.25%
12b-1 fees.................. .25% .25% .25%
Other expenses.............. .61% 2.38% .69%
- --------------------------------------------------------------------------------
Total Annual Fund
Operating Expenses**........ 2.11% 3.88% 2.19%
================================================================================
================================================================================
Advisor Shares*** Fund Global Fund Pro Forma
- --------------------------------------------------------------------------------
Shareholder Transaction Expenses:
Maximum sales charge imposed
on purchases (as a percentage
of offering price).......... None None None
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses
(expenses that are deducted from
fund assets)
Management fees............. 1.25% 1.25% 1.25%
12b-1 fees.................. .50% .50% .50%
Other expenses.............. .61% 2.38% .69%
- --------------------------------------------------------------------------------
Total Annual Fund
Operating Expenses**........ 2.36% 4.13% 2.44%
================================================================================
- ----------
* Actual fees and expenses for the eleven-month period ended September 30,
1999 are shown below, and are annualized. Fee waivers and expense
reimbursements or credits reduced expenses for the Funds during such
period but may be discontinued at any time.
** CSAM has agreed to waive fees and reimburse expenses for the two-year
period beginning on the date of the closing of the Acquisition to the
extent necessary for the net expense ratio of a class of the Global Fund
to be no higher than the lower of the corresponding class of the Fund or
the Global Fund for the 30-day period ended on such date.
*** The Advisor Shares of the Global Fund had not commenced operations as of
September 30, 1999. The amounts shown are amounts estimated to be charged
for the fiscal year ending October 31, 2000.
10
<PAGE>
Common Shares
After fee waivers and
reimbursements Fund Global Fund Pro Forma
Shareholder Transaction Expenses:
Maximum sales charge imposed
on purchases (as a percentage
of offering price).......... None None None
Annual Fund Operating Expenses
(expenses that are deducted from
fund assets)
Management fees............. .82% .00% .75%
12b-1 fees.................. .25% .25% .25%
Other expenses.............. .58% 1.40% .65%
Total Annual Fund
Operating Expenses.......... 1.65% 1.65% 1.65%
Advisor Shares
After fee waivers and
reimbursements Fund Global Fund Pro Forma
Shareholder Transaction Expenses:
Maximum sales charge imposed
on purchases (as a percentage
of offering price).......... None None None
Annual Fund Operating Expenses
(expenses that are deducted from
fund assets)
Management fees............. .82% .00% .75%
12b-1 fees.................. .50% .50% .50%
Other expenses.............. .58% 1.40% .65%
Total Annual Fund
Operating Expenses.......... 1.90% 1.90% 1.90%
Examples
The following examples are intended to assist an investor in
understanding the various costs that an investor in each Fund will bear directly
or indirectly. The examples assume payment of operating expenses at the levels
set forth in the first two tables above (i.e., before fee waivers and expense
reimbursements and credits). The examples also assume that all dividends and
distributions are reinvested.
11
<PAGE>
================================================================================
Assume you invest $10,000, each Fund 1 Year 3 Years 5 Years 10 Years
returns 5% annually and you close your
account at the end of each of the time
periods shown. Based on these
assumptions, your cost would be:
- --------------------------------------------------------------------------------
Common Shares
Fund................................ $214 $ 661 $1,134 $2,441
Global Fund......................... $390 $1,184 $1,995 $4,104
Pro Forma........................... $222 $ 685 $1,175 $2,524
Advisor Shares
Fund................................ $239 $ 736 $1,260 $2,696
Global Fund......................... $415 $1,255 $2,110 $4,314
Pro Forma........................... $247 $ 761 $1,301 $2,776
================================================================================
The examples provide a means for an investor to compare expense
levels of funds with different fee structures over varying investment periods.
To facilitate such comparison, all funds are required to utilize a 5.00% annual
return assumption. However, each Fund's actual return will vary and may be
greater or less than 5.00%. These examples should not be considered
representations of past or future expenses and actual expenses may be greater or
less than those shown.
INFORMATION ABOUT THE ACQUISITION
AGREEMENT AND PLAN OF REORGANIZATION. The following summary of the
Plan is qualified in its entirety by reference to the form of Plan (Exhibit A
hereto). The Plan provides that the Global Fund will acquire all or
substantially all of the assets of the Fund in exchange for shares of the Global
Fund and the assumption by the Global Fund of the liabilities of the Fund on the
Closing Date. The Closing Date is expected to be January 28, 2000.
Prior to the Closing Date, the Fund will endeavor to discharge all
of its known liabilities and obligations. The Global Fund shall assume all
liabilities, expenses, costs, charges and reserves reflected on an unaudited
statement of assets and liabilities of the Fund as of the close of regular
trading on The New York Stock Exchange, Inc., currently 4:00 p.m. New York City
time, on the Closing Date, in accordance with generally accepted accounting
principles consistently applied from the prior audited period. The Global Fund
shall also assume any liabilities of the Fund arising from the operations and/or
transactions of the Fund prior to and including the Closing Date. The net asset
value per share of each class of each Fund will be calculated by determining the
total assets attributable to such class, subtracting the relevant class' pro
rata share of the actual and accrued liabilities of a Fund and the liabilities
specifically allocated to that class of shares, and dividing the result by the
total number of outstanding shares of the relevant class. Each Fund will utilize
the procedures set forth in their respective current Prospectuses or Statements
of Additional Information to determine the value of their respective portfolio
securities and to determine the aggregate value of each Fund's portfolio.
12
<PAGE>
On or as soon after the Closing Date as conveniently practicable,
the Fund will liquidate and distribute pro rata to shareholders of record as of
the close of business on the Closing Date the shares of the same class of the
Global Fund received by the Fund. Such liquidation and distribution will be
accomplished by the establishment of accounts in the names of the Fund's
shareholders on the share records of the Global Fund's transfer agent. Each
account will represent the number of shares of the relevant class of shares of
the Global Fund due to each of the Fund's shareholders calculated in accordance
with the Plan. After such distribution and the winding up of its affairs, the
Fund will terminate as a management investment company and dissolve as a
Maryland corporation.
The consummation of the Acquisition is subject to the conditions set
forth in the Plan. Notwithstanding approval by the shareholders of the Fund, the
Plan may be terminated at any time at or prior to the Closing Date: (i) by
mutual agreement of the Fund and the Global Fund; (ii) by the Fund in the event
the Global Fund shall, or by the Global Fund, in the event the Fund shall,
materially breach any representation, warranty or agreement contained in the
Plan to be performed at or prior to the Closing Date; or (iii) if a condition to
the Plan expressed to be precedent to the obligations of the terminating party
has not been met and it reasonably appears that it will not or cannot be met
within a reasonable time.
Pursuant to the Plan, the Global Fund has agreed to indemnify and
advance expenses to each Director or officer of the Fund against money damages
incurred in connection with any claim arising out of such person's services as a
Director or officer with respect to matters specifically relating to the Fund.
Approval of the Plan with respect to the Fund will require the
affirmative vote of a majority of the Fund's outstanding shares in the aggregate
without regard to class, in person or by proxy, if a quorum is present.
Shareholders of the Fund are entitled to one vote for each share. If the
Acquisition is not approved by shareholders of the Fund, the Board of Directors
of the Fund will consider other possible courses of action available to it,
including resubmitting the Acquisition proposal to shareholders.
If the Plan is approved, the Global Fund intends to invest at least
35% of the combined assets of the Funds in non-U.S. companies within three
months after the closing of the Acquisition to minimize market impact (absent
unanticipated market conditions arising after such date).
DESCRIPTION OF THE GLOBAL FUND SHARES. Shares of the Global Fund
will be issued to the Fund in accordance with the procedures detailed in the
Plan and as described in the Global Fund's Prospectuses. The Global Fund, like
the Fund, will not issue share certificates to its shareholders. See
"Information on Shareholders' Rights" and the Prospectuses of the Global Fund
for additional information with respect to the shares of the Global Fund.
The Global Fund has authorized two classes of common stock, called
Common Shares and Advisor Shares. Whereas Common Shares of the Global Fund have
been offered since September 30, 1996, the Advisor Shares of the Global Fund
have not been previously offered and are first being offered in connection with
the Acquisition. The Global Fund
13
<PAGE>
intends to continuously offer Common Shares and Advisor Shares after the
Acquisition. Individual investors are only able to purchase Advisor Shares
through financial-services firms such as banks, brokers and financial advisors.
Shares of each class of the Global Fund represent equal pro rata interests in
the Global Fund and accrue dividends and calculate net asset value and
performance quotations in the same manner. Because of the higher 12b-1 fees to
be paid by the Advisor Shares, the total return on the Advisor Shares can be
expected to be lower than the total return on the Common Shares.
FEDERAL INCOME TAX CONSEQUENCES. The exchange of assets of the Fund
for shares of the Global Fund, followed by the distribution of these shares, is
intended to qualify for federal income tax purposes as a tax-free reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"). As a condition to the closing of the Acquisition, the Global Fund and
the Fund will receive an opinion from Willkie Farr & Gallagher, counsel to each
Fund, to the effect that, on the basis of the existing provisions of the Code,
U.S. Treasury regulations issued thereunder, current administrative rules,
pronouncements and court decisions, for federal income tax purposes, upon
consummation of the Acquisition:
(1) the transfer of all or substantially all of the Fund's assets in
exchange for the Global Fund shares and the assumption by the Global Fund
of liabilities of the Fund, and the distribution of the Global Fund shares
to the shareholders of the Fund in exchange for their shares of the Fund,
will constitute a "reorganization" within the meaning of Section 368(a) of
the Code, and the Global Fund and the Fund will each be a "party to a
reorganization" within the meaning of Section 368(b) of the Code;
(2) no gain or loss will be recognized by the Global Fund upon the
receipt of the assets of the Fund solely in exchange for the Global Fund
shares and the assumption by the Global Fund of liabilities of the Fund;
(3) no gain or loss will be recognized by the Fund upon the transfer
of the Fund's assets to the Global Fund in exchange for the Global Fund
shares and the assumption by the Global Fund of liabilities of the Fund or
upon the distribution of the Global Fund shares to the Fund's
shareholders;
(4) no gain or loss will be recognized by shareholders of the Fund
upon the exchange of their shares for Global Fund shares or upon the
assumption by the Global Fund of liabilities of the Fund;
(5) the aggregate tax basis of the Global Fund shares received by
each shareholder of the Fund pursuant to the Acquisition will be the same
as the aggregate tax basis of shares of the Fund held by such shareholder
immediately prior to the Acquisition, and the holding period of Global
Fund shares to be received by each shareholder of the Fund will include
the period during which shares of the Fund exchanged therefor were held by
such shareholder (provided shares of the Fund were held as capital assets
on the date of the Acquisition); and
14
<PAGE>
(6) the tax basis of the Fund's assets acquired by the Global Fund
will be the same as the tax basis of such assets to the Fund immediately
prior to the Acquisition, and the holding period of the assets of the Fund
in the hands of the Global Fund will include the period during which those
assets were held by the Fund.
Shareholders of the Fund should consult their tax advisors regarding
the effect, if any, of the proposed Acquisition in light of their individual
circumstances. Since the foregoing discussion only relates to the federal income
tax consequences of the Acquisition, shareholders of the Fund should also
consult their tax advisors as to state and local tax consequences, if any, of
the Acquisition.
CAPITALIZATION. The following table shows the capitalization of each
Fund as of September 30, 1999 and the capitalization of the Global Fund on a
pro forma basis as of the Closing Date, after giving effect to the
Acquisition.(1)
<TABLE>
<CAPTION>
GLOBAL Pro Forma Pro Forma
FUND FUND Adjustments Combined
<S> <C> <C> <C> <C>
Net Assets - Fund Level 54,479,413 8,186,787 (13,595,194) 49,071,006
Common 51,970,557 8,134,832 (13,039,636) 47,065,753
Advisor 2,508,856 51,955 (555,558) 2,005,253
Net Asset Value Per Share (3)
Common 20.35 18.65 -- 18.65
Advisor 20.04 18.50 -- 18.50
Shares Outstanding (4)
Common 2,553,238.941 436,174.242 (465,780.303) 2,528,632.880
Advisor 125,205.661 2,808.157 (19,621.776) 108,392.042
</TABLE>
- ----------
(1) Assumes the Acquisition had been consummated on September 30, 1999 and
is for information purposes only. No assurance can be given as to how many
Global Fund shares will be received by shareholders of the Fund on the
date the Acquisition takes place, and the foregoing should not be relied
upon to reflect the number of Global Fund shares that actually will be
received on or after such date.
(2) Assumes pro forma capital gains distributions, without any reinvestment,
of $[INSERT] and $[INSERT] for the Global Fund and the Fund, respectively.
These numbers are estimates and are subject to change.
(3) Net asset value per share after pro forma capital gains distributions,
assuming no reinvestment.
(4) Assumes the pro forma issuance of [INSERT] Global Fund shares in exchange
for the net assets of the Fund. The number of Global Fund shares issued
was based on the pro forma net asset value of each Fund on September 30,
1999.
TOTAL RETURNS
Total return is a measure of the change in value of an investment in
a fund over the period covered, which assumes that any dividends or capital
gains distributions are automatically reinvested in shares of the fund rather
than paid to the investor in cash. The formula for total return used by a fund
is prescribed by the SEC and includes three steps: (1) adding to the total
number of shares of the fund that would be purchased by a hypothetical $1,000
investment in the fund all additional shares that would have been purchased if
all dividends and distributions paid or distributed during the period had been
automatically reinvested; (2) calculating the redeemable value of the
hypothetical initial investment as of the end of the period by multiplying the
total number of shares owned at the end of the period by the net asset value per
share on the last trading day of the period; and (3) dividing this account value
for the hypothetical investor by the amount of the initial investment, and
annualizing the
15
<PAGE>
result for periods of less than one year. Total return may be stated with or
without giving effect to any expense limitations in effect for a fund.
The following table reflects the average annual total return for the
1-year. 3-year and since inception periods ending September 30, 1999 for the
Common Shares of each Fund, after giving effect to any expense limitations in
effect for the relevant Fund:
<TABLE>
<CAPTION>
FUND GLOBAL FUND
---- -----------
Common Shares Advisor Shares Common Shares Advisor Shares
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Average Annual Total Return(1):
1-year........................ 30.04% 29.55% 88.95% N/A
3-year........................ 7.18% 6.81% 24.78% N/A
Since Inception............... 19.44%(2) 18.98% 24.76%(3) N/A
</TABLE>
- ----------
(1) If CSAM or its predecessor had not temporarily waived fees and reimbursed
expenses, the cumulative total return of each Fund for the 1-year and
3-year period and since inception would have been lower. The Global Fund's
Advisor Shares had not commenced operations as of September 30, 1999.
(2) Inception Date 9/29/95.
(3) Inception Date 9/30/96.
SHARE OWNERSHIP OF THE FUNDS
As of November 16, 1999 (the "Record Date"), the officers and
Directors of each Fund beneficially owned as a group less than 1% of the
outstanding securities of the relevant Fund. To the best knowledge of a Fund, as
of October 28, 1999, no shareholder or "group" (as that term is used in Section
13(d) of the Securities Exchange Act of 1934 (the "1934 Act")), except as set
forth below, owned beneficially or of record more than 5% of the outstanding
shares of a class of the Fund.
PERCENT OWNED
GLOBAL FUND AS OF RECORD DATE
-----------------
NAME AND ADDRESS COMMON SHARES ADVISOR SHARES
- ---------------- ------------- --------------
Charles Schwab & Co. Inc.* 19.36%
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds Dept.
101 Montgomery St.
San Francisco, CA 94104-4122
National Financial Services Corp.* 15.81%
FBO Customers
PO Box 3908
Church Street Station
New York, New York 10008-3908
16
<PAGE>
PERCENT OWNED
GLOBAL FUND AS OF RECORD DATE
-----------------
NAME AND ADDRESS COMMON SHARES ADVISOR SHARES
- ---------------- ------------- --------------
Donaldson Lufkin & Jenrette* 7.37%
Securities Corporation Pershing Division
Mutual Fund Balancing
1 Pershing Plaza, 14th Floor
Jersey City, New Jersey 07399-0001
Elizabeth Dater 5.63%
555 Park Avenue
New York, New York 10021-8166
SEMA + CO. 96.09%
12 East 49 Street
New York, New York 10017
PERCENT OWNED
FUND AS OF RECORD DATE
-----------------
NAME AND ADDRESS COMMON SHARES ADVISOR SHARES
- ---------------- ------------- --------------
Charles Schwab & Co. Inc.* 26.77%
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds Dept.
101 Montgomery St.
San Francisco, CA 94104-4122
National Financial Services Corp.* 11.99%
FBO Customers
PO Box 3908
Church Street Station
New York, New York 10008-3908
EMJAYCO* 99.35%
Omnibus Account
PO Box 17909
Milwaukee, WI 53217-0909
- ----------
* The Fund believes these entities are not the beneficial owners of shares
held of record by them.
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
The following discussion is based upon and qualified in its entirety
by the disclosures in the respective Prospectuses and Statements of Additional
Information of the Global Fund and the Fund.
INVESTMENT OBJECTIVES. As stated above each Fund has the same
investment objective (i.e., long-term growth of capital). There can be no
assurance that any Fund will achieve its investment objective.
PRIMARY INVESTMENTS. The Fund seeks to achieve its investment
objective by investing primarily in equity securities of U.S. companies
considered to be in their post-venture-capital stage of development; investing
in companies of any size; and taking
17
<PAGE>
a growth investment approach to identifying attractive post-venture-capital
investments. The Global Fund similarly seeks to achieve its investment objective
by investing primarily in equity securities of companies considered to be in
their post-venture-capital stage of development; investing in companies of any
size; and taking a growth investment approach to identifying attractive
post-venture-capital investments. However, (i) whereas the Fund may invest up to
20% of its assets in foreign securities, the Global Fund may invest in foreign
securities without limit and (ii) whereas the Fund does not invest in emerging
markets, the Global Fund is authorized to (and currently does) do so. Unlike the
Fund, the Global Fund invests in at least three countries (including the U.S.)
and intends to invest at least 35% of its assets in non-U.S. companies. Further,
whereas the Global Fund may, but is not expected to, invest in swaps, the Fund
may not. Each Fund may invest in common and preferred stocks, rights and
warrants, securities convertible into common stocks and partnership interests.
Each Fund may also invest up to 10% of its assets in each of special situation
companies and private-equity portfolios that invest in venture-capital
companies.
If the Plan is approved, the Global Fund intends to invest at least
35% of the combined assets of the Funds in non-U.S. companies within three
months after the closing of the Acquisition to minimize market impact (absent
unanticipated market conditions arising after such date).
INVESTMENT LIMITATIONS. The Fund and the Global Fund have identical
fundamental and non-fundamental investment limitations except as described below
and in the previous paragraph. Fundamental investment limitations may not be
changed without the affirmative vote of the holders of a majority of the
relevant Fund's outstanding shares. Each Fund has fundamental investment
limitations with respect to borrowing money; industry concentration; issuer
concentration; making loans; underwriting securities; purchasing or selling real
estate and other natural resources; purchasing securities on margin; investing
in commodities; and issuing senior securities. Each Fund has non-fundamental
investment limitations with respect to purchasing securities of other investment
companies; pledging, mortgaging or hypothecating its assets; investing in
illiquid investments; and making additional investments if the relevant Fund has
borrowings in excess of 5% of its net assets.
CERTAIN INVESTMENT PRACTICES. For each of the following practices,
this table shows the applicable investment limitation. Risks are indicated for
each practice in italics. The specific risks associated with each of the
investment practices described below are defined in the Global Fund's
Prospectuses, which accompany this Prospectus/Proxy Statement.
Key to Table:
|X| Permitted without limitation; does not indicate actual
use
20% Italic type (e.g., 20%) represents an investment
limitation as a percentage of net fund assets; does not
indicate actual use
20% Roman type (e.g. 20%) represents an investment
limitation as a percentage of total fund assets; does
not indicate actual use
|_| Permitted, but not expected to be used to a significant
extent
18
<PAGE>
- -- Not permitted
- --------------------------------------------------------------------------------
INVESTMENT PRACTICE LIMIT
- --------------------------------------------------------------------------------
FUND GLOBAL FUND
-------- -----------
Borrowing The borrowing of money from banks to meet 30% 30%
redemptions or for other temporary or emergency
purposes. Speculative exposure risk.
Country/region focus Investing a significant portion of |X| |X|
fund assets in a single country or region. Market
swings in the targeted country or region will be likely
to have a greater effect on fund performance than they
would in a more geographically diversified equity fund.
Currency, market, political risks.
Currency hedging Instruments, such as options, futures |_| |X|
or forwards, intended to manage fund exposure to
currency risk. Options, futures or forwards involve the
right or obligation to buy or sell a given amount of
foreign currency at a specified price and future date.(1)
Correlation, credit, currency, hedged exposure,
liquidity, political, valuation risks.
Emerging markets Countries generally considered to be -- |_|
relatively less developed or industrialized. Emerging
markets often face economic problems that could subject
a fund to increased volatility or substantial declines
in value. Deficiencies in regulatory oversight, market
infrastructure, shareholder protections and company
laws could expose a fund to risks beyond those
generally encountered in developed countries. Access,
currency, information, liquidity, market, operational,
political, valuation risks.
Foreign Securities Securities of foreign issuers. May 20% |X|
include depositary receipts. Currency, euro conversion,
information, liquidity, market, political, valuation
risks.
Futures and options on futures Exchange-traded |_| |_|
contracts that enable a fund to hedge against or
speculate on future changes in currency values,
interest rates or stock indexes. Futures obligate the
fund (or give it the right, in the case of options) to
receive or make payment at a specific future time based
on those future changes.(1) Correlation, currency,
hedged exposure, interest-rate, market, speculative
exposure risks.(2)
Investment-grade debt securities Debt securities rated 20% 35%
within the four highest grades (AAA/Aaa through
BBB/Baa) by Standard & Poor's or Moody's rating
service, and unrated securities of comparable quality.
Credit, interest-rate, market risks.
Mortgage-backed and asset-backed securities Debt |_| |_|
securities backed by pools of mortgages, including
passthrough certificates and other senior classes of
collateralized mortgage obligations (CMOs), or other
receivables. Credit, extension, interest-rate,
liquidity, prepayment risks.
Non-investment-grade debt securities Debt securities 5% 5%
and convertible securities rated below the
fourth-highest grade (BBB/Baa) by Standard & Poor's or
Moody's rating service, and unrated securities of
comparable quality. Commonly referred to as junk bonds.
Credit, information, interest-rate, liquidity, market,
valuation risks.
19
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT PRACTICE LIMIT
- --------------------------------------------------------------------------------
FUND GLOBAL FUND
-------- -----------
Options Instruments that provide a right to buy (call) 25% 25%
or sell (put) a particular security or an index of
securities at a fixed price within a certain time
period. A fund may purchase and write both put and call
options for hedging or speculative purposes.(1)
Correlation, credit, hedged exposure, liquidity,
market, speculative exposure risks.
Private funds Private limited partnerships or other 10% 10%
investment funds that themselves invest in equity or
debt securities of:
o companies in the venture-capital or
post-venture-capital stages of development
o companies engaged in special situations or
changes in corporate control, including buyouts
Information, liquidity, market, valuation risks.
Privatization programs Foreign governments may sell all |_| |_|
or part of their interests in enterprises they own or
control. Access, currency, information, liquidity,
operational, political, valuation risks.
Restricted and other illiquid securities Securities 15% 15%
with restrictions on trading, or those not actively
traded. May include private placements. Liquidity,
market, valuation risks.
Securities lending Lending portfolio securities to 33 1/3% 33 1/3%
financial institutions; a fund receives cash, U.S.
government securities or bank letters of credit as
collateral. Credit, liquidity, market, operational
risks.
Short sales Selling borrowed securities with the 10% 10%
intention of repurchasing them for a profit on the
expectation that the market price will drop. Liquidity,
market, speculative exposure risks.
Short sales "against the box" A short sale where the |_| |_|
fund owns enough shares of the security involved to
cover the borrowed securities, if necessary. Liquidity,
market, speculative exposure risks.
Special-situation companies Companies experiencing 10% 10%
unusual developments affecting their market values.
Special situations may include acquisition,
consolidation, reorganization, recapitalization,
merger, liquidation, special distribution, tender or
exchange offer, or potentially favorable litigation.
Securities of a special-situation company could decline
in value and hurt a fund's performance if the
anticipated benefits of the special situation do not
materialize. Information, market risks.
Start-up and other small companies Companies with small |X| |X|
relative market capitalizations, including those with
continuous operations of less than three years.
Information, liquidity, market, valuation risks.
Swaps A contract between a fund and another party in -- |_|
which the parties agree to exchange streams of payments
based on certain benchmarks. For example, a fund may
use swaps to gain access to the performance of a
benchmark asset (such as an index or one or more
stocks) where the fund's direct investment is
restricted. Credit, currency, interest-rate, liquidity,
market, political, speculative exposure, valuation
risks.
20
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT PRACTICE LIMIT
- --------------------------------------------------------------------------------
FUND GLOBAL FUND
-------- -----------
Temporary defensive tactics Placing some or all of a |_| |_|
fund's assets in investments such as money-market
obligations and investment-grade debt securities for
defensive purposes. Although intended to avoid losses
in adverse market, economic, political or other
conditions, defensive tactics might be inconsistent
with a fund's principal investment strategies and might
prevent a fund from achieving its goal.
Warrants Options issued by a company granting the 10% 10%
holder the right to buy certain securities, generally
common stock, at a specified price and usually for a
limited time. Liquidity, market, speculative exposure
risks.
When-issued securities and forward commitments The 20% 20%
purchase or sale of securities for delivery at a future
date; market value may change before delivery.
Liquidity, market, speculative exposure risks.
- ----------
(1) The Funds are not obligated to pursue any hedging strategy and do not
represent that these techniques are available now or will be available at
any time in the future.
(2) Each Fund is limited to 5% of net assets for initial margin and premium
amounts on futures positions considered to be speculative by the Commodity
Futures Trading Commission.
MANAGEMENT OF EACH FUND
CSAM provides investment advisory services to both Funds under
separate advisory agreements. Abbott Capital Management, LLC ("Abbott") provides
sub-investment advisory services to each Fund under separate sub-investment
advisory agreements. Abbott is described in the Prospectuses for each Fund. (The
specific persons at CSAM and Abbott who are responsible for the day-to-day
management of the Global Fund are described in the Prospectuses of the Global
Fund, which accompany this Prospectus/Proxy Statement.)
In addition, PFPC Inc. and Credit Suisse Asset Management Securities
Inc. ("CSAMSI") will continue to provide accounting and co-administrative
services as applicable. CSAMSI (or its predecessor) has served as distributor of
each Fund since inception and will continue to provide distribution services
following the Acquisition. Counsellors Funds Service, Inc. had served as
co-administrator of each Fund until October 26, 1999, when CSAMSI became
co-administrator of each Fund. State Street Bank and the Trust Company ("State
Street") will continue its role as shareholder servicing agent, transfer agent
and dividend disbursing agent after the Acquisition. PFPC Trust Company and
State Street will continue to serve as custodian of the U.S. assets and non-U.S.
assets, respectively, of the Global Fund. PricewaterhouseCoopers LLP, the
auditor for the Fund, also serves in that capacity for the Global Fund.
Whereas the fees paid to CSAM and its affiliates, including CSAMSI,
would remain unchanged following the Acquisition, the fees paid to PFPC could
change over time (and
21
<PAGE>
possibly decrease) due to PFPC's different fee structure with the Global Fund.
(Whereas the Fund pays PFPC a fee calculated at an annual rate of .10% of its
first $500 million in average daily net assets, .075% of the next $1 billion in
assets and .05% of assets exceeding $1.5 billion, exclusive of out-of-pocket
expenses, the Global Fund pays PFPC a fee calculated at an annual rate of .12%
of its first $250 million in average daily net assets, .10% of the next $250
million in average daily net assets, .08% of the next $250 million in average
daily net assets, and .05% of average daily net assets over $750 million,
subject to a minimum annual fee and exclusive of out-of-pocket expenses.)
Importantly, the advisory and shareholder servicing and distribution fees of the
Fund would remain unchanged following the Acquisition, and CSAM has undertaken
to waive fees and reimburse expenses for the two-year period beginning on the
date of the closing of the Acquisition to the extent necessary for the net
expense ratio of a class of the Global Fund to be no higher than the lower of
the corresponding class of the Fund or the Global Fund for the 30-day period
ended on such date.
INTEREST OF CSAM IN THE ACQUISITION
CSAM may be deemed to have an interest in the Plan and the
Acquisition because it provides investment advisory services to each Fund. CSAM
receives compensation from each Fund for services it provides pursuant to
separate advisory agreements. The terms and provisions of these arrangements are
described in each Fund's Prospectuses and Statement of Additional Information.
Future growth of assets of the Global Fund, if any, can be expected to increase
the total amount of fees payable to CSAM and its affiliates and to reduce the
amount of fees and expenses required to be waived to maintain total fees and
expenses of the Global Fund at agreed upon levels. [CSAM may also be deemed to
have an interest in the Plan and the Acquisition because, as of the Record Date,
it or one or more of its affiliates possessed or shared voting power or
investment power as a beneficial owner or as a fiduciary on behalf of its
customers or employees in the Fund (see "Information About the Acquisition --
Share Ownership of the Fund" above).] CSAM and its affiliates have advised the
Fund that they intend to vote the shares over which they have voting power at
the Meeting (i) in the manner instructed by the customers for which such shares
are held or (ii) in the event that such instructions are not received or where
shares are held directly or on behalf of employees, in the same proportion as
votes cast by other shareholders. See "Voting Information."
CSAM may also be deemed to have an interest in the Plan and
Acquisition because its affiliate, CSAMSI, serves as the co-administrator and
administrator for both Funds. As such, CSAMSI receives compensation for its
services.
INFORMATION ON SHAREHOLDERS' RIGHTS
GENERAL. Each Fund is an open-end, diversified management investment
company registered under the 1940 Act, which continuously offers to sell shares
at its current net asset values. The Fund is a Maryland corporation that was
incorporated on July 12, 1995 and is governed by its Articles of Incorporation,
By-Laws and Board of Directors. The Global Fund is also a Maryland corporation
organized on July 16, 1996 and is similarly governed by its Articles of
Incorporation, By-Laws and Board of Directors. Each Fund is also governed by
22
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applicable state and federal law. Each Fund has an authorized capital of three
billion shares of common stock with a par value of $.001 per share. In each
Fund, shares represent interests in the assets of the relevant Fund and have
identical voting, dividend, liquidation and other rights on the same terms and
conditions except that expenses related to the distribution of each class of
shares of the relevant Fund are borne solely by such class and each class of
shares has exclusive voting rights with respect to provisions of such Fund's
Rule 12b-1 distribution plan, if any, pertaining to that particular class.
MULTI-CLASS STRUCTURE. Each Fund is authorized to offer Common and
Advisor Shares. Whereas Common Shares of the Global Fund have been offered since
September 30, 1996, the Advisor Shares of the Global Fund have not been
previously offered and are first being offered in connection with the
Acquisition. The Global Fund expects to continue to offer both Common shares and
Advisor shares following the Acquisition.
DIRECTORS. The By-Laws of each Fund provide that the term of office
of each Director shall be from the time of his or her election and qualification
until the next annual meeting of shareholders and until his or her successor
shall have been elected and shall have qualified. Any Director of either Fund
may be removed by the vote of at least a majority of the shares of capital stock
then entitled to be cast for the election of Directors. Vacancies on the Boards
of either Fund may be filled by the Directors remaining in office, provided that
no vacancy or vacancies may be filled by action of the remaining Directors if,
after the filling of the vacancy or vacancies, fewer than two-thirds of the
Directors then holding office shall have been elected by the shareholders of the
relevant Fund. A meeting of shareholders will be required for the purpose of
electing Directors whenever (a) fewer than a majority of the Directors then in
office were elected by shareholders of the relevant Fund or (b) a vacancy exists
that may not be filled by the remaining Directors.
VOTING RIGHTS. Neither Fund holds a meeting of shareholders
annually, and there normally is no meeting of shareholders for the purpose of
electing Directors unless and until such time as less than a majority of the
Directors of the relevant Fund holding office have been elected by shareholders
or a vacancy exists that may not be filled by the remaining Directors. At such
times, the Directors then in office will call a shareholders' meeting for the
election of Directors.
LIQUIDATION OR TERMINATION. In the event of the liquidation or
termination of either Fund, the shareholders of the relevant Fund are entitled
to receive, when and as declared by the Directors, the excess of the assets over
the liabilities belonging to such Fund. In either case, the assets so
distributed to shareholders will be distributed among the shareholders in
proportion to the number of shares held by them and recorded on the books of
such Fund.
LIABILITY OF DIRECTORS. The Articles of Incorporation of each Fund
provide that its Directors and officers shall not be liable for monetary damages
for breach of fiduciary duty as a Director or officer, except to the extent such
exemption is not permitted by law. The Articles of Incorporation of each Fund
provide that the relevant Fund shall indemnify each Director and officer and
permit advances for the payment of expenses relating
23
<PAGE>
to the matter for which identification is sought, each to the fullest extent
permitted by Maryland General Corporation Law and other applicable law. Pursuant
to the Plan, the Global Fund extends this same protection to current Directors
and officers of the Fund for liability relating to that Fund.
RIGHTS OF INSPECTION. Maryland law permits any shareholder of either
Fund or any agent of such shareholder to inspect and copy, during usual business
hours, the By-Laws, minutes of shareholder proceedings, annual statements of the
affairs and voting trust agreements of the relevant Fund on file at its
principal offices.
SHAREHOLDER LIABILITY. Under Maryland law, shareholders of either
Fund do not have personal liability for corporate acts and obligations. Shares
of the Global Fund issued to the shareholders of the Fund in the Acquisition
will be fully paid and nonassessable when issued, transferable without
restrictions and will have no preemptive rights.
The foregoing is only a summary of certain characteristics of the
operations of the Global Fund and the Fund. The foregoing is not a complete
description of the documents cited. Shareholders should refer to the provisions
of the corporate documents and state laws governing each Fund for a more
thorough description.
ADDITIONAL INFORMATION
The Global Fund and the Fund are each subject to the informational
requirements of the 1934 Act and the 1940 Act and in accordance therewith file
reports and other information including proxy material, reports and charter
documents, with the SEC. These materials can be inspected and copies obtained at
the Public Reference Facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the New York Regional Office of the SEC at 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Branch, Office of Consumer Affairs
and Information Services, SEC, Washington, D.C. 20549 at prescribed rates. The
Prospectuses and the Statement of Additional Information for the Global Fund,
along with related information, may be found on the SEC website as well
(http://www.sec.gov).
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in connection with a
solicitation of proxies by the Board of Directors of the Fund to be used at the
Special Meeting of Shareholders of the Fund to be held at 3:00 p.m. on January
27, 2000, at the offices of the Fund, 466 Lexington Avenue, New York, New York
10017 and at any adjournment(s) thereof. This Prospectus/Proxy Statement, along
with a Notice of the Meeting and proxy card(s), is first being mailed to
shareholders of the Fund on or about December 3, 1999. Only shareholders of
record as of the close of business on the Record Date will be entitled to notice
of, and to vote at, the Special Meeting or any adjournment thereof. As of the
Record Date, the Fund had the following shares outstanding and entitled to vote:
[INSERT]. The holders of one-third of the shares of a Fund outstanding at the
close of business on the Record Date
24
<PAGE>
present in person or represented by proxy will constitute a quorum for the
Special Meeting of the Fund. For purposes of determining a quorum for
transacting business at the Special Meeting, abstentions and broker "non-votes"
(that is, proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote shares on a particular matter with respect to which the brokers or nominees
do not have discretionary power) will be treated as shares that are present but
which have not been voted. For this reason, abstentions and broker non-votes
will have the effect of a "no" vote for purposes of obtaining the requisite
approval of the Plan. If the enclosed proxy is properly executed and returned in
time to be voted at the Special Meeting, the proxies named therein will vote the
shares represented by the proxy in accordance with the instructions marked
thereon. Executed, but unmarked proxies (i.e., executed proxies in which there
is no indication of the shareholder's voting instructions) will be voted FOR
approval of the Plan and FOR approval of any other matters deemed appropriate. A
proxy may be revoked at any time on or before the Special Meeting by the
subsequent execution and submission of a revised proxy, by written notice to Hal
Liebes, Secretary of the Fund, 466 Lexington Avenue, New York, New York 10017 or
by voting in person at the Special Meeting.
Approval of the Plan will require the affirmative vote of a majority
of the Fund's outstanding shares, voting in the aggregate without regard to
class, in person or by proxy, if a quorum is present. Shareholders of the Fund
are entitled to one vote for each share.
Proxy solicitations will be made primarily by mail, but proxy
solicitations also may be made by telephone, facsimile or personal interviews
conducted by officers and employees of CSAM and its affiliates and/or by D. F.
King & Co., Inc. All expenses of the Acquisition, which are currently estimated
to be $[INSERT], including the costs of the proxy solicitation and the
preparation of enclosures to the Prospectus/Proxy Statement, reimbursement of
expenses of forwarding solicitation material to beneficial owners of shares of
the Fund and expenses incurred in connection with the preparation of this
Prospectus/Proxy Statement, will be borne by CSAM or its affiliates (excluding
extraordinary expenses not normally associated with transactions of this type).
It is anticipated that banks, brokerage houses and other institutions, nominees
and fiduciaries will be requested to forward proxy materials to beneficial
owners and to obtain authorization for the execution of proxies. CSAM or its
affiliates, may, upon request, reimburse banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in forwarding proxy
materials to beneficial owners.
In the event that a quorum necessary for the shareholders' meeting
is not present or sufficient votes to approve the Acquisition of the Fund are
not received prior to 3:00 p.m. on January 27, 2000, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies. In determining whether to adjourn the Special
Meeting, the following factors may be considered: the percentage of votes
actually cast, the percentage of negative votes actually cast, the nature of any
further solicitation and the information to be provided to shareholders with
respect to the reasons for the solicitation. Any such adjournment will require
an affirmative vote by the holders of a majority of the shares of the Fund
present in person or by proxy and entitled to vote at the Special Meeting.
25
<PAGE>
The persons named as proxies will vote upon a decision to adjourn the Special
Meeting after consideration of the best interests of all shareholders of the
Fund.
As of the Record Date, CSAM (or its affiliates) possessed or shared
voting power or investment power as a fiduciary on behalf of its customers, with
respect to the Fund as set forth above under "Information About the Acquisition
- -- Share Ownership of the Fund."
OTHER BUSINESS
The Fund's Board of Directors knows of no other business to be
brought before the Special Meeting. However, if any other matters come before
the Special Meeting, proxies that do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed Proxy Card(s).
The approval of shareholders of the Global Fund is not required in
order to affect the Acquisition and, accordingly, the votes of the shareholders
of the Global Fund are not being solicited by this Prospectus/Proxy Statement.
FINANCIAL STATEMENTS AND EXPERTS
The audited statement of net assets of each Fund, including the
schedule of portfolio investments, as of October 31, 1998, the related
statements of operations for the year and/or period then ended, the statement of
changes in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period (or such shorter
period as the relevant Fund, or share class, has been in existence) then ended,
have been incorporated by reference into this Prospectus/Proxy Statement in
reliance upon the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of such firm as experts in accounting and
auditing.
The unaudited financial information contained in each Fund's
semi-annual report for the period ended April 30, 1999 is also incorporated by
reference.
LEGAL MATTERS
Certain legal matters concerning the issuance of shares of the Global Fund
will be passed upon by Willkie Farr & Gallagher, 787 Seventh Avenue, New York,
New York 10019-6099, counsel to the Global Fund. In rendering such opinion,
Willkie Farr & Gallagher may rely on an opinion of Venable Baetjer and Howard,
L.L.P. as to certain matters under Maryland law.
26
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EXHIBIT A
FORM OF PLAN OF REORGANIZATION
A-1
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FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this ___ day of [INSERT], 1999, between and among Warburg, Pincus Global
Post-Venture Capital Fund, Inc., a Maryland corporation (the "Global Fund"), and
Warburg, Pincus Post-Venture Capital Fund, Inc., a Maryland corporation (the
"Fund" and, together with the Global Fund, the "Funds"), and, solely for
purposes of Section 9.2 hereof, Credit Suisse Asset Management, LLC, a limited
liability company organized under the laws of the State of Delaware ("CSAM").
This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization of
the Fund (collectively, the "Reorganization") will consist of the transfer of
substantially all of the assets of the Fund in exchange solely for shares of the
applicable class or classes of common stock (collectively, the "Shares") of the
Global Fund, and the assumption by the Global Fund of liabilities of the Fund,
and the distribution, on or after the Closing Date hereinafter referred to, of
Shares of the Global Fund ("Global Fund Shares") to the shareholders of the Fund
in liquidation of the Fund as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.
WHEREAS, the Board of Directors of the Fund has determined that the
exchange of all of the assets of the Fund for Global Fund Shares and the
assumption of the liabilities of the Fund by the Global Fund is in the best
interests of the Fund and that the interests of the existing shareholders of the
Fund would not be diluted as a result of this transaction; and
WHEREAS, the Board of Directors of the Global Fund has determined that the
exchange of all of the assets of the Fund for Global Fund Shares is in the best
interests of the Global Fund's shareholders and that the interests of the
existing shareholders of the Global Fund would not be diluted as a result of
this transaction.
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Transfer of Assets of the Fund in Exchange for Global Fund Shares and
Assumption of the Fund's Liabilities and Liquidation of the Fund
1.1. Subject to the terms and conditions herein set forth and on the basis of
the representations and warranties contained herein, the Fund agrees to transfer
its assets as set forth in paragraph 1.2 to the Global Fund, and the Global Fund
agrees in exchange therefor: (i) to deliver to the Fund the number of Global
Fund Shares, including fractional Global Fund Shares, of each class of the Fund
determined by dividing the value of the Fund's net assets attributable to each
such class of shares, computed in the manner and as of the time and date set
forth in paragraph 2.1, by the net asset value of one Global Fund Share of the
same class;
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and (ii) to assume the liabilities of the Fund, as set forth in paragraph 1.3.
Such transactions shall take place at the closing provided for in paragraph 3.1
(the "Closing").
1.2. (a) The assets of the Fund to be acquired by the Global Fund shall consist
of all property including, without limitation, all cash, securities and dividend
or interest receivables that are owned by or owed to the Fund and any deferred
or prepaid expenses shown as an asset on the books of the Fund on the closing
date provided in paragraph 3.1 (the "Closing Date").
(a)(b) The Fund has provided the Global Fund with a list of all its assets as of
the date of execution of this Agreement. The Fund reserves the right to sell any
of these securities but will not, without the prior approval of the Global Fund,
acquire any additional securities other than securities of the type in which the
Global Fund is permitted to invest. The Fund will, within a reasonable time
prior to the Closing Date, furnish the Global Fund with a list of the
securities, if any, on the Fund's list referred to in the first sentence of this
paragraph which do not conform to the Global Fund's investment objective,
policies and restrictions. In the event that the Fund holds any investments
which the Global Fund may not hold, the Fund will dispose of such securities
prior to the Closing Date. In addition, if it is determined that the portfolios
of the Fund and the Global Fund, when aggregated, would contain investments
exceeding certain percentage limitations imposed upon the Global Fund with
respect to such investments, the Fund, if requested by the Global Fund, will
dispose of and/or reinvest a sufficient amount of such investments as may be
necessary to avoid violating such limitations as of the Closing Date.
1.3. The Fund will endeavor to discharge all its known liabilities and
obligations prior to the Closing Date, other than those liabilities and
obligations which would otherwise be discharged at a later date in the ordinary
course of business. The Global Fund shall assume all liabilities, expenses,
costs, charges and reserves, including those liabilities reflected on an
unaudited statement of assets and liabilities of the Fund prepared by PFPC,
Inc., each Fund's accounting agent ("PFPC"), as of the Valuation Date (as
defined in paragraph 2.1), in accordance with generally accepted accounting
principles consistently applied from the prior audited period. The Global Fund
shall also assume any liabilities, expenses, costs or charges incurred by or on
behalf of the Fund specifically arising from or relating to the operations
and/or transactions of the Fund prior to and including the Closing Date but
which are not reflected on the above-mentioned statement of assets and
liabilities, including any liabilities, expenses, costs or charges arising under
paragraph 5.10 hereof.
1.4. As provided in paragraph 3.4, as soon on or after the Closing Date as is
conveniently practicable (the "Liquidation Date"), the Fund will liquidate and
distribute pro rata to the Fund's shareholders of record determined as of the
close of business on the Closing Date (the "Fund Shareholders") the Global Fund
Shares it receives pursuant to paragraph 1.1. Such liquidation and distribution
will be accomplished by the transfer of the Global Fund Shares then credited to
the account of the Fund on the books of the Global Fund to open accounts on the
share records of the Global Fund in the name of the Fund's shareholders
representing the respective pro rata number of the Global Fund Shares of the
particular class due such shareholders. All issued and outstanding shares of the
Fund will simultaneously be canceled
A-3
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on the books of the Fund, although share certificates representing interests in
the Fund will represent a number of Global Fund Shares after the Closing Date as
determined in accordance with Section 2.3. The Global Fund shall not issue
certificates representing the Global Fund Shares in connection with such
exchange.
1.5. Ownership of Global Fund Shares will be shown on the books of the Global
Fund's transfer agent. Shares of the Global Fund will be issued in the manner
described in the Global Fund's current prospectuses and statement of additional
information.
1.6. Any transfer taxes payable upon issuance of the Global Fund Shares in a
name other than the registered holder of the Fund Shares on the books of the
Fund as of that time shall, as a condition of such issuance and transfer, be
paid by the person to whom such Global Fund Shares are to be issued and
transferred.
1.7. Any reporting responsibility of the Fund is and shall remain the
responsibility of the Fund up to and including the applicable Closing Date and
such later dates on which the Fund is terminated.
2. Valuation
2.1. The value of the Fund's assets to be acquired hereunder shall be the value
of such assets computed as of the close of regular trading on The New York Stock
Exchange, Inc. (the "NYSE") on the Closing Date (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures set
forth in the Fund's then current prospectuses or statement of additional
information.
2.2. The number of Shares of each class of the Global Fund to be issued
(including fractional shares, if any) in exchange for the Fund's net assets
shall be determined by dividing the value of the net assets of the Fund
attributable to the respective classes of Shares determined using the same
valuation procedures referred to in paragraph 2.1 by the net asset value per
Share of such class of the Global Fund computed as of the close of regular
trading on the NYSE on the Closing Date, using the valuation procedures set
forth in the Global Fund's then current prospectuses or statement of additional
information.
2.3. All computations of value shall be made by PFPC Inc. in accordance with its
regular practice as pricing agent for the Fund and the Global Fund.
3. Closing and Closing Date
3.1. The Closing Date for the Reorganization shall be January 28, 2000, or such
other date as the parties to such Reorganization may agree to in writing. All
acts taking place at the Closing shall be deemed to take place simultaneously as
of the close of trading on the NYSE on the Closing Date unless otherwise
provided. The Closing shall be held as of 4:00 p.m., at
A-4
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the offices of Willkie Farr & Gallagher or at such other time and/or place as
the parties may agree.
3.2. The custodian for the Global Fund (the "Custodian") shall deliver at the
Closing a certificate of an authorized officer stating that: (a) the Fund's
portfolio securities, cash and any other assets have been delivered in proper
form to the Global Fund on the Closing Date and (b) all necessary taxes,
including all applicable federal and state stock transfer stamps, if any, have
been paid, or provision for payment has been made, in conjunction with the
delivery of portfolio securities.
3.3. In the event that on the Valuation Date (a) the NYSE or another primary
trading market for portfolio securities of the Global Fund or the Fund shall be
closed to trading or trading thereon shall be restricted or (b) trading or the
reporting of trading on the NYSE or elsewhere shall be disrupted so that
accurate appraisal of the value of the net assets of the Global Fund or the Fund
is impracticable, the applicable Closing Date shall be postponed until the first
business day after the day when trading shall have been fully resumed and
reporting shall have been restored.
3.4. The Fund shall deliver at the Closing a list of the names and addresses of
the Fund's shareholders and the number and class of outstanding Shares owned by
each such shareholder immediately prior to the Closing or provide evidence that
such information has been provided to the Global Fund's transfer agent. The
Global Fund shall issue and deliver a confirmation evidencing the Global Fund
Shares to be credited to the Fund's account on the Closing Date to the Secretary
of the Fund or provide evidence satisfactory to the Fund that such Global Fund
Shares have been credited to the Fund's account on the books of the Global Fund.
At the Closing, each party shall deliver to the relevant other parties such
bills of sale, checks, assignments, share certificates, if any, receipts or
other documents as such other party or its counsel may reasonably request.
4. Representations and Warranties
4.1. The Fund represents and warrants to the Global Fund as follows:
(a) The Fund is a Maryland corporation duly organized, validly
existing and in good standing under the laws of the State of Maryland;
(b) The Fund is a registered investment company classified as a
management company of the open-end type and its registration with the
Securities and Exchange Commission (the "Commission") as an investment
company under the Investment Company Act of 1940, as amended (the "1940
Act"), is in full force and effect;
(c) The Fund is not, and the execution, delivery and performance of
this Agreement will not result, in a violation of its Charter or By-Laws
or any material agreement, indenture, instrument, contract, lease or other
undertaking to which the Fund is a party or by which the Fund or its
property is bound or affected;
A-5
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(d) There are no contracts or other commitments (other than this
Agreement) of the Fund which will be terminated with liability to the Fund
prior to the Closing Date;
(e) Except as previously disclosed in writing to and accepted by the
Global Fund, no litigation or administrative proceeding or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against the Fund or any of its properties or assets
which, if adversely determined, would materially and adversely affect its
financial condition or the conduct of its business. The Fund knows of no
facts which might form the basis for the institution of such proceedings
and is not party to or subject to the provisions of any order, decree or
judgment of any court or governmental body which materially and adversely
affects its business or the business of the Fund or its ability to
consummate the transactions herein contemplated;
(f) The Statements of Assets and Liabilities, including the
Investment Portfolio, Operations, and Changes in Net Assets, and the
Financial Highlights of the Fund at and for each of the fiscal years ended
October 31 in the period beginning with commencement of the Fund and
ending October 31, 1999 have been audited by PricewaterhouseCoopers LLP,
independent accountants, and are in accordance with generally
accepted accounting principles consistently applied, and such statements
(copies of which have been furnished to the Global Fund) fairly reflect
the financial condition of the Fund as of such dates, and there are no
known contingent liabilities of the Fund as of such dates not disclosed
therein;
(g) Since October 31, 1999, there has not been any material adverse
change in the Fund's financial condition, assets, liabilities or business
other than changes occurring in the ordinary course of business, or any
incurrence by the Fund of indebtedness maturing more than one year from
the date that such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Global Fund. For the purposes of this
subparagraph (g), a decline in net asset value per share or the total
assets of the Fund in the ordinary course of business shall not constitute
a material adverse change;
(h) At the date hereof and the Closing Date, all federal and other
tax returns and reports, including extensions, of the Fund required by law
to have been filed by such dates shall have been filed, and all federal
and other taxes shall have been paid so far as due, or provision shall
have been made for the payment thereof and, to the best of the Fund's
knowledge, no such return is currently under audit and no assessment has
been asserted with respect to such returns;
(i) For each taxable year of its operation (including the taxable
year ending on the Closing Date), the Fund has met the requirements of
Subchapter M of the Code for qualification and treatment as a regulated
investment company; all of the Fund's issued and outstanding shares have
been offered and sold in compliance in all material respects with
applicable federal and state securities laws;
A-6
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(j) All issued and outstanding shares of each class of the Fund are,
and at the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable by the Fund. All of the issued and
outstanding shares of the Fund will, at the time of Closing, be held by
the persons and the amounts set forth in the records of the transfer agent
as provided in paragraph 3.4. The Fund does not have outstanding any
options, warrants or other rights to subscribe for or purchase any of the
Fund's shares, nor is there outstanding any security convertible into any
of the Fund's shares;
(k) At the Closing Date, the Fund will have good and marketable
title to its assets to be transferred to the Global Fund pursuant to
paragraph 1.2 and full right, power and authority to sell, assign,
transfer and deliver such assets hereunder and, upon delivery and payment
for such assets, the Global Fund will acquire good and marketable title
thereto, subject to no restrictions on the full transfer thereof, except
such restrictions as might arise under the Securities Act of 1933, as
amended (the "1933 Act"), and the 1940 Act with respect to privately
placed or otherwise restricted securities that the Fund may have acquired
in the ordinary course of business and which the Global Fund has received
notice and necessary documentation at or prior to the Closing;
(l) The execution, delivery and performance of this Agreement has
been duly authorized by all necessary actions on the part of the Fund's
Board of Directors, and subject to the approval of the Fund's
shareholders, this Agreement will constitute a valid and binding
obligation of the Fund, enforceable in accordance with its terms, subject
to the effect of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws relating to or affecting
creditors' rights and to general equity principles;
(m) The information to be furnished by the Fund for use in
applications for orders, registration statements or proxy materials or for
use in any other document filed or to be filed with any federal, state or
local regulatory authority (including the National Association of
Securities Dealers, Inc.), which may be necessary in connection with the
transactions contemplated hereby, shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations applicable thereto;
(n) The current prospectuses and statement of additional information
of the Fund conform in all material respects to the applicable
requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder and do not include any untrue
statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not materially
misleading; and
(o) Insofar as the following relate to the Fund, the registration
statement filed by the Global Fund on Form N-14 relating to Global Fund
Shares that will be registered with the Commission pursuant to this
Agreement, which, without limitation,
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shall include a proxy statement of the Fund (the "Proxy Statement') and be
accompanied by the prospectuses of the Global Fund, with respect to the
transactions contemplated by this Agreement, and any supplement or
amendment thereto, and the documents contained or incorporated therein by
reference (the "N-14 Registration Statement"), on the effective date of
the N-14 Registration Statement, at the time of any shareholders' meeting
referred to herein, on the Valuation Date and on the Closing Date: (i)
shall comply in all material respects with the provisions of the 1933 Act,
the Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act and
the rules and regulations under those Acts, and (ii) shall not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that the representations and warranties
in this section shall not apply to statements in or omissions from the
Proxy Statement and the N-14 Registration Statement made in reliance upon
and in conformity with information that was furnished or should have been
furnished by the Global Fund for use therein.
4.2. The Global Fund represents and warrants to the Fund as follows:
(a) The Global Fund is a Maryland corporation, duly organized,
validly existing and in good standing under the laws of the State of
Maryland;
(b) The Global Fund is a registered investment company classified as
a management company of the open-end type and its registration with the
Commission as an investment company under the 1940 Act is in full force
and effect;
(c) The current prospectuses and statement of additional information
filed as part of the Global Fund registration statement on Form N-1A (the
"Global Fund Registration Statement") conform in all material respects to
the applicable requirements of the 1933 Act and the 1940 Act and the rules
and regulations of the Commission under those Acts and do not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not materially
misleading;
(d) At the Closing Date, the Global Fund will have good and
marketable title to its assets;
(e) The Global Fund is not, and the execution, delivery and
performance of this Agreement will not result in, a violation of its
Charter or By-Laws or any material agreement, indenture, instrument,
contract, lease or other undertaking to which the Global Fund is a party
or by which the Global Fund or its property is bound;
(f) Except as previously disclosed in writing to and accepted by the
Fund, no litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or to its
knowledge threatened against the Global Fund or any of its properties or
assets which, if adversely determined, would
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materially and adversely affect its financial condition or the conduct of
its business. The Global Fund knows of no facts which might form the basis
for the institution of such proceedings and is not a party to or subject
to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its business or
its ability to consummate the transactions contemplated herein;
(g) Since October 31, 1999, there has not been any material adverse
change in the Global Fund's financial condition, assets, liabilities or
business other than changes occurring in the ordinary course of business,
or any incurrence by the Global Fund of indebtedness maturing more than
one year from the date such indebtedness was incurred except as otherwise
disclosed to and accepted in writing by the Fund. For purposes of this
subsection (g), a decline in net asset value per share of the Global Fund
due to declines in market values of securities in the Global Fund's
portfolio, the discharge of Global Fund liabilities, or the redemption of
Global Fund shares by Global Fund Shareholders shall not constitute a
material adverse change;
(h) At the Closing Date, all federal and other tax returns and
reports, including extensions, of the Global Fund required by law then to
be filed shall have been filed, and all federal and other taxes shown as
due on said returns and reports shall have been paid or provision shall
have been made for the payment thereof;
(i) For each taxable year of its operation (including the taxable
year ending on the Closing Date), the Global Fund has met the requirements
of Subchapter M of the Code for qualification as a regulated investment
company and has elected to be treated as such, has been eligible to and
has computed its federal income tax under Section 852 of the Code;
(j) At the date hereof, all issued and outstanding Global Fund
Shares are, and at the Closing Date will be, duly and validly issued and
outstanding, fully paid and non-assessable, with no personal liability
attaching to the ownership thereof. The Global Fund does not have
outstanding any options, warrants or other rights to subscribe for or
purchase any Global Fund Shares, nor is there outstanding any security
convertible into any Global Fund Shares;
(k) The execution, delivery and performance of this Agreement has
been duly authorized by all necessary actions on the part of the Global
Fund's Board of Directors, and this Agreement will constitute a valid and
binding obligation of the Global Fund enforceable in accordance with its
terms, subject to the effect of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws relating to or
affecting creditors' rights and to general equity principles;
(l) The Global Fund Shares to be issued and delivered to the Fund,
for the account of the Fund's shareholders, pursuant to the terms of this
Agreement, will at the Closing Date have been duly authorized and when so
issued and delivered, will be duly and validly issued Global Fund Shares,
and will be fully paid and non-assessable with no personal liability
attaching to the ownership thereof;
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(m) Insofar as the following relate to the Global Fund, the N-14
Registration Statement, on the effective date of the N-14 Registration
Statement, at the time of any shareholders' meeting referred to herein, on
the Valuation Date and on the Closing Date: (i) shall comply in all
material respects with the provisions of the 1933 Act, the 1934 Act and
the 1940 Act and the rules and regulations under those Acts, and (ii)
shall not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the
representations and warranties in this section shall not apply to
statements in or omissions from the Proxy Statement and the N-14
Registration Statement made in reliance upon and in conformity with
information that was furnished or should have been furnished by the Fund
for use therein; and
(n) The Global Fund agrees to use all reasonable efforts to obtain
the approvals and authorizations required by the 1933 Act, the 1940 Act
and such of the state Blue Sky or securities laws as it may deem
appropriate in order to continue its operations after the Closing Date.
5. Covenants of the Fund and the Global Fund
5.1. The Global Fund and the Fund will operate its business in the ordinary
course between the date hereof and the Closing Date. It is understood that such
ordinary course of business will include the declaration and payment of
customary dividends and distributions.
5.2. The Fund will call a meeting of its shareholders to consider and act upon
this Agreement and to take all other actions necessary to obtain approval of the
transactions contemplated herein.
5.3. The Fund covenants that the Global Fund Shares to be issued hereunder are
not being acquired for the purpose of making any distribution thereof other than
in accordance with the terms of this Agreement.
5.4. The Fund will assist the Global Fund in obtaining such information as the
Global Fund reasonably requests concerning the beneficial ownership of the
Fund's Shares.
5.5. Subject to the provisions of this Agreement, the Global Fund and the Fund
each will take, or cause to be taken, all action, and do or cause to be done,
all things reasonably necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement.
5.6. The Fund will provide the Global Fund with information reasonably necessary
for the preparation of a prospectus (the "Prospectus") which will include the
Proxy Statement referred to in paragraph 4.1(o), all to be included in the N-14
Registration Statement, in compliance with the 1933 Act, the 1934 Act and the
1940 Act in connection with the meeting of the Fund's shareholders to consider
approval of this Agreement and the transactions contemplated herein.
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5.7. The Fund will provide the Global Fund with information reasonably necessary
for the preparation of the Global Fund Registration Statement.
5.8. As promptly as practicable, but in any case within thirty days of the
Closing Date, the Fund shall furnish the Global Fund with a statement containing
information required for purposes of complying with Rule 24f-2 under the 1940
Act. A notice pursuant to Rule 24f-2 will be filed by the Global Fund offsetting
redemptions by the Fund during the fiscal year ending on or after the applicable
Closing Date against sales of Global Fund Shares and the Fund agrees that it
will not net redemptions during such period by the Fund against sales of its
shares.
5.9. The Global Fund agrees to indemnify and advance expenses to each person who
at the time of the execution of this Agreement serves as a Director or officer
("Indemnified Person") of the Fund, against money damages actually and
reasonably incurred by such Indemnified Person in connection with any claim that
is asserted against such Indemnified Person arising out of such person's service
as a Director or officer of the Fund with respect to matters specifically
relating to the Fund, provided that such indemnification and advancement of
expenses shall be permitted to the fullest extent that is available under the
Maryland General Corporation law and other applicable law. This paragraph 5.9
shall not protect any such Indemnified Person against any liability to the Fund,
the Global Fund or their shareholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or from reckless
disregard of the duties involved in the conduct of his office. An Indemnified
Person seeking indemnification shall be entitled to advances from the Global
Fund for payment of the reasonable expenses incurred by him in connection with
the matter as to which he is seeking indemnification in the manner and to the
fullest extent permissible under the Maryland General Corporation law and other
applicable law. Such Indemnified Person shall provide to the Global Fund a
written affirmation of his good faith belief that the standard of conduct
necessary for indemnification by the Global Fund has been met and a written
undertaking to repay any advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one of the following
additional conditions shall be met: (a) the Indemnified Person shall provide
security in form and amount acceptable to the Global Fund for its undertaking;
(b) the Global Fund is insured against losses arising by reason of the advance;
or (c) either a majority of a quorum of disinterested non-party Directors of the
Global Fund (collectively, the "Disinterested Directors"), or independent legal
counsel experienced in mutual fund matters, selected by the Indemnified Person,
in a written opinion, shall have determined, based on a review of facts readily
available to the Global Fund at the time the advance is proposed to be made,
that there is reason to believe that the Director will ultimately be found to be
entitled to indemnification.
5.10. The Global Fund agrees to take no action that would adversely affect the
qualification of the Reorganization as a reorganization under Section 368(a) of
the Code. In this regard, the Global Fund covenants that, following the
Reorganization, it (a) will (i) continue the historic business of the Fund or
(ii) use a significant portion of the Fund's historic business assets in a
business, and (b) will not sell or otherwise dispose of any of the assets of the
Fund, except for
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dispositions in the ordinary course of business or transfers to a corporation
(or other entity classified for federal income tax purposes as an association
taxable as a corporation) that is "controlled" by the Global Fund within the
meaning of Section 368(c) of the Code.
6. Conditions Precedent to Obligations of the Fund
The obligations of the Fund to consummate the transactions provided for herein
shall be subject, at its election, to the performance by the Global Fund of all
of the obligations to be performed by it hereunder on or before the Closing Date
and, in addition thereto, the following further conditions:
6.1. All representations and warranties of the Global Fund contained in this
Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the actions contemplated by this
Agreement, as of the Closing Date with the same force and effect as if made on
and as of the Closing Date;
6.2. The Global Fund shall have delivered to the Fund a certificate executed in
its name by its President or Vice President and its Secretary, Treasurer or
Assistant Treasurer, in a form reasonably satisfactory to the Fund and dated as
of the Closing Date, to the effect that the representations and warranties of
the Global Fund made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions contemplated by
this Agreement and as to such other matters as the Fund shall reasonably
request;
6.3. The Fund shall have received a written agreement from Credit Suisse Asset
Management, LLC, each Fund's investment adviser ("CSAM"), to maintain the net
expense ratio of a class of the Global Fund for the two-year period beginning on
the closing date of the Reorganization at a level no higher than the lower of
the corresponding class of the Fund or the Global Fund for the 30-day period
ended on such date. These expense ratios will be in effect except for increases
in expense ratios due to redemptions of shares outside of the ordinary course of
business; and
6.4. The Fund shall have received on the Closing Date a favorable opinion from
Willkie Farr & Gallagher, counsel to the Global Fund, dated as of the Closing
Date, in a form reasonably satisfactory to the Fund, covering the following
points:
That (a) the Global Fund is a validly existing corporation and in good
standing under the laws of the State of Maryland, has the corporate power
to own all of its properties and assets and to carry on its business as a
registered investment company; (b) the Agreement has been duly authorized,
executed and delivered by the Global Fund and, assuming due authorization,
execution and delivery of the Agreement by the other parties thereto, is a
valid and binding obligation of the Global Fund enforceable against the
Global Fund in accordance with its terms, subject to the effect of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and other laws relating to or affecting creditors' rights generally and to
general equity principles; (c) the Global Fund Shares to be issued to the
Fund's shareholders as provided by this Agreement are duly authorized and
upon such delivery will be validly issued and
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outstanding and are fully paid and nonassessable with no personal
liability attaching to ownership thereof, and no shareholder of the Global
Fund has any preemptive rights to subscription or purchase in respect
thereof; (d) the execution and delivery of this Agreement did not, and the
consummation of the transactions contemplated hereby will not, result in a
violation of the Global Fund's Charter or By-Laws or in a material
violation of any provision of any agreement (known to such counsel) to
which the Global Fund is a party or by which it or its property is bound
or, to the knowledge of such counsel, result in the acceleration of any
obligation or the imposition of any penalty, under any agreement,
judgment, or decree to which the Global Fund is a party or by which it or
its property is bound; (e) to the knowledge of such counsel, no consent,
approval, authorization or order of any court or governmental authority of
the United States or state of Maryland is required for the consummation by
the Global Fund of the actions contemplated herein, except such as have
been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such
as may be required under state securities laws; (f) only insofar as they
relate to the Global Fund, the descriptions in the Proxy Statement of
statutes, legal and governmental proceedings, investigations, orders,
decrees or judgments of any court or governmental body in the United
States and contracts and other documents, if any, are accurate and fairly
present the information required to be shown; (g) such counsel does not
know of any legal, administrative or governmental proceedings,
investigation, order, decree or judgment of any court or governmental
body, only insofar as they relate to the Global Fund or its assets or
properties, pending, threatened or otherwise existing on or before the
effective date of the N-14 Registration Statement or the Closing Date,
which are required to be described in the N-14 Registration Statement or
to be filed as exhibits to the N-14 Registration Statement which are not
described and filed as required; (h) the Global Fund is registered as an
investment company under the 1940 Act and its registration with the
Commission as an investment company under the 1940 Act is in full force
and effect; (i) the Proxy Statement and the Global Fund Registration
Statement (except as to financial and statistical data contained therein,
as to which no opinion need be given) comply as to form in all material
respects with the requirements of the 1933 Act, the 1934 Act and the 1940
Act and the rules and regulations thereunder; and (j) the Global Fund
Registration Statement is effective under the 1933 Act and the 1940 Act
and no stop-order suspending its effectiveness or order pursuant to
section 8(e) of the 1940 Act has been issued.
In addition, such counsel also shall state that they have participated in
conferences with officers and other representatives of the Global Fund at which
the contents of the Proxy Statement, the Global Fund Registration Statement and
related matters were discussed and, although they are not passing upon and do
not assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Proxy Statement and the Global Fund Registration
Statement (except to the extent indicated in paragraph (i) of their above
opinion), on the basis of the foregoing (relying as to materiality to a large
extent upon the opinions and certificates of officers and other representatives
of the Global Fund), they do not believe that the Proxy Statement and the Global
Fund Registration Statement as of their respective dates, as of the date of the
Fund shareholders' meeting, and as of the Closing Date,
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contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein regarding the Global Fund or necessary to
make the statements therein regarding the Global Fund, in the light of the
circumstances under which they were made, not misleading.
Such opinion may state that such counsel does not express any opinion or
belief as to the financial statements or other financial data, or as to the
information relating to the Fund, contained in the Proxy Statement, N-14
Registration Statement or Global Fund Registration Statement, and that such
opinion is solely for the benefit of the Fund, its Directors and its officers.
Such counsel may rely as to matters governed by the laws of the state of
Maryland on an opinion of Maryland counsel and/or certificates of officers or
directors of the Global Fund. Such opinion also shall include such other matters
incident to the transaction contemplated hereby, as the Fund may reasonably
request.
In this paragraph 6.4, references to the Proxy Statement include and
relate only to the text of such Proxy Statement and not, except as specifically
stated above, to any exhibits or attachments thereto or to any documents
incorporated by reference therein.
7. Conditions Precedent to Obligations of the Global Fund
The obligations of the Global Fund to complete the transactions provided
for herein shall be subject, at its election, to the performance by the Fund of
all the obligations to be performed by it hereunder on or before the Closing
Date and, in addition thereto, the following conditions:
7.1. All representations and warranties of the Fund contained in this Agreement
shall be true and correct in all material respects as of the date hereof and,
except as they may be affected by the transactions contemplated by this
Agreement, as of the Closing Date with the same force and effect as if made on
and as of the Closing Date;
7.2. The Fund shall have delivered to the Global Fund a statement of the Fund's
assets and liabilities as of the Closing Date, certified by the Treasurer or
Assistant Treasurer of the Fund;
7.3. The Fund shall have delivered to the Global Fund on the Closing Date a
certificate executed in its name by its President or Vice President and its
Treasurer or Assistant Treasurer, in form and substance satisfactory to the
Global Fund and dated as of the Closing Date, to the effect that the
representations and warranties of the Fund made in this Agreement are true and
correct at and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement, and as to such other matters as the
Global Fund shall reasonably request; and
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7.4. The Global Fund shall have received on the Closing Date a favorable opinion
of Willkie Farr & Gallagher, counsel to the Fund, in a form satisfactory to the
Secretary of the Global Fund, covering the following points:
That (a) the Fund is a validly existing corporation and in good standing
under the laws of the State of Maryland and has the statutory power to own
all of its properties and assets and to carry on its business as a
registered investment company; (b) the Agreement has been duly authorized,
executed and delivered by the Fund and, assuming due authorization,
execution and delivery of the Agreement by the other parties hereto, is a
valid and binding obligation of the Fund enforceable against the Fund in
accordance with its terms, subject to the effect of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
laws relating to or affecting creditors' rights generally and to general
equity principles; (c) the execution and delivery of the Agreement did
not, and the consummation of the transactions contemplated hereby will
not, result in a violation of the Fund's Charter or By-Laws or a material
violation of any provision of any agreement (known to such counsel) to
which the Fund is a party or by which it or its properties are bound or,
to the knowledge of such counsel, result in the acceleration of any
obligation or the imposition of any penalty, under any agreement, judgment
or decree to which the Fund is a party or by which it or its properties
are bound, (d) to the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority of the
United States or state of Maryland is required for the consummation by the
Fund of the transactions contemplated herein, except such as have been
obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as
may be required under state securities laws; (e) the Proxy Statement
(except as to financial and statistical data contained therein, as to
which no opinion need be given) comply as to form in all material respects
with the requirements of the 1934 Act and the 1940 Act and the rules and
regulations thereunder; (f) such counsel does not know of any legal,
administrative or governmental proceedings, investigation, order, decree
or judgment of any court or governmental body, only insofar as they relate
to the Fund or its assets or properties, pending, threatened or otherwise
existing on or before the effective date of the N-14 Registration
Statement or the Closing Date, which are required to be described in the
N-14 Registration Statement or to be filed as exhibits to the N-14
Registration Statement which are not described and filed as required or
which materially and adversely affect the Fund's business; and (g) the
Fund is registered as an investment company under the 1940 Act and its
registration with the Commission as an investment company under the 1940
Act is in full force and effect.
Such counsel also shall state that they have participated in conferences
with officers and other representatives of the Fund at which the contents of the
Proxy Statement and related matters were discussed and, although they are not
passing upon and do not assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the Proxy Statement (except to the
extent indicated in paragraph (e) of their above opinion), on the basis of the
foregoing (relying as to materiality to a large extent upon the opinions and
certificates of officers and other representatives of the Fund), they do not
believe that the
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Proxy Statement as of its date, as of the date of the Fund's shareholder
meeting, and as of the Closing Date, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein regarding
the Fund or necessary in the light of the circumstances under which they were
made, to make the statements therein regarding the Fund not misleading.
Such opinion may state that such counsel does not express any opinion or
belief as to the financial statements or other financial data, or as to the
information relating to the Global Fund, contained in the Proxy Statement or
N-14 Registration Statement, and that such opinion is solely for the benefit of
the Global Fund and its directors and officers. Such opinion also shall include
such other matters incident to the transaction contemplated hereby as the Global
Fund may reasonably request.
In this paragraph 7.4, references to the Proxy Statement include and
relate only to the text of such Proxy Statement and not to any exhibits or
attachments thereto or to any documents incorporated by reference therein.
7.5. The Global Fund shall have received from PricewaterhouseCoopers LLP a
letter addressed to the Global Fund dated as of the effective date of the N-14
Registration Statement in form and substance satisfactory to the Global Fund, to
the effect that:
(a) they are independent public accountants with respect to the Fund
within the meaning of the 1933 Act and the applicable regulations
thereunder;
(b) in their opinion, the financial statements and financial
highlights of the Fund included or incorporated by reference in the N-14
Registration Statement and reported on by them comply as to form in all
material aspects with the applicable accounting requirements of the 1933
Act and the rules and regulations thereunder; and
(c) on the basis of limited procedures agreed upon by the Global
Fund and the Fund and described in such letter (but not an examination in
accordance with generally accepted auditing standards), specified
information relating to the Fund appearing in the N-14 Registration
Statement and the Proxy Statement has been obtained from the accounting
records of such Fund or from schedules prepared by officers of the Fund
having responsibility for financial and reporting matters and such
information is in agreement with such records, schedules or computations
made therefrom.
7.6. The Fund shall have delivered to the Global Fund, pursuant to paragraph
4.1(f), copies of financial statements of the Fund as of and for the fiscal year
ended October 31, 1999.
7.7. The Global Fund shall have received from PricewaterhouseCoopers LLP a
letter addressed to the Global Fund and dated as of the Closing Date stating
that, as of a date no more than three (3) business days prior to the Closing
Date, PricewaterhouseCoopers LLP performed limited procedures and that on the
basis of those procedures it confirmed the matters set forth in paragraph 7.5.
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7.8. The Board of Directors of the Fund, including a majority of the directors
who are not "interested persons" of the Fund (as defined by the 1940 Act), shall
have determined that this Agreement and the transactions contemplated hereby are
in the best interests of the Fund and that the interests of the shareholders in
the Fund would not be diluted as a result of such transactions, and the Fund
shall have delivered to the Global Fund at the Closing, a certificate, executed
by an officer, to the effect that the condition described in this subparagraph
has been satisfied.
8. Further Conditions Precedent to Obligations of the Global Fund and the Fund
If any of the conditions set forth below do not exist on or before the Closing
Date with respect to the Global Fund, the Fund shall, and if any of such
conditions do not exist on or before the Closing Date with respect to the Fund,
the Global Fund shall, at their respective option, not be required to consummate
the transactions contemplated by this Agreement.
8.1. The Agreement and the transactions contemplated herein shall have been
approved by the requisite vote of the holders of the outstanding Shares of the
Fund in accordance with the provisions of the Fund's Charter and applicable law
and certified copies of the votes evidencing such approval shall have been
delivered to the Global Fund.
8.2. On the Closing Date no action, suit or other proceeding shall be pending
before any court or governmental agency in which it is sought to restrain or
prohibit, or obtain damages or other relief in connection with, this Agreement
or the transactions contemplated herein.
8.3. All consents of other parties and all other consents, orders and permits of
federal, state and local regulatory authorities (including those of the
Commission and of state blue sky and securities authorities, including
"no-action" positions of and exemptive orders from such federal and state
authorities) deemed necessary by the Global Fund or the Fund to permit
consummation, in all material respects, of the transactions contemplated hereby
shall have been obtained, except where failure to obtain any such consent, order
or permit would not involve a risk of a material adverse effect on the assets or
properties of the Global Fund or the Fund, provided that either party hereto may
for itself waive any of such conditions.
8.4. The N-14 Registration Statement and the Global Fund Registration Statement
shall each have become or be effective under the 1933 Act and no stop orders
suspending the effectiveness thereof shall have been issued and, to the best
knowledge of the parties hereto, no investigation or proceeding for that purpose
shall have been instituted or be pending, threatened or contemplated under the
1933 Act.
8.5. The parties shall have received a favorable opinion of Willkie Farr &
Gallagher, addressed to, and in form and substance satisfactory to, the Fund and
the Global Fund, substantially to the effect that for federal income tax
purposes:
(a) The transfer of all or substantially all of the Fund's assets in
exchange for the Global Fund Shares and the assumption by the Global Fund
of liabilities of the
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Fund, and the distribution of such Global Fund Shares to shareholders of
the Fund in exchange for their shares of the Fund, will constitute a
"reorganization" within the meaning of Section 368(a) of the Code, and the
Global Fund and the Fund will each be a "party to a reorganization" within
the meaning of Section 368(b) of the Code;
(b) no gain or loss will be recognized by the Global Fund on the
receipt of the assets of the Fund solely in exchange for the Global Fund
Shares and the assumption by the Global Fund of liabilities of the Fund;
(c) no gain or loss will be recognized by the Fund upon the transfer
of the Fund's assets to the Global Fund in exchange for the Global Fund
Shares and the assumption by the Global Fund of liabilities of the Fund or
upon the distribution of the Global Fund Shares to the Fund's shareholders
in exchange for their shares of the Fund;
(d) no gain or loss will be recognized by shareholders of the Fund
upon the exchange of their Fund shares for the Global Fund Shares or upon
the assumption by the Global Fund of liabilities of the Fund;
(e) the aggregate tax basis for the Global Fund Shares received by
each of the Fund's shareholders pursuant to the Reorganization will be the
same as the aggregate tax basis of the Fund Shares held by such
shareholder immediately prior to the Reorganization, and the holding
period of the Global Fund Shares to be received by each Fund shareholder
will include the period during which the Fund Shares exchanged therefor
were held by such shareholder (provided that the Fund Shares were held as
capital assets on the date of the Reorganization); and
(f) the tax basis of the Fund's assets acquired by the Global Fund
will be the same as the tax basis of such assets to the Fund immediately
prior to the Reorganization, and the holding period of the assets of the
Fund in the hands of the Global Fund will include the period during which
those assets were held by the Fund.
Notwithstanding anything herein to the contrary, neither the Global Fund nor the
Fund may waive the conditions set forth in this paragraph 8.5.
9. Brokerage Fees and Expenses; Other Agreements
9.1. The Global Fund represents and warrants to the Fund, and the Fund
represents and warrants to the Global Fund, that there are no brokers or finders
or other entities to receive any payments in connection with the transactions
provided for herein.
9.2. CSAM or its affiliates agrees to bear the reasonable expenses incurred in
connection with the transactions contemplated by this Agreement, whether or not
consummated (excluding extraordinary expenses such as litigation expenses,
damages and other expenses not normally associated with transactions of the type
contemplated by this Agreement). These expenses consist of: (i) expenses
associated with preparing this Agreement, the N-14 Registration Statement and
expenses of the shareholder meetings; (ii) preparing and filing the N-14
Registration Statement covering the Global Fund Shares to be issued in the
Reorganization; (iii) registration or qualification fees and expenses of
preparing and filing such forms, if any, necessary under applicable state
securities laws to qualify the Global Fund Shares to be issued in connection
with the Reorganization; (iv) postage; printing; accounting fees; and legal fees
incurred by the Global Fund and by the Fund in connection with the transactions
contemplated by this Agreement; (v) solicitation costs incurred in connection
with the shareholders meeting
A-18
<PAGE>
referred to in clause (i) above and paragraph 5.2 hereof and (vi) any other
reasonable Reorganization expenses.
9.3. Any other provision of this Agreement to the contrary notwithstanding, any
liability of either Fund under this Agreement, or in connection with the
transactions contemplated herein with respect to such Fund, shall be discharged
only out of the assets of such Fund.
10. Entire Agreement; Survival of Warranties
10.1. The Global Fund and the Fund agree that neither party has made any
representation, warranty or covenant not set forth herein and that this
Agreement constitutes the entire agreement among the parties.
10.2. The representations, warranties and covenants contained in this Agreement
or in any document delivered pursuant hereto or in connection herewith shall
survive the consummation of the transactions contemplated hereunder.
11. Termination
11.1. This Agreement may be terminated at any time at or prior to the Closing
Date by: (1) mutual agreement of the Fund and the Global Fund; (2) the Fund in
the event the Global Fund shall, or the Global Fund, in the event the Fund
shall, materially breach any representation, warranty or agreement contained
herein to be performed at or prior to the Closing Date; or (3) the Fund or the
Global Fund in the event a condition herein expressed to be precedent to the
obligations of the terminating party or parties has not been met and it
reasonably appears that it will not or cannot be met within a reasonable time.
11.2. In the event of any such termination, there shall be no liability for
damages on the part of either the Global Fund or the Fund, or their respective
Directors or officers, to the other party or parties.
12. Amendments
This Agreement may be amended, modified or supplemented in writing in such
manner as may be mutually agreed upon by the authorized officers of the Fund and
the Global Fund; provided, however, that following the meeting of the Fund's
shareholders called by the Fund pursuant to paragraph 5.2 of this Agreement no
such amendment may have the effect of changing the provisions for determining
the number of the Global Fund Shares to be issued to the Fund's Shareholders
under this Agreement to the detriment of such shareholders without their further
approval.
A-19
<PAGE>
13. Notices
13.1. Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to the Fund at:
466 Lexington Avenue
New York, NY 10017
Attention: Hal Liebes, Esq.
with a copy to:
Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
or to the Global Fund at:
466 Lexington Avenue
New York, NY 10017
Attention: Hal Liebes, Esq.
with a copy to:
Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
14. Headings; Counterparts; Governing Law; Assignment; Limitation of Liability
14.1. The article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14.2. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
14.3. This Agreement shall be governed by and construed in accordance with the
laws of the State of Maryland.
14.4. This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
hereof or of any rights or obligations hereunder shall be made by any party
without the written consent of the other party. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
[Signature page follows]
A-20
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its Chairman of the Board, President or Vice President and
attested to by its Secretary or Assistant Secretary.
WARBURG, PINCUS GLOBAL POST-VENTURE CAPITAL FUND, INC.
By:________________________________
Name:
Title:
Attestation By:________________________________
Name:
Title:
WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
By:________________________________
Name:
Title:
Attestation By:________________________________
Name:
Title:
Solely with respect to paragraph 9.2:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:________________________________
Name:
Title:
Attestation By:________________________________
Name:
Title:
A-21
<PAGE>
PROSPECTUSES OF THE GLOBAL FUND ARE INCORPORATED BY REFERENCE
TO ITS N-1A REGISTRATION STATEMENT (INVESTMENT
COMPANY ACT FILE NO. 811-07715)
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 4, 1999
STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 3, 1999
Acquisition of the Assets of
WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
466 Lexington Avenue
New York, New York 10017
800-WARBURG
By and in Exchange for Shares of
WARBURG, PINCUS GLOBAL POST-VENTURE CAPITAL FUND, INC.
466 Lexington Avenue
New York, New York 10017
800-WARBURG
This Statement of Additional Information, relating specifically to
the proposed acquisition of all or substantially all of the assets of Warburg,
Pincus Post-Venture Capital Fund, Inc. (the "Fund") by Warburg, Pincus Global
Post-Venture Capital Fund, Inc. (the "Global Fund") in exchange for shares of
the Global Fund and the assumption by the Global Fund of liabilities of the
Fund, consists of this cover page and the following described documents, each of
which accompanies this Statement of Additional Information and is incorporated
herein by reference.
1. Statement of Additional Information for the Global Fund, dated
[February 22, 1999, as revised July 6, 1999].
2. Annual Reports of each Fund for the fiscal year ended October 31,
1998.
3. Semiannual Reports of each Fund for the six-month period ended
April 30, 1999.
This Statement of Additional Information is not a prospectus. A
Prospectus/Proxy Statement, dated December 3, 1999, relating to the
above-referenced matter may be obtained without charge by calling or writing the
Global Fund at the telephone number or address set forth above. This Statement
of Additional Information should be read in conjunction with the
Prospectus/Proxy Statement.
<PAGE>
FINANCIAL STATEMENTS
The Annual Report of the Fund and the Annual Report of the Global Fund,
each for the year ended October 31, 1998 and each including audited financial
statements, notes to the financial statements and report of the independent
auditors, are incorporated by reference herein. To obtain a copy of the Annual
Reports without charge, please call 800-WARBURG.
PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
The following tables set forth the unaudited pro forma condensed Statement
of Assets and Liabilities as of September 30, 1999, and the unaudited pro forma
condensed Statement of Operations for the eleven month period ended September
30, 1999 for the Fund and the Global Fund as adjusted giving effect to the
Reorganization.
PRO FORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
AS OF SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
Global Fund Fund Adjustments
------------------------- -------------------------- -------------------
Cost Value Cost Value
---- ----- ---- -----
<S> <C> <C> <C> <C> <C>
ASSETS
Investments at value 7,055,057 8,304,596 39,506,561 54,485,158
Receivable for fund shares sold -- 15,000 -- 19,886
Cash -- 90,557 -- 1
Dividends, interest, and reclaims receivable 8,663 8,795 -- 24,116
Receivable from adviser -- -- -- -- 36,938(a)
Prepaid organizational cost -- 1,644 -- 36,938 (36,938)(a)
Other assets -- 192 -- 2,172 (2,172)(a)
---------------- ----------------
Total Assets 8,420,784 54,568,271
---------------- ----------------
LIABILITIES
Payable for investments purchased unsettled 196,542 197,457 -- --
Capital Gain Distribution payable -- -- -- 13,593,021
Advisory fee payable -- 3,816 -- 36,660
Distribution fee payable -- 1,624 -- 11,080
Administration fee payable -- -- -- 1,643
Sub-administration fee payable -- 654 -- 4,641
Accrued expenses payable -- 30,446 -- 34,835
---------------- ----------------
Total Liabilities 233,996 88,858
---------------- ----------------
NET ASSETS 8,186,788 54,479,413
================ ================
<CAPTION>
Global Fund Pro Forma
-----------------------------
Cost Value
---- -----
<S> <C> <C>
ASSETS
Investments at value 46,561,618 62,789,754
Receivable for fund shares sold -- 34,886
Cash -- 90,558
Dividends, interest, and reclaims receivable 8,663 32,911
Receivable from adviser -- 36,938
Prepaid organizational cost -- 1,644
Other assets -- 192
-------------------
Total Assets 62,986,883
-------------------
LIABILITIES
Payable for investments purchased unsettled 196,542 197,457
Capital Gain Distribution payable -- 13,593,021
Advisory fee payable -- 40,475
Distribution fee payable -- 12,704
Administration fee payable -- 1,643
Sub-administration fee payable -- 5,295
Accrued expenses payable -- 65,268
-------------------
Total Liabilities 13,915,877
-------------------
NET ASSETS 49,071,006
===================
<CAPTION>
Global Fund
Global Fund Fund Adjustments Pro Forma
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET ASSETS
Capital stock, $0.001 par value 439 2,678 3,116
Paid-in capital 5,229,760 25,905,068 31,134,828
Undistributed NI (34,573) (824,362) 822,190 (36,745)
Accumulated net realized loss from investments
and foreign currency related transactions 1,742,404 14,417,383 (14,417,383) 1,742,404
Net realized appreciation on investments
and other, if any 1,248,757 14,978,646 16,227,403
----------- ----------- ----------- ----------
Net Assets $8,186,787 $54,479,413 49,071,006
=========== =========== =========== ==========
<CAPTION>
Global Fund (Value) Fund (Value) Adjustments
------------------------- -------------------------- -------------------
<S> <C> <C> <C>
Common Class
Net Assets 8,134,832 51,970,557 13,039,636
Shares outstanding 436,174 2,553,239 (465,780)
Net assets value, offering price and redemption
price per share 18.65 20.35
Advisor Class
Net Assets 51,955 2,508,856 (555,558)
Shares outstanding 2,808 125,206 (19,622)
Net assets value, offering price and redemption
price per share 18.50 20.04
<CAPTION>
Global Fund Pro Forma (Value)
-----------------------------
<S> <C>
Common Class
Net Assets 47,065,753
Shares outstanding 2,523,633
Net assets value, offering price and redemption
price per share 18.65
Advisor Class
Net Assets 2,005,253
Shares outstanding 108,392
Net assets value, offering price and redemption
price per share 18.50
</TABLE>
- ----------
<PAGE>
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE ELEVEN MONTH PERIOD ENDED SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
Global
Global Fund
Fund Fund Adjustments Pro Forma
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investment Income
Dividends 48,612 50,067 -- 98,679
Interest 9,304 114,976 -- 124,280
Partnership 0 (19,350) -- (19,350)
Foreign Taxes (2,703) 0 -- (2,703)
----------- ----------- ----------- -----------
Total Investment Income 55,213 145,693 -- 200,906
----------- ----------- ----------- -----------
Expenses
Investment advisory services 59,113 731,856 -- 790,969
12b-1 11,792 142,727 -- 154,519
Transfer agent 1,746 93,049 -- 94,795
Custodian 26,109 17,076 51,897 (c) 95,082
Administrative and accounting fees 11,395 61,975 11,730 (d) 85,100
Administrative services fees 4,729 58,548 -- 63,277
Blue sky 25,688 38,257 (31,862)(a) 32,083
Amortization of organization costs 1,086 24,372 (24,372)(b) 1,086
Legal 10,870 17,675 (10,870)(e) 17,675
Directors fees 11,690 11,298 (11,298)(f) 11,690
Audit 7,794 11,357 (9,984)(e) 9,167
Printing 8,030 15,167 (8,030)(e) 15,167
Insurance expense 513 2,446 -- 2,959
Miscellaneous 2,999 7,884 (3,158)(e) 7,725
Shareholder servicing fees 59 7,289 -- 7,348
----------- ---------------------------- -----------
183,613 1,240,976 (35,947) 1,388,642
Less: Expenses waived and reimbursed by CSAM/Warburg (99,879) (252,306) 35,947 (316,238)
Less: Expenses waived by PFPC (5,675) (18,976) -- (24,651)
----------- ---------------------------- -----------
Total Expenses 78,059 969,694 -- 1,047,753
----------- ---------------------------- -----------
Net Investment Income/(Loss) (22,846) (824,001) -- 46,847
----------- ---------------------------- -----------
Net Realized and Unrealized Gain/(Loss) from Investments:
Net realized gain/(loss) from security transactions 1,742,948 14,514,832 -- 16,257,780
Net realized foreign exchange gain/(loss) (11,726) (362) -- (12,088)
Net change in unrealized appreciation/(depreciation) from
investments and foreign currency related items 994,457 3,037,414 -- 4,031,871
----------- ---------------------------- -----------
Net realized and unrealized gain/(loss) from
investments and foreign currency related items 2,725,679 17,551,884 -- 20,277,563
----------- ---------------------------- -----------
Net increase/(decrease) in net assets resulting
from operations 2,702,833 16,727,883 -- 19,430,716
=========== ============================ ===========
</TABLE>
- ----------
<PAGE>
Warburg Pincus Global Post Venture Capital Fund
Warburg Pincus Post Venture Capital Fund
Notes to Pro Forma Financial Statements (unaudited)
September 30, 1999
1. Basis of Combination
The unaudited Pro Forma Combined Portfolio of Investments, Pro Forma
Combined Statement of Assets and Liabilities and Pro Forma Combined Statement of
Operations give effect to the proposed merger of the Fund into the Global Fund.
The proposed merger will be accounted for by the method of accounting for
tax-free mergers of investment companies (sometimes referred to as the
pooling-of-interest basis). The merger provides for the transfer of all or
substantially all of the assets of the Fund to the Global Fund in exchange for
Global Fund Common Class and Advisor Class shares, the distribution of such
Global Fund Common Class shares to Common Class shareholders of the Fund and
such Global Fund Advisor Class shares to Advisor Class shareholders of the Fund,
and the subsequent liquidation of the Fund.
The pro forma combined statements should be read in conjunction with the
historical financial statements of the constituent fund and the notes thereto
incorporated by reference in the in the Registration Statement filed on Form
N-14.
The Global Fund and the Fund are both, open-end, management investment
companies registered under the Investment Company Act of 1940, as amended.
Pro Forma Adjustments:
The Pro Forma adjustments below reflect the impact of the merger between
the Fund and the Global Fund.
(a) to remove the Fund's Organizational and/or Blue sky fees
(b) to remove the Global's Fund's minimum transfer agency fees. Combined fund
meet minimum fees.
(c) to record additional custody charges for the Fund for moving from a domestic
fund to a global fund.
(d) to record Administration and accounting fees increase of .02.
(e) to remove and combine the Fund's legal, auditing and certain accounting fees
with Global Fund.
(f) to remove and combine the Fund's Directors with Global Fund.
<PAGE>
Warburg Pincus Global Post Venture Capital Fund
Warburg Pincus Post Venture Capital Fund
Notes to Pro Forma Financial Statements (unaudited)
September 30, 1999
2. Summary of Significant Accounting Policies
Following is a summary of significant accounting policies which are
consistently followed by each Fund in the preparation of its financial
statements. The policies are in conformity with generally accepted accounting
principles. Preparation of the financial statements includes the use of
management estimates. Actual results could differ from those estimates.
Security Valuation - Securities traded on a U.S. or foreign stock
exchange, or The Nasdaq Stock Market Inc. ("Nasdaq") system, are valued at the
last quoted sale price reported as of the close of regular trading on the
exchange the security is traded most extensively. If there is no such sale, the
security is valued at the calculated mean between the last bid and asked price
on the exchange. Securities not traded on an exchange or Nasdaq, but traded in
another over-the-counter market are valued at the average between the current
bid and asked price in such markets. Short-term obligations and commercial paper
are valued at amortized cost, which approximates market. Debt securities (other
than short-term obligations and commercial paper) are valued on the basis of
valuations furnished by a pricing service authorized by the Board of Directors
(the "Board"), which determines valuations based upon market transactions for
normal, institutional-size trading units of such securities. All other
securities are valued at their fair value as determined in good faith by the
Valuation Committee of the Board.
Security Transactions and Investment Income - Security transactions are
accounted for on the trade date. Dividend income is recorded on the ex-dividend
date, and interest income is accrued on a daily basis. Corporate actions,
including dividends, on foreign securities are recorded on the ex-dividend date.
If such information is not available on the ex-dividend date, corporate actions
are recorded as soon as reliable information is available from the Fund's
sources. Realized gains and losses from security transactions are calculated on
an identified cost basis.
Federal Income Taxes - Each Fund intends to qualify for tax treatment
applicable to regulated investment companies under the Internal Revenue Code of
1986, as amended (the "Code"), and distribute all of its taxable income to its
shareholders. Therefore, no provision has been recorded for Federal income or
excise taxes.
Distributions to Shareholders - Distributions from net investment income
and net realized capital gains, if any, are declared in December.
<PAGE>
SCHEDULE OF INVESTMENTS
Portfolio of Investments at September 30, 1999 (Unaudited)
<TABLE>
<CAPTION>
Global Post-Venture
- -----------------------------------------------------------------------------------
Security Name Shares Market Value
- ------------- ------ ------------
<S> <C> <C>
Amazon.com, Inc. + 800 63,800
America Online, Inc. + 500 52,000
Ben & Jerry's Homemade, Inc. Class A + 900 15,469
CIENA Corp. (Communications Equipment) 1,800 65,700
Cisco Systems, Inc. + 1,550 106,272
Citrix Systems, Inc. + 1,000 61,937
Concord Communications, Inc. 1,100 43,725
Gilat Satellite Networks + 1,000 53,625
JDS Uniphase Corp. 1,100 125,194
Lason Holdings, Inc. + 700 31,172
Maxim Integrated Products, Inc. + 600 37,856
MCI Worldcom, Inc. + 600 43,125
On Assignment, Inc. + 1,100 26,400
Outdoor Systems, Inc. + 2,062 73,716
Pinnacle Holdings, Inc. + 2,100 54,863
Premier Parks, Inc. + 1,800 52,200
QRS Corp. + 1,350 86,569
RBB Select Sweep 400,238 400,238
Saatchi & Saatchi PLC ADR 2,600 44,525
Salon.Com, Inc. + 3,200 15,800
Shaw Communications, Inc. Class B + 2,400 66,150
Staples, Inc. + 2,800 61,075
Verisign, Inc + 800 85,200
Vitesse Semiconductor Corp. + 900 76,838
Westwood One, Inc. 1,800 81,225
Women First Healthcare, Inc. + 3,900 27,544
Yahoo!, Inc. + 400 71,850
3i Group PLC 2,583 32,415
Alterra Healthcare Corp. 900 7,988
Amada Sonoike Co. Ltd. 9,000 22,401
Amada Wasino Co., Ltd. 19,000 22,664
Amdocs Ltd. + 1,560 32,760
Antenna TV SA 4,300 39,775
ANZoil NL + 350,400 33,159
Assante Corp. + 15,100 69,361
Atos SA 1,000 128,224
Audiocodes, Ltd. + 2,350 88,419
Backweb Technologies Ltd. + 4,300 73,100
Biora AB ADR + 10,200 105,825
Chapters Online, Inc. + 6,300 63,665
Corus Entertainment, Inc. 800 12,930
Cue Energy Resources NL + 197,400 9,018
Datapulse Technology, Ltd. 85,000 51,486
Diagonal PLC 21,700 109,000
Dinamia Capital Privado. Sociedad de Capital
Riesgo, S.A. + 15,000 161,345
Electronics Boutique PLC 100,600 154,081
EMAP PLC 3,720 50,360
Envoy Communications Group, Inc. + 6,700 30,092
Esat Telecom Group PLC ADR 3,300 131,175
Euro Currency 49,479 52,695
Fantastic Corp. + 1,500 82,270
Framtidsfabriken AB + 3,200 110,859
GFK AG + 7,500 188,902
GFT Ges Fuer Technologiecon + 1,200 61,215
Gretag Imaging Group + 425 47,865
Grupo Iusacell SA ADR Series V + 12,800 133,000
Hankuk Electric Glass Co., Ltd. + 1,100 58,777
Holmes Place PLC 19,233 97,558
Icon Medialab International AB 1,200 67,335
Institutional Money Market Trust 97,000 97,000
Itnet PLC + 8,300 65,954
Ixos Software AG + 6,300 201,600
Kungsleden AB + 10,500 81,974
Laurent-Perrier Group 1,700 61,556
Libertel NV (NLG) 5,400 97,478
Locazione Attrezzature SPA 97,200 97,927
Marbert AG 4,191 75,877
Meta4 NV + 1,300 17,998
Navision Software AS + 800 25,673
Nemic-Lambda K.K. 2,600 97,927
Network Appliance, Inc. + 1,400 100,275
Orbotech, Ltd. + 260 16,088
Ordina NV 3,760 86,093
P & I Personal & Informatik AG + 2,700 25,735
Pacific Internet, Ltd. (Singapore) 1,300 41,600
Pinkroccade NV + 1,100 31,630
PowderJect Pharmaceuticals PLC 10,000 122,529
Prima Inmobiliaria SA + 17,800 162,459
Research IN Motion, Ltd. + 7,370 228,700
Richland Petroleum Corp. + 24,300 66,972
Rogers Communications Incorporated - Class B + 4,900 82,862
Sage Group PLC 3,000 134,733
SAIA-Burgess Electronics AG + 130 38,119
Schroders PLC 3,800 79,229
Seagull Holding NV 5,700 84,986
SEAT Pagine Gialle SpA + 20,000 29,223
Sez Holding AG Class A 300 110,357
Shohkoh Fund & Co., Ltd. 120 89,605
SIVA-SGPS, S.A. 8,600 119,065
Swedish Krone 245 30
TAG Heuer International SA 1,020 144,444
Tandberg Television ASA + 7,700 85,420
Telegate AG + 1,000 30,459
The Exchange Holdings PLC 44,100 119,837
The Future Network PLC + 11,000 113,949
Trans Cosmos Inc. 700 87,445
Transportes Azkar SA + 11,500 113,043
Trigem Computer, Inc. 1,457 100,028
Trintech Group + 3,500 48,457
TTI Team Telecom International, Ltd. + 6,900 69,863
Unione Immobiliare SpA + 168,200 89,386
Venture Manufacturing 10,000 87,035
Versatel Telecom International NV + 6,800 73,867
Versus Technologies, Inc. + 12,875 78,416
Westjet Airlines, Ltd. + 23,000 237,906
8,304,596
<CAPTION>
Post-Venture
- ---------------------------------------------------------------------------------
Security Name Shares Market Value
- ------------- ------ ------------
<S> <C> <C>
Amazon.com, Inc. + 6,000 478,500
America Online, Inc. + 6,600 686,400
Ben & Jerry's Homemade, Inc. Class A + 24,200 415,938
CIENA Corp.+ 14,300 521,950
Cisco Systems, Inc. + 35,310 2,420,942
Citrix Systems, Inc. + 16,900 1,046,744
Concord Communications, Inc. + 14,500 576,375
Gilat Satellite Networks + 22,600 1,211,925
JDS Uniphase Corp. + 14,500 1,650,281
Lason Holdings, Inc. + 18,000 801,562
Maxim Integrated Products, Inc. + 20,600 1,299,731
MCI WorldCom, Inc. + 9,500 682,813
On Assignment, Inc. + 20,100 482,400
Outdoor Systems, Inc. + 15,475 553,231
Pinnacle Holdings, Inc. + 30,100 786,363
Premier Parks, Inc. 35,400 1,026,600
QRS Corp. + 24,450 1,567,856
RBB Select Sweep 1,151,899 1,151,899
Saatchi & Saatchi PLC ADR 30,700 525,737
Salon.com, Inc. + 31,000 153,062
Shaw Communications, Inc. Class B + 31,100 857,194
Staples, Inc. + 35,100 765,619
Verisign, Inc + 9,000 958,500
Vitesse Semiconductor Corp. + 8,100 691,537
Westwood One, Inc.+ 13,650 615,956
Women First Healthcare, Inc. + 34,600 244,363
Yahoo! Inc. + 6,700 1,203,487
ACNielsen Corp. + 18,100 410,644
Ambac Financial Group, Inc. 17,000 805,375
AMFM, Inc. + 14,000 852,250
Amgen, Inc. + 8,000 652,000
AMVESCAP PLC ADR 18,560 759,800
At Home Corp. Series A + 15,200 629,850
BISYS Group, Inc. + 17,200 806,787
BMC Software, Inc. + 9,800 701,312
Boston Ventures L.P. 383,267 383,267
Carrier Access Corp. + 1,797 75,137
Central European Media Enterprises, Ltd. 121,200 189,375
Class A +
Central Newspapers, Inc. Class A + 30,000 1,335,000
Chaparral Resources, Inc. +* 5,556 54,861
Cooper Cameron Corp. + 19,100 721,025
Corus Entertainment, Inc. Class B + 10,366 167,536
Covad Communications Group, Inc.+ 10,900 475,172
DeVRY, Inc. + 48,300 966,000
Dial Corp. 25,200 642,600
Exodus Communications, Inc. + 22,300 1,606,994
Fairfield Communities, Inc. + 23,300 254,844
Flextronics International Ltd. + 15,900 925,181
Hispanic Broadcasting Corp. + 17,700 1,347,412
Intuit, Inc. + 12,500 1,095,703
KLA-Tencor Corp. + 12,100 786,500
Mamamedia, Inc. +* 92,592 499,997
Medimmune, Inc. 10,000 996,563
Nabors Industries, Inc. + 23,200 580,000
New Enterprise Associates L.P. 1,185,522 1,185,522
New York Restaurant Group, Inc. +* 77,720 749,998
Nextlink Communications, Inc.+ 1,347 69,834
Oxford Health Plans, Inc. + 31,600 395,000
Petroleum Geo - Services + 41,300 787,281
Price T. Rowe Associates, Inc. 28,600 784,713
Ross Stores, Inc. 21,600 434,700
Scholastic Corp. + 23,700 1,185,000
Solectron Corp. + 11,100 797,119
Synopsys, Inc. + 8,100 454,866
U.S. Treasury Bill 65,000 64,485
U.S. Treasury Bill 115,000 112,219
U.S. Treasury Note 50,000 50,070
U.S. Treasury Note 260,000 261,153
UK Sterling 6 9
USA Networks, Inc. + 36,600 1,418,250
VERITAS Software Corp.+ 13,400 1,017,562
Viatel, Inc. + 19,800 585,338
Women.Com Networks * 227,964 750,002
Women.Com Networks Series E* 15,675 156,750
Xilinx, Inc. + 17,200 1,127,137
54,485,158
<CAPTION>
Combined Fund
- --------------------------------------------------------------------------
Security Name Shares Market Value
- ------------- ------ ------------
<S> <C> <C>
Amazon.com, Inc. + 6,800 542,300
America Online, Inc. + 7,100 738,400
Ben & Jerry's Homemade, Inc. Class A + 25,100 431,407
CIENA Corp.+ 16,100 587,650
Cisco Systems, Inc. + 36,860 2,527,214
Citrix Systems, Inc. + 17,900 1,108,681
Concord Communications, Inc. + 15,600 620,100
Gilat Satellite Networks + 23,600 1,265,550
JDS Uniphase Corp. + 15,600 1,775,475
Lason Holdings, Inc. + 18,700 832,734
Maxim Integrated Products, Inc. + 21,200 1,337,587
MCI WorldCom, Inc. + 10,100 725,938
On Assignment, Inc. + 21,200 508,800
Outdoor Systems, Inc. + 17,537 626,947
Pinnacle Holdings, Inc. + 32,200 841,226
Premier Parks, Inc. 37,200 1,078,800
QRS Corp. + 25,800 1,654,425
RBB Select Sweep 1,552,137 1,552,137
Saatchi & Saatchi PLC ADR 33,300 570,262
Salon.com, Inc. + 34,200 168,862
Shaw Communications, Inc. Class B + 33,500 923,344
Staples, Inc. + 37,900 826,694
Verisign, Inc + 9,800 1,043,700
Vitesse Semiconductor Corp. + 9,000 768,375
Westwood One, Inc.+ 15,450 697,181
Women First Healthcare, Inc. + 38,500 271,907
Yahoo! Inc. + 7,100 1,275,337
3i Group PLC 2,583 32,415
Alterra Healthcare Corp. 900 7,988
Amada Sonoike Co. Ltd. 9,000 22,401
Amada Wasino Co., Ltd. 19,000 22,664
Amdocs Ltd. + 1,560 32,760
Antenna TV SA 4,300 39,775
ANZoil NL + 350,400 33,159
Assante Corp. + 15,100 69,361
Atos SA 1,000 128,224
Audiocodes, Ltd. + 2,350 88,419
Backweb Technologies Ltd. + 4,300 73,100
Biora AB ADR + 10,200 105,825
Chapters Online, Inc. + 6,300 63,665
Corus Entertainment, Inc. 800 12,930
Cue Energy Resources NL + 197,400 9,018
Datapulse Technology, Ltd. 85,000 51,486
Diagonal PLC 21,700 109,000
Dinamia Capital Privado. Sociedad de Capital 15,000 161,345
Riesgo, S.A. +
Electronics Boutique PLC 100,600 154,081
EMAP PLC 3,720 50,360
Envoy Communications Group, Inc. + 6,700 30,092
Esat Telecom Group PLC ADR 3,300 131,175
Euro Currency 49,479 52,695
Fantastic Corp. + 1,500 82,270
Framtidsfabriken AB + 3,200 110,859
GFK AG + 7,500 188,902
GFT Ges Fuer Technologiecon + 1,200 61,215
Gretag Imaging Group + 425 47,865
Grupo Iusacell SA ADR Series V + 12,800 133,000
Hankuk Electric Glass Co., Ltd. + 1,100 58,777
Holmes Place PLC 19,233 97,558
Icon Medialab International AB 1,200 67,335
Institutional Money Market Trust 97,000 97,000
Itnet PLC + 8,300 65,954
Ixos Software AG + 6,300 201,600
Kungsleden AB + 10,500 81,974
Laurent-Perrier Group 1,700 61,556
Libertel NV (NLG) 5,400 97,478
Locazione Attrezzature SPA 97,200 97,927
Marbert AG 4,191 75,877
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Combined Fund
- --------------------------------------------------------------------------
Security Name Shares Market Value
- ------------- ------ ------------
<S> <C> <C>
Meta4 NV + 1,300 17,998
Navision Software AS + 800 25,673
Nemic-Lambda K.K. 2,600 97,927
Network Appliance, Inc. + 1,400 100,275
Orbotech, Ltd. + 260 16,088
Ordina NV 3,760 86,093
P & I Personal & Informatik AG + 2,700 25,735
Pacific Internet, Ltd. (Singapore) 1,300 41,600
Pinkroccade NV + 1,100 31,630
PowderJect Pharmaceuticals PLC 10,000 122,529
Prima Inmobiliaria SA + 17,800 162,459
Research IN Motion, Ltd. + 7,370 228,700
Richland Petroleum Corp. + 24,300 66,972
Rogers Communications Incorporated - Class B + 4,900 82,862
Sage Group PLC 3,000 134,733
SAIA-Burgess Electronics AG + 130 38,119
Schroders PLC 3,800 79,229
Seagull Holding NV 5,700 84,986
SEAT Pagine Gialle SpA + 20,000 29,223
Sez Holding AG Class A 300 110,357
Shohkoh Fund & Co., Ltd. 120 89,605
SIVA-SGPS, S.A. 8,600 119,065
Swedish Krone 245 30
TAG Heuer International SA 1,020 144,444
Tandberg Television ASA + 7,700 85,420
Telegate AG + 1,000 30,459
The Exchange Holdings PLC 44,100 119,837
The Future Network PLC + 11,000 113,949
Trans Cosmos Inc. 700 87,445
Transportes Azkar SA + 11,500 113,043
Trigem Computer, Inc. 1,457 100,028
Trintech Group + 3,500 48,457
TTI Team Telecom International, Ltd. + 6,900 69,863
Unione Immobiliare SpA + 168,200 89,386
Venture Manufacturing 10,000 87,035
Versatel Telecom International NV + 6,800 73,867
Versus Technologies, Inc. + 12,875 78,416
Westjet Airlines, Ltd. + 23,000 237,906
ACNielsen Corp. + 18,100 410,644
Ambac Financial Group, Inc. 17,000 805,375
AMFM, Inc. + 14,000 852,250
Amgen, Inc. + 8,000 652,000
AMVESCAP PLC ADR 18,560 759,800
At Home Corp. Series A + 15,200 629,850
BISYS Group, Inc. + 17,200 806,787
BMC Software, Inc. + 9,800 701,312
Boston Ventures L.P. 383,267 383,267
Carrier Access Corp. + 1,797 75,137
Central European Media Enterprises, Ltd. 121,200 189,375
Class A +
Central Newspapers, Inc. Class A + 30,000 1,335,000
Chaparral Resources, Inc. +* 5,556 54,861
Cooper Cameron Corp. + 19,100 721,025
Corus Entertainment, Inc. Class B + 10,366 167,536
Covad Communications Group, Inc.+ 10,900 475,172
DeVRY, Inc. + 48,300 966,000
Dial Corp. 25,200 642,600
Exodus Communications, Inc. + 22,300 1,606,994
Fairfield Communities, Inc. + 23,300 254,844
Flextronics International Ltd. + 15,900 925,181
Hispanic Broadcasting Corp. + 17,700 1,347,412
Intuit, Inc. + 12,500 1,095,703
KLA-Tencor Corp. + 12,100 786,500
Mamamedia, Inc. +* 92,592 499,997
Medimmune, Inc. 10,000 996,563
Nabors Industries, Inc. + 23,200 580,000
New Enterprise Associates L.P. 1,185,522 1,185,522
New York Restaurant Group, Inc. +* 77,720 749,998
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Combined Fund
- --------------------------------------------------------------------------
Security Name Shares Market Value
- ------------- ------ ------------
<S> <C> <C>
Nextlink Communications, Inc.+ 1,347 69,834
Oxford Health Plans, Inc. + 31,600 395,000
Petroleum Geo - Services + 41,300 787,281
Price T. Rowe Associates, Inc. 28,600 784,713
Ross Stores, Inc. 21,600 434,700
Scholastic Corp. + 23,700 1,185,000
Solectron Corp. + 11,100 797,119
Synopsys, Inc. + 8,100 454,866
U.S. Treasury Bill 65,000 64,485
U.S. Treasury Bill 115,000 112,219
U.S. Treasury Note 50,000 50,070
U.S. Treasury Note 260,000 261,153
UK Sterling 6 9
USA Networks, Inc. + 36,600 1,418,250
VERITAS Software Corp.+ 13,400 1,017,562
Viatel, Inc. + 19,800 585,338
Women.Com Networks * 227,964 750,002
Women.Com Networks Series E* 15,675 156,750
Xilinx, Inc. + 17,200 1,127,137
62,789,754
</TABLE>
<PAGE>
THE ANNUAL REPORTS AND STATEMENT OF ADDITIONAL INFORMATION
OF THE GLOBAL FUND ARE INCORPORATED BY REFERENCE
TO ITS N-1A REGISTRATION STATEMENT (INVESTMENT
COMPANY ACT FILE NO. 811-07715)
<PAGE>
THE ANNUAL REPORTS, PROSPECTUSES AND STATEMENT OF ADDITIONAL
INFORMATION OF THE FUND ARE INCORPORATED BY REFERENCE
TO THE MOST RECENT FILINGS THEREOF BY THE FUND
(INVESTMENT COMPANY ACT FILE NO. 811-07327)
<PAGE>
PART C
OTHER INFORMATION
Item 15. Indemnification -- The response to this item is incorporated
by reference to "Plan of Reorganization" under the caption
"Information About the Reorganization" and to "Liability of
Directors" under the caption "Information on Shareholders'
Rights" in Part A of this Registration Statement.
Item 16. Exhibits
(1)(a) Registrant's Articles of Incorporation are incorporated by
reference to the Registration Statement on Form N-1A filed on
July 19, 1996.
(1)(b) Registrant's Articles Supplementary are incorporated by
reference to the Registration Statement on Form N-1A filed on
February 21, 1997.
(1)(c) Registrant's Articles of Amendment are incorporated by
reference to the Registration Statement on Form N-1A filed on
February 21, 1997.
(2)(a) By-Laws of the Registrant are incorporated by reference to the
Registration Statement on Form N-1A filed on July 19, 1996.
(2)(b) Amendment to the By-Laws is incorporated by reference to the
Registration Statement on Form N-1A filed on February 23,
1998.
(3) Not Applicable.
(4) Form of Plan of Reorganization (included as Exhibit A to
Registrant's Prospectus/Proxy Statement contained in Part A of
this Registration Statement).
(5) Not Applicable.
(6)(a) Form of Investment Advisory Agreement filed herewith.
(6)(b) Form of Sub-Investment Advisory Agreement filed herewith.
(7) Not Applicable.
(8) Not Applicable.
<PAGE>
(9)(a) Form of Custodian Services Agreement with PFPC Trust Company
is incorporated by reference; material provisions of this
exhibit substantially similar to those of the corresponding
exhibit in Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A of Warburg, Pincus Trust filed on April
16, 1999 (Securities Act File No. 33-58125).
(9)(b) Form of Custodian Agreement with State Street Bank & Trust
Company is incorporated by reference; material provisions of
this exhibit substantially similar to those of the
corresponding exhibit to the Registration Statement on Form
N-14 of the Warburg, Pincus Managed EAFE(R) Countries Fund,
Inc. filed on November 5, 1997 (Securities Act File No.
333-39611).
(10)(a) Distribution Plan pursuant to Rule 12b-1 under the 1940 Act
filed herewith.
(10)(b) Distribution Agreement filed herewith.
(10)(c) Shareholder Servicing and Distribution Plan filed herewith.
(10)(d) Form of 18f-3 Plan filed herewith.
(11)(a) Opinion and Consent of Willkie Farr & Gallagher, counsel to
Registrant, with respect to validity of shares filed herewith.
(11)(b) Opinion of Venable, Baetjer and Howard, L.L.P., Maryland
counsel to Registrant, with respect to validity of shares.
incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A, filed on
September 20, 1996.
(12) Form of Opinion and Consent of Willkie Farr & Gallagher with
respect to tax matters filed herewith.
(13)(a) Form of Transfer Agency Agreement is incorporated by
reference; material provisions of this exhibit substantially
similar to those of the corresponding exhibit in Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A of
Warburg, Pincus Trust filed on June 14, 1995 (Securities Act
File No. 33-58125).
(13)(b) Form of Co-Administration Agreement with PFPC is incorporated
by reference to the Registration Statement on Form N-1A filed
on July 19, 1996.
(13)(c) Form of Co-Administration Agreement with Credit Suisse Asset
Management Securities, Inc. filed herewith.
(14) Consent of PricewaterhouseCoopers LLP filed herewith.
(15) Not Applicable.
<PAGE>
(16) Powers of Attorney filed herewith.
(17)(a) Form of Proxy Card filed herewith.
(17)(b) Registrant's declaration pursuant to Rule 24f-2 is
incorporated by reference to the Registration Statement on
Form N-1A.
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this Registration Statement by
any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c) of the Securities Act [17 CFR
230.145c], the reoffering prospectus will contain the
information called for by the applicable registration form for
reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that
is filed under paragraph (1) above will be filed as a part of
an amendment to the Registration Statement and will not be
used until the amendment is effective, and that, in
determining any liability under the Securities Act of 1933, as
amended, each post-effective amendment shall be deemed to be a
new registration statement for the securities offered therein,
and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of them.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed on behalf of the registrant, in the City
of New York and State of New York, on the 4th day of November, 1999.
Warburg, Pincus Global Post-Venture Capital Fund, Inc.
By: /s/ Eugene L. Podsiadlo
------------------------------------
Name: Eugene L. Podsiadlo
Title: President
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ William W. Priest Chairman of the
- --------------------------------------- Board of Directors November 4, 4999
William W. Priest
/s/ Eugene L. Podsiadlo President November 4, 4999
- ---------------------------------------
Eugene L. Podsiadlo
/s/ Michael A. Pignataro Treasurer and Chief
- --------------------------------------- Financial Officer November 4, 4999
Michael A. Pignataro
/s/ Richard H. Francis Director November 4, 4999
- ---------------------------------------
Richard H. Francis
/s/ Jack W. Fritz Director November 4, 4999
- ---------------------------------------
Jack W. Fritz
/s/ Jeffrey E. Garten Director November 4, 4999
- ---------------------------------------
Jeffrey E. Garten
/s/ James S. Pasman, Jr. Director November 4, 4999
- ---------------------------------------
James S. Pasman, Jr.
/s/ Steven N. Rappaport Director November 4, 4999
- ---------------------------------------
Steven N. Rappaport
/s/ Alexander B. Trowbridge Director November 4, 4999
- ---------------------------------------
Alexander B. Trowbridge
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
(6)(a) Form of Investment Advisory Agreement.
(6)(b) Form of Sub-Investment Advisory Agreement.
(10)(a) Distribution Plan pursuant to Rule 12b-1 under the 1940
Act.
<PAGE>
Exhibit
Number Description Page
- ------ ----------- ----
(10)(b) Distribution Agreement.
(10)(c) Shareholder Servicing and Distribution Plan.
(10)(d) 18f-3 Plan.
(11)(a) Opinion and Consent of Willkie Farr & Gallagher, counsel
to Registrant, with respect to validity of shares.
(12) Form of Opinion and Consent of Willkie Farr & Gallagher
with respect to tax matters.
13 (c) Form of Co-Administration Agreement with Credit Suisse
Asset Management Securities, Inc.
(14) Consent of PricewaterhouseCoopers LLP.
(16) Powers of Attorney.
(17)(a) Form of Proxy Card.
INVESTMENT ADVISORY AGREEMENT
July 6, 1999
Credit Suisse Asset Management, LLC
466 Lexington Avenue
New York, New York 10017-3147
Dear Sirs:
Warburg, Pincus Global Post-Venture Capital Fund, Inc. (the "Fund"),
a corporation organized and existing under the laws of the State of Maryland,
herewith confirms its agreement with Credit Suisse Asset Management, LLC (the
"Adviser") as follows:
1. Investment Description; Appointment
The Fund desires to employ the capital of the Fund by investing and
reinvesting in investments of the kind and in accordance with the limitations
specified in its Articles of Incorporation, as may be amended from time to time,
and in the Fund's Prospectus(es) and Statement(s) of Additional Information as
from time to time in effect (the "Prospectus" and "SAI," respectively), and in
such manner and to such extent as may from time to time be approved by the Board
of Directors of the Fund. Copies of the Fund's Prospectus and SAI have been or
will be submitted to the Adviser. The Fund desires to employ and hereby appoints
the Adviser to act as investment adviser to the Fund. The Adviser accepts the
appointment and agrees to furnish the services for the compensation set forth
below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board of Directors
of the Fund, the Adviser will (a) act in strict conformity with the Fund's
Articles of Incorporation, the Investment Company Act of 1940 (the "1940 Act")
and the Investment Advisers Act of 1940, as the same may from time to time be
amended, (b) manage the Fund's assets in accordance with the Fund's investment
objective and policies as stated in the Fund's Prospectus and SAI, (c) make
investment decisions for the Fund, (d) place purchase and sale orders for
securities on behalf of the Fund, (e) exercise voting rights in respect of
portfolio securities and other investments for the Fund, and (f) monitor and
evaluate the services provided by the Fund's investment sub-adviser(s), if any,
under the terms of the applicable investment sub-advisory agreement(s). In
providing those services, the Adviser will provide investment research and
supervision of the Fund's investments and conduct a continual program of
investment, evaluation and, if appropriate, sale and reinvestment of the Fund's
assets. In addition, the Adviser will furnish the Fund with whatever statistical
information the Fund may reasonably
<PAGE>
request with respect to the securities that the Fund may hold or contemplate
purchasing.
Subject to the approval of the Board of Directors of the Fund and where
required, the Fund's shareholders, the Adviser may engage an investment
sub-adviser or sub-advisers to provide advisory services in respect of the Fund
and may delegate to such investment sub-adviser(s) the responsibilities
described in subparagraphs (b), (c), (d) and (e) above. In the event that an
investment sub-adviser's engagement has been terminated, the Adviser shall be
responsible for furnishing the Fund with the services required to be performed
by such investment sub-adviser(s) under the applicable investment sub-advisory
agreements or arranging for a successor investment sub-adviser(s) to provide
such services on terms and conditions acceptable to the Fund and the Fund's
Board of Directors and subject to the requirements of the 1940 Act.
3. Brokerage
In executing transactions for the Fund, selecting brokers or dealers
and negotiating any brokerage commission rates, the Adviser will use its best
efforts to seek the best overall terms available. In assessing the best overall
terms available for any portfolio transaction, the Adviser will consider all
factors it deems relevant including, but not limited to, breadth of the market
in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of any
commission for the specific transaction and for transactions executed through
the broker or dealer in the aggregate. In selecting brokers or dealers to
execute a particular transaction and in evaluating the best overall terms
available, the Adviser may consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as the same may from time to time be amended) provided to the Fund and/or other
accounts over which the Adviser or an affiliate exercises investment discretion.
4. Information Provided to the Fund
The Adviser will keep the Fund informed of developments materially
affecting the Fund, and will, on its own initiative, furnish the Fund from time
to time with whatever information the Adviser believes is appropriate for this
purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering the
services listed in paragraphs 2, 3 and 4 above. The Adviser 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 herein shall be deemed to protect or purport to protect
2
<PAGE>
the Adviser against any liability to the Fund or to shareholders of the Fund to
which the Adviser would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or by
reason of the Adviser's reckless disregard of its obligations and duties under
this Agreement.
6. Compensation
In consideration of the services rendered pursuant to this
Agreement, the Fund will pay the Adviser an annual fee calculated at an annual
rate of 1.25% of the Fund's average daily net assets. The fee for the period
from the date of this Agreement to the end of the year shall be prorated
according to the proportion that such period bears to the full yearly period.
Upon any termination of this Agreement before the end of a year, the fee for
such part of that year shall be prorated according to the proportion that such
period bears to the full yearly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to
the Adviser, the value of the Fund's net assets shall be computed at the times
and in the manner specified in the Fund's Prospectus or SAI.
7. Expenses
The Adviser will bear all expenses in connection with the
performance of its services under this Agreement, including the fees payable to
any investment sub-adviser engaged pursuant to paragraph 2 of this Agreement.
The Fund will bear its proportionate share of certain other expenses to be
incurred in its operation, including: investment advisory and administration
fees; taxes, interest, brokerage fees and commissions, if any; fees of Directors
of the Fund who are not officers, directors, or employees of the Adviser, any
sub-adviser or any of their affiliates; fees of any pricing service employed to
value shares of the Fund; Securities and Exchange Commission fees and state blue
sky qualification fees; charges of custodians and transfer and dividend
disbursing agents; the Fund's proportionate share of insurance premiums; outside
auditing and legal expenses; costs of maintenance of the Fund's existence; 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 of the
shareholders of the Fund and of the officers or Board of Directors of the Fund;
and any extraordinary expenses.
The Fund will be responsible for nonrecurring expenses which may
arise, including costs of litigation to which the Fund is a party and of
indemnifying officers and Directors of the Fund with respect to such litigation
and other expenses as determined by the Directors.
3
<PAGE>
8. Services to Other Companies or Accounts
The Fund understands that the Adviser now acts, will continue to act
and may act in the future as investment adviser to fiduciary and other managed
accounts and to one or more other investment companies or series of investment
companies, and the Fund has no objection to the Adviser so acting, provided that
whenever the Fund and one or more other accounts or investment companies or
portfolios advised by the Adviser have available funds for investment,
investments suitable and appropriate for each will be allocated in accordance
with a formula believed to be equitable to each entity. The Fund recognizes that
in some cases this procedure may adversely affect the size of the position
obtainable for the Fund. In addition, the Fund understands that the persons
employed by the Adviser to assist in the performance of the Adviser's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of the Adviser or any
affiliate of the Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature, provided that doing
so does not adversely affect the ability of the adviser to perform its services
under this Agreement.
9. Term of Agreement
This Agreement shall continue for an initial two-year period
commencing on the date first written above, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by (a) the Board of Directors of the
Fund or (b) a vote of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board of Directors who are not "interested
persons" (as defined in said Act) 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 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 90 days' written notice, by the Adviser. This Agreement will
also terminate automatically in the event of its assignment (as defined in said
Act).
10. Representation by the Fund
The Fund represents that a copy of its Articles of Incorporation,
dated July 16, 1996, together with all amendments thereto, is on file in the
Department of Assessments and Taxation of the State of Maryland.
11. Miscellaneous
4
<PAGE>
The Fund recognizes that directors, officers and employees of the
Adviser may from time to time serve as directors, trustees, officers and
employees of corporations and business trusts (including other investment
companies) and that such other corporations and trusts may include the name
"Warburg", "Warburg Pincus", "CS", "CSAM", "Credit Suisse" or "Credit Suisse
Warburg Pincus" as part of their names, and that the Adviser or its affiliates
may enter into advisory or other agreements with such other corporations and
trusts. If the Adviser ceases to act as the investment adviser of the Fund's
shares, the Fund agrees that, at the Adviser's request, the Fund's license to
use the words "Warburg" , "Warburg Pincus" "CS", "CSAM", "Credit Suisse" or
"Credit Suisse Warburg Pincus" will terminate and that the Fund will take all
necessary action to change the name of the Fund to names not including the words
"Warburg" "Warburg Pincus", "CS", "CSAM", "Credit Suisse" or "Credit Suisse
Warburg Pincus".
5
<PAGE>
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.
Very truly yours,
WARBURG, PINCUS GLOBAL POST-VENTURE
CAPITAL FUND, INC.
By:_____________________________________
Name: _______________________________
Title: ______________________________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:________________________________
Name: __________________________
Title: _________________________
6
SUB-ADVISORY AGREEMENT
July 6, 1999
Abbott Capital Management, LLC
50 Rowes Wharf
Boston, MA 02110
Dear Sirs:
Warburg, Pincus Global Post-Venture Capital Fund, Inc. (the "Fund"),
a corporation organized and existing under the laws of the State of Maryland,
and Credit Suisse Asset Management, LLC, as its investment adviser (the
"Adviser"), herewith confirm their agreement with Abbott Capital Management, LLC
(the "Sub-Adviser") as follows:
1. Investment Description; Appointment
The Fund desires to employ the capital of the Fund by investing and
reinvesting in securities of the kind and in accordance with the limitations
specified in the Fund's Articles of Incorporation, as may be amended from time
to time (the "Articles of Incorporation"), and in the Prospectus and Statement
of Additional Information, as from time to time in effect (the "Prospectus" and
"SAI," respectively), and in such manner and to such extent as may from time to
time be approved by the Board of Directors of the Fund. Copies of the
Prospectus, SAI and Articles of Incorporation have been or will be submitted to
the Sub-Adviser. The Fund agrees to provide the Sub-Adviser copies of all
amendments to the Prospectus and SAI on an on-going basis. The Fund employs the
Adviser as its investment adviser. The Adviser desires to employ and hereby
appoints the Sub-Adviser to act as its sub-investment adviser upon the terms set
forth in this Agreement. The Sub-Adviser accepts the appointment and agrees to
furnish the services set forth below for the compensation provided for herein.
2. Services as Sub-Adviser
(a) Subject to the supervision and direction of the Adviser, the
Sub-Adviser will provide investment advisory assistance and portfolio management
advice to the Fund in accordance with (a) the Articles of Incorporation, (b) the
Investment Company Act of 1940, as amended (the "1940 Act"), and the Investment
Advisers Act of 1940, as amended (the "Advisers
<PAGE>
Act"), and all applicable Rules and Regulations of the Securities and Exchange
Commission (the "SEC") and all other applicable laws and regulations and (c) the
Fund's investment objective and policies as stated in the Prospectus and SAI and
investment parameters provided by the Adviser from time to time. In connection
therewith, the Sub-Adviser will:
(i) determine whether to purchase, retain or sell interests in
United States or foreign private investment vehicles that themselves
invest in debt and equity securities of companies in the venture capital
and post-venture capital stages of development or companies engaged in
special situations or changes in corporate control, including buyouts
("Investments"). The Sub-Adviser is hereby authorized to execute, or place
orders for the execution of, all Investments on behalf of the Fund;
(ii) assist the custodian and accounting agent for the Fund in
determining or confirming, consistent with the procedures and policies
stated in the Prospectus and SAI, the value of any Investments for which
the custodian and accounting agent seek assistance from or identify for
review by the Sub-Adviser;
(iii) monitor the execution of orders for the purchase or sale of
Investments and the settlement and clearance of those orders;
(iv) exercise voting rights in respect of Investments; and
(v) provide reports to the Fund's Board of Directors for
consideration at quarterly meetings of the Board on the Investments and
furnish the Adviser and the Fund's Board of Directors with such periodic
and special reports as the Fund or the Adviser may reasonably request.
(b) In connection with the performance of the services of the
Sub-Adviser provided for herein, the Sub-Adviser may contract at its own expense
with third parties for the acquisition of research, clerical services and other
administrative services that would not require such parties to be required to
register as an investment adviser under the Advisers Act; provided that the
Sub-Adviser shall remain liable for the performance of its duties hereunder.
3. Execution of Transactions
(a) The Sub-Adviser will not effect orders for the purchase or sale
of securities on behalf of the Fund through brokers or dealers as agents.
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(b) It is understood that the services of the Sub-Adviser are not
exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from
providing similar services to other investment companies or from engaging in
other activities, provided that those activities do not adversely affect the
ability of the Sub-Adviser to perform its services under this Agreement. The
Fund and the Adviser further understand and acknowledge that the persons
employed by the Sub-Adviser to assist in the performance of its duties under
this Agreement will not devote their full time to that service. Nothing
contained in this Agreement will be deemed to limit or restrict the right of the
Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and
attention to other businesses or to render services of whatever kind or nature,
provided that doing so does not adversely affect the ability of the Sub-Adviser
to perform its services under this Agreement.
(c) On occasions when the Sub-Adviser deems the purchase or sale of
a security to be in the best interest of the Fund as well as of other investment
advisory clients of the Sub-Adviser, the Sub-Adviser may, to the extent
permitted by applicable laws and regulations, but shall not be obligated to,
aggregate the securities to be so sold or purchased with those of its other
clients. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the
Sub-Adviser in a manner that is fair and equitable, in the judgment of the
Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to
such other clients. The Sub-Adviser shall provide to the Adviser and the Fund
all information reasonably requested by the Adviser and the Fund relating to the
decisions made by the Sub-Adviser regarding allocation of securities purchased
or sold, as well as the expenses incurred in a transaction, among the Fund and
the Sub-Adviser's other investment advisory clients.
(d) In connection with the purchase and sale of securities for the
Fund, the Sub-Adviser will provide such information as may be reasonably
necessary to enable the custodian and co-administrators to perform their
administrative and recordkeeping responsibilities with respect to the Fund.
4. Disclosure Regarding the Sub-Adviser
(a) The Sub-Adviser has reviewed the disclosure about the
Sub-Adviser contained in the Fund's registration statement and represents and
warrants that, with respect to such disclosure about the Sub-Adviser or
information related, directly or indirectly, to the Sub-Adviser, such
registration statement contains, as of the date hereof, no untrue statement of
any material fact
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and does not omit any statement of a material fact which is required to be
stated therein or necessary to make the statements contained therein not
misleading.
(b) The Sub-Adviser agrees to notify the Adviser and the Fund
promptly of any (i) statement about the Sub-Adviser contained in the Fund's
registration statement that becomes untrue in any material respect or (ii)
omission of a material fact about the Sub-Adviser in the Fund's registration
statement which is required to be stated therein or necessary to make the
statements contained therein not misleading or (iii) any reorganization or
change in the Sub-Adviser, including any change in its ownership or key
employees.
(c) Prior to the Fund or the Adviser or any affiliated person (as
defined in the 1940 Act, an "Affiliate") of either using or distributing sales
literature or other promotional material referring to the Sub-Adviser, the
Sub-Adviser shall have the right to approve the general advertising or
promotional plan pursuant to which such literature or material is being utilized
or distributed; provided that the Sub-Adviser shall be deemed to have approved
such advertising or plan if it has not objected to its use within ten (10)
business days after such material has been sent to it. The Fund or the Adviser
will use all reasonable efforts to ensure that all advertising, sales and
promotional material used or distributed by or on behalf of the Fund or the
Adviser that refers to the Sub-Adviser will comply with the requirements of the
Advisers Act, the 1940 Act and the rules and regulations promulgated thereunder.
(d) The Sub-Adviser has supplied the Adviser and the Fund copies of
its Form ADV with all exhibits and attachments thereto and will hereinafter
supply the Adviser, promptly upon preparation thereof, copies of all amendments
or restatements of such document.
5. Certain Representations and Warranties of the Sub-Adviser
(a) The Sub-Adviser represents and warrants that it is a duly
registered investment adviser under the Advisers Act, a duly registered
investment adviser in any and all states of the United States in which the
Sub-Adviser is required to be so registered and has obtained all necessary
licenses and approvals in order to perform the services provided in this
Agreement. The Sub-Adviser covenants to maintain all necessary registrations,
licenses and approvals in effect during the term of this Agreement.
(b) The Sub-Adviser represents that it has read and understands the
Prospectus and SAI and warrants that in investing the Fund's assets it will use
all reasonable efforts to adhere to
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the Fund's investment objectives, policies and restrictions contained therein.
6. Compliance
(a) The Sub-Adviser agrees that it shall promptly notify The Adviser
and the Fund (i) in the event that the SEC or any other regulatory authority has
censured its activities, functions or operations; suspended or revoked its
registration as an investment adviser; or has commenced proceedings or an
investigation that may result in any of these actions, (ii) in the event that
there is a change in the Sub-Adviser, financial or otherwise, that adversely
affects its ability to perform services under this Agreement or (iii) upon
having a reasonable basis for believing that, as a result of the Sub-Adviser's
investing the Fund's assets, the Fund's investment portfolio has ceased to
adhere to the Fund's investment objective, policies and restrictions as stated
in the Prospectus or SAI or is otherwise in violation of applicable law.
(b) The Adviser agrees that it shall promptly notify the Sub-Adviser
in the event that the SEC has censured the Adviser or the Fund; placed
limitations upon any of their activities, functions or operations; suspended or
revoked the Adviser's registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions.
(c) The Fund and the Adviser shall be given access to the records of
the Sub-Adviser at reasonable times solely for the purpose of monitoring
compliance with the terms of this Agreement and the rules and regulations
applicable to the Sub-Adviser relating to its providing investment advisory
services to the Fund, including without limitation records relating to trading
by employees of the Sub-Adviser for their own accounts and on behalf of other
clients. The Sub-Adviser agrees to cooperate with the Fund and the Adviser and
their representatives in connection with any such monitoring efforts.
7. Books and Records
(a) In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Sub-Adviser hereby agrees that all records which it maintains for the
Fund are the property of the Fund and further agrees to surrender promptly to
either the Adviser or the Fund any of such records upon the request of either of
them. The Sub-Adviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act and to preserve the records required by Rule 204-2
under the Advisers Act for the period specified therein.
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<PAGE>
(b) The Sub-Adviser hereby agrees to furnish to regulatory
authorities having the requisite authority any information or reports in
connection with services that the Sub-Adviser renders pursuant to this Agreement
which may be requested in order to ascertain whether the operations of the Fund
are being conducted in a manner consistent with applicable laws and regulations.
8. Provision of Information; Proprietary and Confidential Information
(a) The Adviser agrees that it will furnish to the Sub-Adviser
information related to or concerning the Fund that the Sub-Adviser may
reasonably request.
(b) The Sub-Adviser agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Fund all records and
other information relative to the Fund, the Adviser and prior, present or
potential shareholders and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder
except after prior notification to and approval in writing of the Fund, which
approval shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure
to comply or when requested to divulge such information by duly constituted
authorities.
(c) The Sub-Adviser represents and warrants that neither it nor any
affiliate will use the name of the Fund, the Adviser or any of their affiliates
in any prospectus, sales literature or other material in any manner without the
prior written approval of the Fund or the Adviser, as applicable.
9. Standard of Care
The Sub-Adviser shall exercise its best judgment in rendering the
services described herein. The Sub-Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund or the Adviser
in connection with the matters to which this Agreement relates, except that the
Sub-Adviser shall be liable for a loss resulting from a breach of fiduciary duty
by the Sub-Adviser with respect to the receipt of compensation for services;
provided that nothing herein shall be deemed to protect or purport to protect
the Sub-Adviser against any liability to the Fund or the Adviser or to
shareholders of the Fund to which the Sub-Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Sub-Adviser's reckless disregard
of its obligations and duties under this Agreement. The Fund and the Adviser
understand and
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<PAGE>
agree that the Sub-Adviser may rely upon information furnished to it reasonably
believed by the Sub-Adviser to be accurate and reliable and, except as herein
provided, the Sub-Adviser shall not be accountable for loss suffered by the Fund
by reason of such reliance of the Sub-Adviser.
10. Indemnification
(a) The Sub-Adviser agrees to indemnify and hold harmless the Fund,
the Adviser, any affiliate thereof, and each person, if any, who, within the
meaning of Section 15 of the Securities Act of 1933, as amended (the "1933
Act"), controls ("controlling person") any or all of the Fund and the Adviser
(all of such persons being referred to as "Fund Indemnified Persons") against
any and all losses, claims, damages, liabilities or litigation (including legal
and other expenses) to which any Fund Indemnified Person may become subject
under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code of
1986, as amended (the "Code"), or under any other statute, at common law or
otherwise, arising out of the Sub-Adviser's responsibilities as Sub-Adviser to
the Fund which (i) may be based upon any misfeasance, malfeasance or nonfeasance
by the Sub-Adviser, or any of its employees or representatives, or any affiliate
of or any person acting on behalf of the Sub-Adviser, (ii) may be based upon a
failure to comply with paragraph 5(b) of this Agreement, or (iii) may be based
upon any untrue statement or alleged untrue statement of a material fact about
the Sub-Adviser contained in the registration statement covering the shares of
the Fund, or any amendment or supplement thereto, or the omission or alleged
omission to state therein a material fact about the Sub-Adviser known or which
should have been known to the Sub-Adviser and was required to be stated therein
or necessary to make the statements therein not misleading, if such a statement
or omission was made in reliance upon information furnished to the Adviser, the
Fund or any affiliate thereof by the Sub-Adviser or any affiliate of the
Sub-Adviser; provided that in no case shall the indemnity in favor of any Fund
Indemnified Person be deemed to protect such persons against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under this
Agreement.
(b) The Fund agrees to indemnify and hold harmless the Sub-Adviser,
any of its affiliates, and each controlling person, if any, of the Sub-Adviser
(all of such persons being referred to as "Sub-Adviser Indemnified Persons")
against any and all losses, claims, damages, liabilities or litigation
(including legal and other expenses) to which any Sub-Adviser Indemnified Person
may become subject under the 1933 Act, the 1940 Act, the Advisers
7
<PAGE>
Act, the Code or under any other statute, at common law or otherwise, which (i)
may be based upon any misfeasance, malfeasance or nonfeasance by the Fund or the
Adviser, or any of their respective employees or representatives, or any
affiliate of or any person acting on behalf of the Fund or the Adviser, (ii) may
be based upon a failure by the Fund or the Adviser to comply with this
Agreement, or (iii) may be based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement covering
the shares of the Fund, or any amendment or supplement thereto, or the omission
or alleged omission to state therein a material fact known or which should have
been known to the Fund and was required to be stated therein or necessary to
make the statements therein not misleading, unless such a statement or omission
was made in reliance upon information furnished to the Adviser, the Fund or any
affiliate thereof by the Sub-Adviser or any affiliate of the Sub-Adviser;
provided that in no case shall the indemnity in favor of any Sub-Adviser
Indemnified Person be deemed to protect such persons against any liability to
which any such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under this
Agreement.
(c) A party (the "Indemnifying Person") shall not be liable under
paragraphs 10(a) or 10(b) herein with respect to any claim made against any Fund
Indemnified Person or Sub-Adviser Indemnified Person, as applicable (a Fund
Indemnified Person and a Sub-Adviser Indemnified Person may be referred to in
this paragraph 10(c) as an "Indemnified Person"), unless such Indemnified Person
shall have notified the Indemnifying Person in writing within a reasonable time
after the summons, notice or other first legal process or notice giving
information of the nature of the claim shall have been served upon such
Indemnified Person (or after such Indemnified Person shall have received notice
of such service on any designated agent), but failure to notify the Indemnifying
Person of any such claim shall not relieve the Indemnifying Person from any
liability which it may have to any Indemnified Person against whom such action
is brought otherwise than on account of this paragraph 10. In case any such
action is brought against any Indemnified Person, the Indemnifying Person will
be entitled to participate, at its own expense, in the defense thereof or, after
notice to the Indemnified Person, to assume the defense thereof, with counsel
satisfactory to the Indemnified Person. If the Indemnifying Person assumes the
defense of any such action and the selection of counsel by the Indemnifying
Person to represent the Indemnifying Person and the Indemnified Person would
result in a conflict of interests and therefore would not, in the reasonable
judgment of the Indemnified Person, adequately represent the interests of the
Indemnified Person, the Indemnifying Person
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<PAGE>
will, at its own expense, assume the defense with counsel to the Indemnifying
Person and, also at its own expense, with separate counsel to the Indemnified
Person which counsel shall be satisfactory to the Indemnifying Person and to the
Indemnified Person. The Indemnified Person shall bear the fees and expenses of
any additional counsel retained by it, and the Indemnifying Person shall not be
liable to the Indemnified Person under this Agreement for any legal or other
expenses subsequently incurred by the Indemnified Person independently in
connection with the defense thereof other than reasonable costs of
investigation. The Indemnifying Person shall not have the right to compromise on
or settle the litigation without the prior written consent of the Indemnified
Person if such compromise or settlement results, or may result, in a finding of
wrongdoing on the part of the Indemnified Person.
11. Compensation
In consideration of the services rendered pursuant to this
Agreement, the Adviser will pay the Sub-Adviser a quarterly fee calculated at an
annual rate of 1.00% of the net asset value of the Investments as of the last
day of each calendar quarter. The fee for the period from the date of this
Agreement to the end of the quarter during which this Agreement commenced shall
be prorated according to the proportion that such period bears to the full
quarterly period. Such fee shall be paid by the Adviser to the Sub-Adviser
within ten (10) business days after the last day of each quarter or, upon
termination of this Agreement before the end of a quarter, within ten (10)
business days after the effective date of such termination. Upon any termination
of this Agreement before the end of a quarter, the fee for such part of that
quarter shall be prorated according to the proportion that such period bears to
the full quarterly period. For the purpose of determining fees payable to the
Sub-Adviser, the value of the Investments shall be computed in the manner
specified in the Prospectus or SAI. The Sub-Adviser shall have no right to
obtain compensation directly from the Fund for services provided hereunder and
agrees to look solely to the Adviser for payment of fees due.
12. Expenses
(a) The Sub-Adviser will bear all expenses in connection with the
performance of its services under this Agreement, which shall not include the
Fund's expenses listed in paragraph 12(b).
(b) The Fund will bear certain other expenses to be incurred in its
operation, including: investment advisory and administration fees; taxes,
interest, brokerage fees and commissions, if any; fees of Directors of the Fund
who are not
9
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officers, directors, or employees of the Fund, the Adviser or the Sub-Adviser or
affiliates of any of them; fees of any pricing service employed to value shares
of the Fund; SEC fees, state Blue Sky qualification fees and any foreign
qualification fees; charges of custodians and transfer and dividend disbursing
agents; the Fund's proportionate share of insurance premiums; outside auditing
and legal expenses; costs of maintenance of the Fund's existence; 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 of the
shareholders of the Fund and of the officers or Board of Directors of the Fund;
and any extraordinary expenses.
13. Term of Agreement
This Agreement shall continue for an initial two-year period
commencing on the date first written above, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by (a) the Board of Directors of the
Fund or (b) a vote of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board of Directors who are not "interested
persons" (as defined the 1940 Act) 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, (i) by the Adviser on 60 (sixty) days'
written notice to the Fund and the Sub-Adviser, (ii) by the Board of Directors
of the Fund or by vote of holders of a majority of the Fund's shares on 60
(sixty) days' written notice to the Adviser and the Sub-Adviser, or (iii) by the
Sub-Adviser upon 60 (sixty) days' written notice to the Fund and the Adviser.
This Agreement will also terminate automatically in the event of its assignment
(as defined in the 1940 Act) by any party hereto. In the event of termination of
this Agreement for any reason, all records relating to the Fund kept by the
Sub-Adviser shall promptly be returned to the Adviser or the Fund, free from any
claim or retention of rights in such records by the Sub-Adviser. In the event
this Agreement is terminated or is not approved in the foregoing manner, the
provisions contained in paragraph numbers 4(c), 7, 8, 9 and 10 shall remain in
effect.
14. Amendments
No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no
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<PAGE>
amendment of this Agreement shall be effective until approved by an affirmative
vote of (a) the holders of a majority of the outstanding voting securities of
the Fund and (b) the Board of Directors of the Fund, including a majority of
Directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund or of either party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval, if such approval is required
by applicable law.
15. Notices
All communications hereunder shall be given (a) if to the
Sub-Adviser, to Abbott Capital Management, LLC, 1330 Avenue of the Americas,
Suite 2800, New York, New York 10019 (Attention: Raymond L. Held), telephone:
(212) 757-2700, telecopy: (212) 757-0835, (b) if to the Adviser, to Credit
Suisse Asset Management, LLC, 466 Lexington Avenue, New York, New York
10017-3147 (Attention: President), telephone: (212) 878-0600, telecopy: (212)
878-9351, and (c) if to the Fund, c/o Credit Suisse Asset Management, LLC, 466
Lexington Avenue, New York, New York 10017-3147, telephone: (212) 878-0600,
telecopy: (212) 878-9351 (Attention: President).
16. Choice of Law
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York in the United States, including choice
of law principles; provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or any applicable rules,
regulations or orders of the SEC.
17. Miscellaneous
(a) The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions herein or otherwise affect
their construction or effect.
(b) If any provision of this Agreement shall be held or made invalid
by a court decision, by statute or otherwise, the remainder of this Agreement
shall not be affected thereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
(c) Nothing herein shall be construed to make the Sub-Adviser an
agent of the Adviser or the Fund.
(d) This Agreement may be executed in counterparts, with the same
effect as if the signatures were upon the same instrument.
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Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.
Very truly yours,
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:_____________________________________
Name:
Title:
WARBURG, PINCUS GLOBAL POST-VENTURE
CAPITAL FUND, INC.
By:_____________________________________
Name:
Title:
ABBOTT CAPITAL MANAGEMENT, LLC
By:________________________________
Name:
Title:
12
DISTRIBUTION PLAN
This Distribution Plan (the "Plan") is adopted in accordance with
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act"), by each of the Warburg Pincus Funds (and the portfolios thereof) listed
in Exhibit A hereto (each a "Fund", and together the "Funds"), subject to the
following terms and conditions:
Section 1. Distribution Agreements; Annual Fee
Credit Suisse Asset Management, LLC, each Fund's investment adviser
("CSAM"), is authorized to execute and deliver written agreements ("Agreements")
in any form duly approved by the Board of Directors or Trustees, as the case may
be, of the Fund (the "Board") with broker-dealers, financial institutions,
institutional shareholders of record, retirement plans and service providers and
other financial intermediaries ("Service Organizations") relating to each Fund's
common stock or shares of beneficial interest, as the case may be, par value
$.001 per share, designated Advisor Class (the "Advisor Class"). Pursuant to an
Agreement, Service Organizations will be paid fees out of the assets of a Fund
by the Fund directly or by Credit Suisse Asset Management Securities, Inc.
("CSAMSI") on behalf of the Fund for providing (a) services primarily intended
to result in, or that are primarily attributable to, the sale of the Advisor
Class ("Distribution Services"), (b) shareholder servicing to their customers or
clients who are the record and/or the beneficial owners of the Advisor Class
("Customers") ("Shareholder Services") and/or (c) subtransfer agency,
subaccounting and administrative and accounting services to Customers
("Administrative Services"). A Service Organization will be paid fees under the
Plan calculated daily and paid monthly in arrears at an annual rate of up to
.50% of the average daily net assets of the Advisor Class held by or on behalf
of its Customers ("Customers' Shares") with respect to Distribution Services
and/or Administrative Services and may be paid fees calculated daily and paid
monthly in arrears at an annual rate of up to .25% of the average daily net
assets of Customers' Shares with respect to Shareholder Services.
Section 2. Services
The fees paid to Service Organizations under Section 1 of this Plan
with respect to Distribution Services, if any, will compensate Service
Organizations to cover certain expenses primarily intended to result in the sale
of the Advisor Class, including, but not limited to: (a) costs of payments made
to employees that engage in the distribution of Advisor Class; (b) payments made
to, and expenses of, persons who provide support services in connection with the
distribution of Advisor Class, including, but not limited to, office space and
equipment,
<PAGE>
telephone facilities, processing shareholder transactions and providing any
other shareholder services not otherwise provided by the Fund's distributor or
transfer agent; (c) costs relating to the formulation and implementation of
marketing and promotional activities, including, but not limited to, direct mail
promotions and television, radio, newspaper, magazine and other mass media
advertising and related travel and entertainment expenses; (d) costs of printing
and distributing prospectuses, statements of additional information and reports
of the Fund to prospective holders of the Advisor Class; (e) costs involved in
preparing, printing and distributing sales literature, advertisements and other
informational materials pertaining to a Fund and (f) costs involved in obtaining
whatever information, analyses and reports with respect to marketing and
promotional activities that the Fund may, from time to time, deem advisable.
The fees paid to Service Organizations under Section 1 of this Plan
with respect to Shareholder Services, if any, will compensate Service
Organizations for personal service and/or the maintenance of Customer accounts,
including but not limited to (a) responding to Customer inquiries, (b) providing
information on Customer investments and (c) providing other shareholder liaison
services.
The fees paid to Service Organizations under Section 1 of this Plan
with respect to Administrative Services, if any, will compensate Service
Organizations for administrative and accounting services provided to their
Customers, including, but not limited to: (a) accepting orders from Customers
for the purchase, exchange and redemption of the Advisor Class and aggregating
and communicating orders as instructed by the Fund's distributor; (b) disbursing
Fund dividends and distributions to Customers and/or providing for their
reinvestment in the Advisor Class; (c) preparing and distributing account
statements and Advisor Class transaction confirmations to Customers; (d)
arranging for settlement of Customer transactions, including arranging for bank
wires in accordance with each Fund's prospectus; (e) providing sub-accounting
services with respect to shares of the Advisor Class beneficially owned by
Customers, including maintaining records of dates and prices for all Advisor
Class transactions and Advisor Class balances; (f) forwarding shareholder
communications from each Fund (for example, proxies, shareholder reports, annual
and semi-annual financial statements and dividend, distribution and tax notices)
to Customers, if required by law and (g) providing other appropriate or
necessary services as may be incidental, normal and customary for service
providers performing substantially similar services.
Payments under this Plan are not tied exclusively to the expenses
for Shareholder Services, Distribution Services or Administrative Services
actually incurred by any Service Organization, and such payments may exceed
expenses actually incurred. Furthermore, any portion of any fee paid to CSAMSI
or to any of its affiliates by the Fund, or any of their past
-2-
<PAGE>
profits or other revenue, may be used in their sole discretion to provide
services to shareholders of the Fund or to foster distribution of the Advisor
Shares. CSAM or its affiliates may, from such entity's own resources, which may
include a fee it receives from a Fund, pay Service Organizations a fee (the
"Service Fee") for additional services provided or expenses incurred by the
Service Organization. The Service Fee payable to any particular Service
Organization is determined based upon a number of factors, including the nature
and quality of services provided, the operations processing requirements of the
relationship and the standardized fee schedule of the Service Organization.
Payments by a Fund under this Plan shall not be made to a Service Organization
with respect to services for which the Service Organization is otherwise
compensated by CSAM or its affiliates.
Section 3. Monitoring
CSAMSI shall monitor the arrangements pertaining to the Funds'
Agreements with Service Organizations.
Section 4. Selection of Certain Directors
While the Plan is in effect, the selection and nomination of each
Fund's Board members who are not interested persons of the Fund and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreements related to it (the "Independent Board members") will be committed to
the discretion of the Independent Board members then in office who are not
interested persons of the Fund.
Section 5. Approval by Shareholders
The Plan is effective with respect to a Fund, and fees are payable
in accordance with Section 1 of the Plan pursuant to the approval of the Plan by
a vote of at least a majority of the outstanding voting securities of the
Advisor Class of the Fund.
Section 6. Approval and Amendment of Plan
The Plan is effective with respect to a Fund, and payments under any
related agreement may be made pursuant to the approval of the Plan and such
agreement by a majority vote of both (a) the full Board of the Fund and (b) the
Independent Board members, cast in person at a meeting called for the purpose of
voting on the related agreement.
The Plan may not be amended to increase materially the amount of the
fees described in Section 1 above with respect to the Advisor Class without
approval of at least a majority of the outstanding voting securities of the
Advisor Class. In addition, all material amendments to the Plan must be approved
by the Fund's Board in the manner described in this Section.
-3-
<PAGE>
Section 7. Continuance of Plan; Reporting Obligations
The Plan will continue in effect with respect to a Fund for so long
as its continuance is specifically approved at least annually by the Fund's
Board in the manner described in Section 6 above.
In each year during which the Plan remains in effect, CSAMSI will
furnish to each Fund's Board, and the Board will review, at least quarterly,
written reports, which set out the amounts expended under the Plan and the
purposes for which those expenditures were made.
Section 8. Termination
The Plan may be terminated with respect to a Fund at any time by a
majority vote of the Independent Board members or by a majority of the
outstanding voting securities of the Advisor Class of the Fund.
Section 9. Preservation of Materials
Each Fund will preserve copies of the Plan, any agreement relating
to the Plan and any report made pursuant to Section 7 above, for a period of not
less than six years (the first two years in an easily accessible place) from the
date of the Plan, agreement or report.
Section 10. Meanings of Certain Terms
As used in the Plan, the terms "interested person" and "majority of
the outstanding voting securities" will be deemed to have the same meanings that
those terms have under the 1940 Act and the rules and regulations thereunder,
subject to any exemption that may be granted to the Fund under the 1940 Act by
the Securities and Exchange Commission.
-4-
<PAGE>
IN WITNESS WHEREOF, the Fund has executed the Plan as of _____ __,
1999.
WARBURG, PINCUS [ ] FUND, INC.
By:_____________________________________
Name: _______________________________
Title: ______________________________
Acknowledged this
day of ________, 1999
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By:________________________________
Name: __________________________
Title: _________________________
-5-
<PAGE>
EXHIBIT A
WARBURG PINCUS FUNDS
Warburg Pincus Central & Eastern Europe Fund
Warburg Pincus Emerging Markets II Fund
Warburg Pincus European Equity Fund
Warburg Pincus Global Telecommunications Fund
Warburg Pincus High Yield Fund
Warburg Pincus International Growth Fund
Warburg Pincus Long-Short Equity Fund
Warburg Pincus Long-Short Market Neutral Fund
Warburg Pincus Municipal Bond Fund
Warburg Pincus Select Economic Value Equity Fund
Warburg Pincus Strategic Global Fixed Income Fund
Warburg Pincus U.S. Core Equity Fund
Warburg Pincus U.S. Core Fixed Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Capital Appreciation Fund
Warburg Pincus Emerging Growth Fund
Warburg Pincus Emerging Markets Fund
Warburg Pincus Fixed Income Fund
Warburg Pincus Global Fixed Income Fund
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Growth & Income Fund
Warburg Pincus Health Sciences Fund
Warburg Pincus Intermediate Maturity Government Fund
Warburg Pincus New York Intermediate Municipal Fund
Warburg Pincus International Equity Fund
Warburg Pincus International Small Company Fund
Warburg Pincus Major Foreign Markets Fund
Warburg Pincus Japan Growth Fund
Warburg Pincus Japan Small Company Fund
Warburg Pincus Post-Venture Capital Fund
Warburg Pincus Small Company Growth Fund
Warburg Pincus Small Company Value Fund
Warburg Pincus Cash Reserve Fund
Warburg Pincus New York Tax Exempt Fund
Warburg Pincus WorldPerks Money Market Fund
Warburg Pincus WorldPerks Tax Free Money Market Fund
-6-
DISTRIBUTION AGREEMENT
____ __, 1999
Credit Suisse Asset Management Securities, Inc.
466 Lexington Avenue
New York, New York 10017-3147
Ladies and Gentlemen:
This is to confirm that, in consideration of the agreements
hereinafter contained, each of the Warburg Pincus Funds (and the portfolios
thereof) listed in Exhibit A hereto (each a "Fund", and together, the "Funds")
have agreed that Credit Suisse Asset Management Securities, Inc. ("CSAMSI")
shall be, for the period of this Agreement, the distributor of shares of common
stock or beneficial interest, as the case may be, of each Fund, par value $.001
per share (the "Shares"). The Fund's classes of Shares shall be designated as in
the Fund's Articles of Incorporation or Declaration of Trust, as applicable.
1. Services as Distributor
1.1 CSAMSI will be the "principal underwriter" of the Shares (as
defined in the Investment Company Act of 1940, as amended (the "1940 Act")), and
as such, will act as agent for the distribution of all classes of the Shares
covered by each Fund's registration statement on Form N-1A, under the Securities
Act of 1933, as amended (the "1933 Act"), and the 1940 Act (the registration
statement, together with the prospectuses (the "prospectus") and statement of
additional information (the "statement of additional information") included as
part of the registration statement, any amendments to the registration
statement, and any supplements to, or material incorporated by reference into
the prospectus or statement of additional information, being referred to
collectively in this Agreement as the "Registration Statement").
1.2 CSAMSI agrees to use appropriate efforts to solicit orders for
the sale of the Shares at such prices and on the terms and conditions set forth
in the Registration Statement. CSAMSI agrees to file with all necessary
regulatory authorities, such as the National Association of Securities Dealers,
Inc. (the "NASD") and the Securities and Exchange Commission (the "SEC"), such
advertising and sales literature as has been previously approved by the Funds.
CSAMSI agrees that it will have legal responsibility under all applicable laws,
rules and regulations, including the rules and regulations of the SEC and the
NASD, for
<PAGE>
the form and use of all advertising and sales literature for the Funds which
CSAMSI prepares, uses, approves for use and/or files with the SEC and/or the
NASD.
1.3 All activities by CSAMSI as distributor of the Shares shall
comply with all applicable laws, rules and regulations, including, without
limitation, all rules and regulations made or adopted by the SEC or by any
securities association registered under the Securities Exchange Act of 1934, as
amended.
1.4 CSAMSI agrees to (a) provide one or more persons during normal
business hours to respond to telephone questions concerning the Funds and their
respective performance, (b) accept purchase, redemption and exchange orders by
telephone or other appropriate means as agreed to with the Funds in accordance
with the pricing and other terms in each Registration Statement, (c) provide
prospectuses and application forms of other Warburg Pincus Funds upon request,
(d) enter into distribution and service agreements with broker-dealers and other
financial intermediaries, and (e) perform such other services as the parties may
agree from time to time. CSAMSI will act only on its own behalf as principal
should it choose to enter into distribution or service agreements but agrees not
to enter into any such agreements without the prior written consent of a duly
authorized Fund officer.
1.5 CSAMSI acknowledges that, whenever in the judgment of a Fund's
officers such action is warranted for any reason, including, without limitation,
market, economic or political conditions, those officers may direct CSAMSI to
decline to accept any orders for, or make any sales of, any class of the Shares
until such time as those officers deem it advisable to accept such orders and to
make such sales. In addition, CSAMSI acknowledges that, whenever in the judgment
of a Fund's officers any person or group is likely to engage in excessive
trading, those officers may direct CSAMSI to decline to accept any particular
order to purchase shares of the Fund, including purchase by exchange.
1.6 CSAMSI will transmit any orders received by it for purchase,
redemption or exchange of the Shares to State Street Bank and Trust Company
("State Street"), the Funds' transfer and dividend disbursing agent, or its
delegate or successor of which CSAMSI is notified in writing. A Fund will
promptly advise CSAMSI of the determination to cease accepting orders or selling
any class of the Shares or to recommence accepting orders or selling any class
of the Shares. Each Fund (or its agent) will confirm orders for the Shares
placed through CSAMSI, and will make appropriate book entries pursuant to the
instructions of CSAMSI. CSAMSI agrees to cause any payment for Shares received
by it and any instructions as to book entries received by it to be delivered
promptly to the relevant Fund (or its agent).
-2-
<PAGE>
1.7 CSAMSI will prepare and deliver such quarterly reports as
requested by each Fund's governing board of directors or trustees, as the case
may be (the "Board"), and otherwise from time to time as requested by the Fund.
Such reports shall be substantially in the form requested by the Fund. If
requested by the Fund, one or more appropriate CSAMSI representatives shall
attend Board meetings at the expense of CSAMSI.
2. Duties of the Fund
2.1 Each Fund agrees at its own expense to execute any and all
documents, to furnish any and all information and to take any other actions that
may be reasonably necessary in connection with the sale of the Shares in those
states that CSAMSI may designate.
2.2 Each Fund shall from time to time furnish for use in connection
with the sale of the Shares, such informational reports with respect to the Fund
and the Shares as CSAMSI may reasonably request, all of which shall be signed by
one or more of the Fund's duly authorized officers; and the Fund warrants that
the statements contained in any such reports, when so signed by one or more of
the Fund's officers, shall be true and correct. Each Fund shall also furnish
CSAMSI upon request with: (a) annual audits of the Fund's books and accounts
made by independent public accountants regularly retained by the Fund, (b)
semiannual unaudited financial statements pertaining to the Fund, (c) a monthly
itemized list of the securities held by the Fund, (d) monthly balance sheets and
(e) such additional information regarding the Fund's financial condition as
CSAMSI may from time to time reasonably request.
3. Representations and Warranties
3.1 Each Fund represents and warrants to CSAMSI that the Fund's
current Registration Statement (a) includes all statements required to be
contained therein in conformity with the 1933 Act, the 1940 Act and the rules
and regulations of the SEC; (b) only contains statements of fact that will be
true and correct when such Registration Statement becomes effective; and (c)
will not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading. CSAMSI may, but shall not be obligated to, propose from
time to time such amendment or amendments to any Registration Statement and such
supplement or supplements to any prospectus or statement of additional
information as may, in the opinion of CSAMSI's counsel, be necessary or
advisable. If a Fund shall not propose such amendment or amendments and/or
supplement or supplements within fifteen (15) days after receipt by the Fund of
a written request from CSAMSI to do so, CSAMSI may, at its option, terminate
this Agreement. A Fund shall not file any amendment to any Registration
Statement or supplement to any prospectus or statement of additional information
without giving CSAMSI
-3-
<PAGE>
reasonable notice thereof in advance; provided, however, that nothing contained
in this Agreement shall in any way limit a Fund's right to file at any time such
amendments to any Registration Statement and/or supplements to any prospectus or
statement of additional information with respect to any class of the Shares, of
whatever character, as the Fund may deem advisable, such right being in all
respects absolute and unconditional.
4. Effectiveness of Registration
None of the Shares shall be offered by either CSAMSI or a Fund under
any of the provisions of this Agreement and no orders for the purchase or sale
of any class of the Shares shall be accepted by CSAMSI if and so long as the
effectiveness of the Registration Statement shall be suspended under any of the
provisions of the 1933 Act or if and so long as a current prospectus is not on
file with the SEC; provided, however, that nothing contained in this Section 4
shall in any way restrict or have an application to or bearing upon the Fund's
obligation to repurchase its shares from any shareholder in accordance with the
provisions of the Registration Statement.
5. Indemnification
5.1 Each Fund agrees to indemnify, defend and hold CSAMSI, its
several officers and directors, and any person who controls CSAMSI within the
meaning of Section 15 of the 1933 Act (collectively, "CSAMSI Indemnified
Persons"), free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which CSAMSI Indemnified Persons, may incur arising out of or based
upon (a) any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement relating to such Fund; (b) any omission
or alleged omission to state a material fact required to be stated in any
Registration Statement relating to such Fund or necessary to make the statements
in any Registration Statement relating to such Fund not misleading; provided,
however, that each Fund's agreement to indemnify CSAMSI Indemnified Persons
shall not be deemed to cover any claims, demands, liabilities or expenses
arising out of or based upon any statements or representations made by CSAMSI or
its representatives or agents that are inconsistent with or vary from statements
and representations contained in any Registration Statement relating to such
Fund and in such financial and other statements relating to such Fund as are
furnished to CSAMSI pursuant to Section 2.2 hereof; (c) the breach by a Fund of
this Agreement. A Fund's agreement to indemnify CSAMSI Indemnified Persons and a
Fund's representations and warranties hereinbefore set forth in Section 3.1
shall not be deemed to cover any liability to such Fund or its shareholders to
which CSAMSI Indemnified Persons would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in
-4-
<PAGE>
the performance of their duties, or by reason of CSAMSI's reckless disregard of
its obligations and duties under this Agreement. Each Fund's agreement to
indemnify CSAMSI Indemnified Persons as aforesaid, is expressly conditioned upon
the Fund being notified of any action brought against CSAMSI Indemnified Persons
within ten (10) days after the summons or other first legal process shall have
been served. The failure to so notify a Fund of any such action shall not
relieve the Fund from any liability that the Fund may have to the CSAMSI
Indemnified Person by reason of any such untrue or alleged untrue statement or
omission or alleged omission otherwise than on account of the Fund's indemnity
agreement contained in this Section 5.1. Each Fund's indemnification agreement
contained in this Section 5.1 and each Fund's representations and warranties in
this Agreement shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of any CSAMSI Indemnified Person, and
shall survive the delivery of any of the Shares and termination of this
Agreement. This agreement of indemnity will inure exclusively to CSAMSI's
benefit, to the benefit of its several officers and directors, and their
respective estates, and to the benefit of the controlling persons and their
successors.
5.2 CSAMSI agrees to indemnify, defend and hold each Fund, the
Funds' investment adviser(s) (the "Adviser"), their several officers and
directors, and any person who controls a Fund or the Adviser within the meaning
of Section 15 of the 1933 Act (collectively, "Fund Indemnified Persons"), free
and harmless from and against any and all claims, demands, liabilities and
expenses (including the costs of investigating or defending such claims, demands
or liabilities and any counsel fees incurred in connection therewith) which Fund
Indemnified Persons may incur, but only to the extent that such liability or
expense incurred by the Fund Indemnified Persons resulting from such claims or
demands shall arise out of or be based upon (a) any sales literature,
advertisements, information, statements or representations issued or made by
CSAMSI without the prior written consent of the Fund or its agent, (b) any
untrue or alleged untrue statement of a material fact contained in information
furnished in writing by CSAMSI to a Fund specifically for use in the
Registration Statement relating to such Fund, (c) any omission or alleged
omission to state a material fact in connection with such information required
or necessary to make such information not misleading or (d) the breach by CSAMSI
of this Agreement. CSAMSI's agreement to indemnify a Fund Indemnified Person, as
aforesaid, is expressly conditioned upon CSAMSI's being notified of any action
brought against the Fund Indemnified Person, such notification to be given in
writing by the Fund Indemnified Person against whom such action is brought,
within ten (10) days after the summons or other first legal process shall have
been served. The failure to so notify CSAMSI of any such action shall not
relieve CSAMSI from any liability that CSAMSI may have to the Fund Indemnified
Person by reason of any such untrue or alleged untrue statement or omission or
-5-
<PAGE>
alleged omission otherwise than on account of CSAMSI's indemnity agreement
contained in this Section 5.2.
5.3 In case any action shall be brought against any indemnified
party under Section 5.1 or 5.2, and it shall timely notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate in, and, to the extent that it shall wish to do so, to assume the
defense thereof with counsel satisfactory to such indemnified party. If the
indemnifying party opts to assume the defense of such action, the indemnifying
party will not be liable to the indemnified party for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than (a) reasonable costs of investigation or the
furnishing of documents or witnesses and (b) all reasonable fees and expenses of
separate counsel to such indemnified party if (i) the indemnifying party and the
indemnified party shall have agreed to the retention of such counsel or (ii) the
indemnified party shall have reasonably concluded that representation of the
indemnifying party and the indemnified party by the same counsel would be
inappropriate due to actual or potential differing interests between them in the
conduct of the defense of such action.
6. Notice to CSAMSI
Each Fund agrees to advise CSAMSI immediately in writing:
(a) of any request by the SEC for amendments to the Registration
Statement relating to such Fund then in effect with respect to any class
of the Shares or for additional information;
(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement relating to
such Fund then in effect with respect to any class of the Shares or the
initiation of any proceeding for that purpose;
(c) of the happening of any event that makes untrue any statement of
a material fact made in the Registration Statement relating to such Fund
then in effect with respect to any class of the Shares or that requires
the making of a change in such Registration Statement in order to make the
statements therein not misleading; and
(d) of the commencement of any litigation or proceedings against the
Fund or any of its officers or Board members in connection with the
issuance and sale of any class of the Shares.
-6-
<PAGE>
7. Amendments; Assignments
This Agreement may be amended only by written agreement signed by
CSAMSI and each Fund. To the extent that a written amendment pursuant to this
Section is signed by some but not all of the Funds, such amendment shall be
effective only with respect to the Funds that signed such written amendment.
This Agreement may not be assigned by either party without the prior
written consent of the other party. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act).
8. Term of Agreement
This Agreement shall continue for an initial period of two years and
thereafter shall continue automatically for successive annual periods with
respect to a Fund, provided such continuance is specifically approved at least
annually by (a) a vote of a majority of the Fund's Board or (b) a vote of a
majority (as defined in the 1940 Act) of the Fund's outstanding voting
securities, provided that its continuance is also approved by a vote of a
majority of the Fund's Board members who are not interested persons (as defined
in the 1940 Act) 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 by a Fund without penalty (a) on sixty (60) days' written notice, by
a vote of a majority of the Fund's Board or by vote of a majority (as defined in
the 1940 Act) of the Fund's outstanding voting securities, or (b) on one hundred
twenty (120) days' written notice by CSAMSI.
9. Notices
All notices required to be given pursuant to this Agreement shall be
in writing, delivered by messenger or express mail or courier service addressed
as follows:
If to CSAMSI:
Credit Suisse Asset Management Securities, Inc.
466 Lexington Avenue
New York, New York 10017-3147
Attn:________________________
If to a Fund:
c/o Credit Suisse Asset Management, LLC
153 East 53rd Street
New York, New York 10022
Attn: Hal Liebes, Esq.
Any such notice shall be deemed to have been duly given or made when
delivered to the addresses set forth above (a) on the
-7-
<PAGE>
date of delivery if sent by hand or (b) on the designated date of delivery if
sent by express mail or courier service.
10. 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.
11. 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.
12. Counterparts
This Agreement may be executed in counterparts, each of which shall
be deemed an original.
13. 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.
-8-
<PAGE>
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.
Very truly yours,
WARBURG, PINCUS [ ] FUND, INC.
By:_____________________________________
Name: _______________________________
Title: ______________________________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.
By:________________________________
Name: __________________________
Title: _________________________
-9-
<PAGE>
EXHIBIT A
WARBURG PINCUS FUNDS
Warburg Pincus Central & Eastern Europe Fund
Warburg Pincus Emerging Markets II Fund
Warburg Pincus European Equity Fund
Warburg Pincus Global Telecommunications Fund
Warburg Pincus High Yield Fund
Warburg Pincus International Growth Fund
Warburg Pincus Long-Short Equity Fund
Warburg Pincus Long-Short Market Neutral Fund
Warburg Pincus Municipal Bond Fund
Warburg Pincus Select Economic Value Equity Fund
Warburg Pincus Strategic Global Fixed Income Fund
Warburg Pincus U.S. Core Equity Fund
Warburg Pincus U.S. Core Fixed Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Capital Appreciation Fund
Warburg Pincus Emerging Growth Fund
Warburg Pincus Emerging Markets Fund
Warburg Pincus Fixed Income Fund
Warburg Pincus Global Fixed Income Fund
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Growth & Income Fund
Warburg Pincus Health Sciences Fund
Warburg Pincus Institutional Fund
Emerging Markets Portfolio
International Equity Portfolio
Japan Growth Portfolio
Post-Venture Capital Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Value Portfolio
Warburg Pincus Intermediate Maturity Government Fund
Warburg Pincus New York Intermediate Municipal Fund
Warburg Pincus International Equity Fund
Warburg Pincus International Small Company Fund
Warburg Pincus Major Foreign Markets Fund
Warburg Pincus Japan Growth Fund
Warburg Pincus Japan Small Company Fund
Warburg Pincus Post-Venture Capital Fund
Warburg Pincus Small Company Growth Fund
Warburg Pincus Small Company Value Fund
Warburg Pincus Cash Reserve Fund
Warburg Pincus New York Tax Exempt Fund
-10-
<PAGE>
Warburg Pincus WorldPerks Money Market Fund
Warburg Pincus WorldPerks Tax Free Money Market Fund
Warburg Pincus Trust
Emerging Growth Portfolio
Emerging Markets Portfolio
Growth & Income Portfolio
International Equity Portfolio
Post-Venture Capital Portfolio
Small Company Growth Portfolio
Warburg Pincus Trust II
Fixed Income Portfolio
Global Fixed Income Portfolio
-11-
SHAREHOLDER SERVICING AND DISTRIBUTION PLAN
This Shareholder Servicing and Distribution Plan ("Plan") is adopted
pursuant to Rule 12b-1 (the "Rule") under the Investment Company Act of 1940, as
amended (the "1940 Act"), by each of the Warburg Pincus Funds (and the
portfolios thereof) listed in Exhibit A hereto (each a "Fund", and together the
"Funds"), with respect to the common stock or shares of beneficial interest, as
the case may be, par value $.001 per share, of each Fund designated Common Class
(the "Common Class") subject to the following terms and conditions:
Section 1. Amount of Payments
Each Fund will pay Credit Suisse Asset Management Securities, Inc.
("CSAMSI"), a corporation organized under the laws of the State of New York, for
shareholder servicing and distribution services provided to the Common Class,
fees of up to .25% of the value of the average daily net assets of the Common
Class. Fees to be paid with respect to the Fund under this Plan will be
calculated daily and paid quarterly in arrears by each Fund.
Section 2. Services Payable under the Plan
(a) The fees described above payable with respect to each Fund's
Common Class are intended to compensate CSAMSI, or enable CSAMSI to compensate
other persons ("Service Providers") for providing (i) ongoing servicing and/or
maintenance of the accounts of holders of the Common Class ("Shareholder
Services"); (ii) services that are primarily intended to result in, or that are
primarily attributable to, the sale of the Common Class ("Selling Services",
together with Shareholder Services, "Services"). Shareholder Services may
include, among other things, responding to Fund shareholder inquiries and
providing services to shareholders not otherwise provided by the Fund's
distributor or transfer agent. Selling Services may include, but are not limited
to: the printing and distribution to prospective investors in the Common Class
of prospectuses and statements of additional information describing a Fund; the
preparation, including printing, and distribution of sales literature,
advertisements and other informational materials relating to the Common Class;
providing telephone services relating to a Fund, including responding to
inquiries of prospective Fund investors; formulating and implementing marketing
and promotional activities, including, but not limited to, direct mail
promotions and television, radio, newspaper, magazine and other mass media
advertising and obtaining whatever information, analyses and reports with
respect to marketing and promotional activities that the Fund may, from time to
time, deem advisable. In providing
<PAGE>
compensation for Services in accordance with this Plan, CSAMSI is expressly
authorized (i) to make, or cause to be made, payments to Service Providers
reflecting an allocation of overhead and other office expenses related to
providing Services and (ii) to make, or cause to be made, payments to compensate
selected dealers or other authorized persons for providing any Services.
(b) Payments under this Plan are not tied exclusively to the
expenses for Services actually incurred by CSAMSI or any Service Provider, and
such payments may exceed expenses actually incurred. Furthermore, any portion of
any fee paid to CSAMSI or to any of its affiliates by a Fund, or any of their
past profits or other revenue, may be used in their sole discretion to provide
services to shareholders of a Fund or to foster distribution of the Common
Class.
Section 3. Additional Payments
CSAMSI, the Fund's investment adviser (the "Investment Adviser") or
an affiliate of either may from any such entity's own resources, which may
include a fee it received from the Fund, pay a fee (the "Service Fee") to
certain broker-dealers, financial institutions, recordkeeping organizations and
other financial intermediaries ("Service Organizations") for providing
administration, subaccounting, transfer agency and/or other services with
respect to holders of the Common Class. A portion of the Service Fee may be
borne by the Funds. The Service Fee payable to any one Service Organization is
determined based upon a number of factors, including the nature and quality of
service provided, the operations processing requirements of the relationship and
the standardized fee schedule of the Service Organization.
Section 4. Selection of Certain Directors
While this Plan is in effect with respect to the Fund, the selection
and nomination of members of each Fund's Board of Directors or Trustees, as the
case may be (the "Board") who are not interested persons of the Fund and who
have no direct or indirect financial interest in the operation of this Plan or
in any agreements related to it (the "Independent Board members") will be
committed to the discretion of the Independent Board members then in office.
Section 5. Approval and Amendment of Plan
Neither this Plan nor any related agreements will take effect with
respect to a Fund until approved by a majority of (a) the outstanding voting
securities of the Common Class of the Fund, (b) the full Board of the Fund and
(c) the Independent Directors, cast in person at a meeting called for the
purpose of voting on this Plan and the related agreements.
-2-
<PAGE>
This Plan may not be amended to increase materially the amount of
the fees described in Section 1 above with respect to the Common Class without
approval of at least a majority of the outstanding voting securities of the
Common Class. In addition, all material amendments to this Plan must be approved
in the manner described in Section 5(b) and 5(c) above.
Section 6. Continuance of Plan; Reporting Obligations
This Plan will continue in effect with respect to the Common Class
from year to year so long as its continuance is specifically approved annually
by vote of each Fund's Board in the manner described in Section 5(b) and 5(c)
above. The Fund's Board will evaluate the appropriateness of this Plan and its
payment terms on a continuing basis and in doing so will consider all relevant
factors, including the types and extent of Services provided by CSAMSI and/or
Service Providers and amounts CSAMSI and/or Service Providers receive under this
Plan.
Any person authorized to direct the disposition of monies paid or
payable by a Fund pursuant to this Plan or any related agreement will prepare
and furnish to the Fund's Board, and the Board will review, at least quarterly,
written reports, complying with the requirements of the Rule, which set out the
amounts expended under this Plan and the purposes for which those expenditures
were made.
Section 7. Termination
This Plan may be terminated at any time with respect to the Common
Class of a Fund by vote of a majority of the Independent Board members or by a
vote of a majority of the outstanding voting securities of the Common Class of
the Fund.
Section 8. Preservation of Materials
Each Fund will preserve copies of this Plan, any agreement relating
to this Plan and any report made pursuant to Section 5 above, for a period of
not less than six years (the first two years in an easily accessible place) from
the date of this Plan, the agreement or the report.
Section 9. Meaning of Certain Terms
As used in this Plan, the terms "interested person" and "majority of
the outstanding voting securities " will be deemed to have the same meanings
that those terms have under the 1940 Act and the rules and regulations under the
1940 Act, subject to any exemption that may be granted to the Fund under the
1940 Act by the Securities and Exchange Commission.
-3-
<PAGE>
IN WITNESS WHEREOF, each Fund has executed this Plan as of the _st
day of ____, 1999.
WARBURG, PINCUS [ ]
By:_____________________________________
Name: __________________________________
Title: _________________________________
-4-
<PAGE>
EXHIBIT A
WARBURG PINCUS FUNDS
Warburg Pincus Central & Eastern Europe Fund
Warburg Pincus Emerging Markets II Fund
Warburg Pincus European Equity Fund
Warburg Pincus Global Telecommunications Fund
Warburg Pincus High Yield Fund
Warburg Pincus International Growth Fund
Warburg Pincus Long-Short Equity Fund
Warburg Pincus Long-Short Market Neutral Fund
Warburg Pincus Municipal Bond Fund
Warburg Pincus Select Economic Value Equity Fund
Warburg Pincus Strategic Global Fixed Income Fund
Warburg Pincus U.S. Core Equity Fund
Warburg Pincus U.S. Core Fixed Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Capital Appreciation Fund
Warburg Pincus Emerging Growth Fund
Warburg Pincus Emerging Markets Fund
Warburg Pincus Fixed Income Fund
Warburg Pincus Global Fixed Income Fund
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Growth & Income Fund
Warburg Pincus Health Sciences Fund
Warburg Pincus Intermediate Maturity Government Fund
Warburg Pincus New York Intermediate Municipal Fund
Warburg Pincus International Equity Fund
Warburg Pincus International Small Company Fund
Warburg Pincus Major Foreign Markets Fund
Warburg Pincus Japan Growth Fund
Warburg Pincus Japan Small Company Fund
Warburg Pincus Post-Venture Capital Fund
Warburg Pincus Small Company Growth Fund
Warburg Pincus Small Company Value Fund
Warburg Pincus Cash Reserve Fund
Warburg Pincus New York Tax Exempt Fund
Warburg Pincus WorldPerks Money Market Fund
Warburg Pincus WorldPerks Tax Free Money Market Fund
-5-
WARBURG PINCUS FUNDS
Rule 18f-3 Plan
Rule 18f-3 (the "Rule") under the Investment Company Act of 1940, as
amended (the "1940 Act"), requires that the Board of an investment company
desiring to offer multiple classes pursuant to the Rule adopt a plan setting
forth the separate arrangement and expense allocation of each class (a "Class"),
and any related conversion features or exchange privileges. The differences in
distribution arrangements and expenses among these classes of shares, and the
exchange features of each class, are set forth below in this Plan, which is
subject to change, to the extent permitted by law and by the governing documents
of each fund that adopts this Plan (the "Fund" and together the "Funds"), by
action of the governing Board of the Fund.
The governing Board, including a majority of the non-interested Board
members, of each Fund, or series thereof, which desires to offer multiple
classes has determined that the following Plan is in the best interests of each
class individually and the Fund as a whole:
1. Class Designation. Shares of a Fund or series of a Fund may be divided
into Common Shares and Advisor Shares.
2. Differences in Services. Credit Suisse Asset Management Securities,
Inc. ("CSAMSI") will provide administrative services with respect to holders of
Common Shares and Advisor Shares of each Fund. CSAMSI will also provide, or
enter into agreements with other parties to provide, shareholder servicing
and/or distribution services to holders of Common Shares. CSAMSI may compensate
financial-services firms such as banks, brokers and financial advisers
("Institutions") that provide distribution services, shareholder services and/or
administrative and accounting services to or on behalf of their clients or
customers who beneficially own Advisor Shares.
3. Differences in Distribution Arrangements.
Common Shares. Common Shares are sold to the general public and are
subject to distribution fees in accordance with a Shareholder Servicing and
Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act, under which
Funds pay CSAMSI .25% per annum for services under that Plan. Specified minimum
initial and subsequent purchase amounts are applicable to the Common Shares.
Common Shares are also available through certain Institutions that may or may
not charge their customers
<PAGE>
transaction or other fees in connection with investing in Common Shares. Certain
features of a fund, such as the minimum initial or subsequent investment
amounts, may be modified for investments through Institutions. CSAMSI may pay
certain Institutions a fee based on the value of accounts maintained by such
Institutions in Common Shares of a Fund.
Advisor Shares. Advisor Shares are available for purchase through
Institutions. Advisor Shares may be charged a shareholder service fee (the
"Shareholder Service Fee") payable at an annual rate of up to .25%, and a
distribution and/or administrative services fee (the "Distribution Service Fee")
payable at an annual rate of up to .50%, of the average daily net assets of such
Class under a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940
Act. Payments may be made to an Institution directly out of the assets of the
Fund or by CSAMSI on the Fund's behalf. Additional payments may be made by
CSAMSI, a Fund's investment adviser (the "Adviser") or an affiliate of either
from time to time to Institutions for providing distribution, administrative,
accounting and/or other services with respect to Advisor Shares. Payments by the
Fund shall not be made to an Institution pursuant to the Plan with respect to
services for which Institutions are otherwise compensated by CSAMSI or an
affiliate thereof. There is no minimum amount of initial or subsequent purchases
of Advisor Shares.
General. Payments may be made to organizations, the customers or clients
of which invest in a Fund's Common Shares or Advisor Shares, by CSAMSI, the
Adviser or an affiliate of either from such entity's own resources, which may
include a fee it receives from the Fund.
4. Expense Allocation. The following expenses shall be allocated, to the
extent practicable, on a Class-by-Class basis: (a) fees under the Shareholder
Servicing and Distribution Plan or Distribution Plan, as applicable; and (b)
expenses incurred in connection with shareholders' meetings as a result of
issues relating to a specific Class.
The distribution, administrative and shareholder servicing fees and other
expenses listed above which are attributable to a particular Class are charged
directly to the net assets of the particular Class and, thus, are borne on a pro
rata basis by the outstanding shares of that Class; provided, however, that
money market funds and other funds making daily distributions of their net
investment income may allocate these items to each share regardless of class or
on the basis of relative net assets (settled shares), applied in each case
consistently.
<PAGE>
5. Conversion Features. No Class shall be subject to any automatic
conversion feature.
6. Exchange Privileges. Shares of a Class shall be exchangeable only for
(a) shares of the same Class of other investment companies that hold themselves
out to investors as part of the Warburg Pincus family of funds and (b) shares of
certain other investment companies specified from time to time.
7. Additional Information. This Plan is qualified by and subject to the
terms of the then current prospectus for the applicable Class; provided,
however, that none of the terms set forth in any such prospectus shall be
inconsistent with the terms of the Classes contained in this Plan. The
prospectus for each Class contains additional information about that Class and
the applicable Fund's multiple class structure.
Dated: October 26, 1999
November 4, 1999
Warburg, Pincus Global Post-Venture Capital Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
We have acted as counsel to Warburg, Pincus Global Post-Venture Capital Fund,
Inc., a Maryland corporation (the "Global Fund"), in connection with the
proposed acquisition by the Global Fund of all or substantially all of the
assets and liabilities of Warburg, Pincus Post-Venture Capital Fund, Inc., a
Maryland corporation (the "Fund"), in exchange for shares of common stock of the
Global Fund (the "Shares"), pursuant to an Agreement and Plan of Reorganization,
to be executed by the Global Fund and by the Fund (the "Plan").
We have examined the Global Fund's Registration Statement on Form N-14
substantially in the form in which it is to become effective (the "Registration
Statement"), the Global Fund's Articles of Incorporation and Bylaws, and the
Plan.
We have also examined and relied upon other documents and certificates with
respect to factual matters as we have deemed necessary to render the opinions
expressed herein. We have assumed, without independent verification, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with originals of all documents submitted to us
as copies. We have further assumed that the Plan will constitute the legal,
valid and binding obligation of the Fund, enforceable against the Fund in
accordance with its terms.
We are members of the bar of the State of New York and do not purport to be
experts on, or to express any opinion herein, concerning any law, other than the
laws of the State of New York and the federal laws of the United States of
America. Anything in this opinion to the contrary notwithstanding, we render or
imply no opinion with respect to compliance with any applicable securities or
anti-fraud statutes, rules, regulations or other similar laws of any state
(including the State of Maryland) or the United States of America. In rendering
the opinions herein, we assume that there will be no
<PAGE>
material changes in the facts and conditions on which we base such opinions
between the date hereof and the time of issuance of the Global Fund's Shares
pursuant to the Plan.
Based upon the foregoing, we are of the opinion that:
(a) The Global Fund is a duly organized corporation validly existing
under the laws of the State of Maryland;
(b) The Shares of the Global Fund to be issued as contemplated in the
Plan have been duly authorized, and, subject to the receipt by the
Global Fund of consideration equal to the net asset value thereof
(but in no event less than the par value thereof), when issued in
accordance with the Plan, will be validly issued, fully paid and
nonassessable Shares of the Global Fund under the laws of the State
of Maryland.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus/Proxy
Statement included as part of the Registration Statement and to the filing of
this opinion as an exhibit to any application made by or on behalf of the Global
Fund or any distributor or dealer in connection with the registration or
qualification of the Global Fund or the Shares under the securities laws of any
state or other jurisdiction.
This opinion is furnished by us as counsel to the Global Fund, is solely for the
benefit of the Global Fund and its Directors and its officers in connection with
the above described acquisition of assets and may not be relied upon for any
other purpose or by any other person.
Very truly yours,
/s/ Willkie Farr & Gallagher
__________, 1999
Warburg, Pincus Post-Venture Capital Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Warburg, Pincus Global Post-Venture Capital Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
You have asked us for our opinion concerning certain federal income tax
consequences to (a) Warburg, Pincus Post-Venture Capital Fund, Inc., a Maryland
corporation (the "Fund"), (b) Warburg, Pincus Global Post-Venture Capital Fund,
Inc., a Maryland corporation (the "Global Fund"), and (c) holders of shares of
common stock in the Fund ("Fund Shareholders") when Fund Shareholders receive
shares of common stock of the Global Fund (the "Global Fund Shares") in exchange
for their interests in the Fund pursuant to an acquisition by the Global Fund of
all or substantially all of the assets of the Fund in exchange for the Global
Fund Shares and the assumption by the Global Fund of liabilities of the Fund
(the "Reorganization"), all pursuant to an agreement and plan of reorganization.
We have reviewed such documents and materials as we have considered necessary
for the purpose of rendering this opinion. In rendering this opinion, we have
assumed that such documents as yet unexecuted will, when executed, conform in
all material respects to the proposed forms of such documents that we have
examined. In addition, we have assumed the genuineness of all signatures, the
capacity of each party executing a document so to execute that document, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified or photostatic
copies.
We have made inquiry as to the underlying facts which we considered to be
relevant to the conclusions set forth in this letter. The opinions expressed in
this letter are based upon certain factual statements relating to the Fund and
the Global Fund set forth in the Registration Statement on Form N-14 (the
"Registration Statement") filed by the Global Fund with the
<PAGE>
Securities and Exchange Commission and representations made in letters
from the Fund and the Global Fund addressed to us for our use in rendering
this opinion. We have no reason to believe that these representations and
facts are not valid, but we have not attempted to verify independently any
of these representations and facts, and this opinion is based upon the
assumption that each of them is accurate. Capitalized terms used herein
and not otherwise defined shall have the meaning given them in the
Registration Statement.
The conclusions expressed herein are based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations issued thereunder, published
rulings and procedures of the Internal Revenue Service and judicial decisions,
all as in effect on the date of this letter.
Based upon the foregoing, we are of the opinion that for federal income tax
purposes:
(a) The transfer of all or substantially all of the Fund's assets in
exchange for the Global Fund Shares and the assumption by the Global
Fund of liabilities of the Fund, and the distribution of such Global
Fund Shares to shareholders of the Fund in exchange for their shares
of the Fund, will constitute a "reorganization" within the meaning
of Section 368(a) of the Code, and the Global Fund and the Fund will
each be a "party to a reorganization" within the meaning of Section
368(b) of the Code;
(b) no gain or loss will be recognized by the Global Fund on the receipt
of the assets of the Fund solely in exchange for the Global Fund
Shares and the assumption by the Global Fund of liabilities of the
Fund;
(c) no gain or loss will be recognized by the Fund upon the transfer of
the Fund's assets to the Global Fund in exchange for the Global Fund
Shares and the assumption by the Global Fund of liabilities of the
Fund or upon the distribution of the Global Fund Shares to the
Fund's shareholders in exchange for their shares of the Fund;
(d) no gain or loss will be recognized by shareholders of the Fund upon
the exchange of their Fund shares for the Global Fund Shares or upon
the assumption by the Global Fund of liabilities of the Fund;
(e) the aggregate tax basis for the Global Fund Shares received by each
of the Fund's shareholders pursuant to the Reorganization will be
the same as the
<PAGE>
aggregate tax basis of the Fund shares held by such shareholder
immediately prior to the Reorganization, and the holding period of
the Global Fund Shares to be received by each Fund shareholder will
include the period during which the Fund shares exchanged therefor
were held by such shareholder (provided that the Fund shares were
held as capital assets on the date of the Reorganization); and
(f) the tax basis of the Fund's assets acquired by the Global Fund will
be the same as the tax basis of such assets to the Fund immediately
prior to the Reorganization, and the holding period of the assets of
the Fund in the hands of the Global Fund will include the period
during which those assets were held by the Fund.
Very truly yours,
CO-ADMINISTRATION AGREEMENT
____ __, 1999
Credit Suisse Asset Management Securities, Inc.
466 Lexington Avenue
New York, New York 10017-3147
Dear Ladies and Gentlemen:
Each of the Warburg Pincus Funds (and the portfolios 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
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 Articles of Incorporation or Declaration of Trust, as applicable, 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 Directors or
Trustees, as the case may be, 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
(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 each Fund's
operations, except those performed by other parties pursuant to written
agreements with the Fund; provided, that the distribution of Funds' shares shall
be the sole responsibility of the Funds' distributor;
<PAGE>
(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 Funds in
changing account options and addresses, preparing reports and other
informational materials regarding the Funds, 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;
(iv) furnish corporate secretarial services, including
preparation of materials for meetings of the Board, distribute those materials
and prepare minutes of meetings of the Board and any committees thereof and of a
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 Funds' 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 each Fund's
Registration Statement on Form N-1A (the "Registration Statement") and proxy
statements;
(vi) assist in the preparation of each 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 Funds which may include,
among other matters, procedures to assist the Adviser in monitoring compliance
with a Fund's investment objective, policies, restrictions, tax matters and
applicable laws and regulations;
(viii) act as liaison between each Fund and the Fund's
independent public accountants, counsel, custodian or custodians, transfer
agent, co-administrator and service organizations such as broker-dealers,
financial institutions, institutional shareholders or record, retirement plans
and their service providers and other financial intermediaries that render
services to Fund shareholders ("Service Organizations"), 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;
-2-
<PAGE>
(ix) provide information to the Adviser and the Funds'
distributor, upon request, concerning performance and administration of the
Fund;
(x) be a party to agreements with Service Organizations with
respect to a Fund's Advisor Class, if any, and, to the extent required in such
agreements, bear the responsibility of paying to such Service Organizations an
amount up to the amount received by the Administrator under the Distribution
Plan with respect to the Advisor Class (the "Distribution Plan");
(xi) review, approve and arrange for the payment of Fund
expenses;
(xii) maintain and preserve certain Fund records, including
financial and corporate records;
(xiii) supply the Funds 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
(xiv) such other services to be performed by the Administrator
as are described in the Registration Statement relating to each Fund.
(b) Pursuant to the Shareholder Servicing and Distribution Plan , if
any (the "12b-1 Plan"), with respect to the shares of a Fund designated Common
Class (the "Common Class"), adopted by the Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "1940 Act")("Rule 12b-1"), the
Administrator may provide, or enter into agreements with other parties to
provide, the following services with respect to the Common Class: (x) ongoing
servicing and/or maintenance of the shareholder accounts ("Shareholder
Services") and (y) services that are primarily intended to result in, or that
are primarily attributable to, the sale of the Common Class ("Selling Services";
together with Shareholder Services, "Services"). These Services include, without
limitation:
(i) responding to Fund shareholder inquiries and providing
services to shareholders not otherwise provided by the Funds' distributor or
transfer agent;
(ii) printing and distributing prospectuses and statements of
additional information describing the Fund;
(iii) the preparation, including printing, and distribution of
sales literature, advertisements and other informational materials relating to
the Common Class;
(iv) providing telephone services relating to the Fund;
-3-
<PAGE>
(v) formulating and implementing marketing and promotional
activities, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising;
provided that the form, use and placement of all advertising and sales
literature will be the responsibility of the Funds' distributor; and
(vi) obtaining whatever information, analyses and reports with
respect to marketing and promotional activities that the Fund may, from time to
time, deem advisable.
(c) Pursuant to the Distribution Plan (with respect to the Advisor
Class), adopted by the Fund pursuant to Rule 12b-1, the Administrator may
compensate Service Organizations to cover certain expenses primarily intended to
result in the sale of a Fund's Advisor Class, including, but not limited to: (i)
costs of payments made to employees that engage in the distribution of the
Advisor Class; (ii) payments made to, and expenses of, persons who provide
support services in connection with the distribution of the Advisor Class,
including, but not limited to, office space and equipment, telephone facilities,
processing shareholder transactions and providing any other shareholder services
not otherwise provided by the Funds' distributor or transfer agent; (iii) costs
relating to the formulation and implementation of marketing and promotional
activities, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising; (iv)
costs of printing and distributing prospectuses, statements of additional
information and reports of the Fund to prospective holders of the Advisor Class;
(v) costs involved in preparing, printing and distributing sales literature
pertaining to the Fund and (vi) costs involved in obtaining whatever
information, analyses and reports with respect to marketing and promotional
activities that the Fund may, from time to time, deem advisable.
(d) Pursuant to the Distribution Plan (with respect to the Advisor
Class) the Administrator may also compensate Service Organizations for
administrative and accounting services provided to their customers or clients
who are the record and/or beneficial owners of the Advisor Class of a Fund
("Customers"), including, but not limited to: (i) accepting orders from
Customers for the purchase, exchange and redemption of the Advisor Class and
aggregating and communicating orders as instructed by the Funds' distributor;
(ii) disbursing Fund dividends and distributions to Customers and/or providing
for their reinvestment in the Advisor Class; (iii) preparing and distributing
account statements and Advisor Class transaction confirmations to Customers;
(iv) arranging for settlement of Customer transactions, including arranging for
bank wires in accordance with the Fund's prospectus; (v) providing
sub-accounting services with respect to shares of the Advisor Class beneficially
owned by Customers, including maintaining records of dates and prices for all
Advisor Class transactions and Advisor
-4-
<PAGE>
Class balances; (vi) forwarding shareholder communications from the Fund (for
example, proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to Customers, if required
by law and (vii) providing other appropriate or necessary services as may be
incidental, normal and customary for service providers performing substantially
similar services.
(e) 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 Statement and practices and policies may be
amended from time to time.
3. Compensation
(a) For services provided pursuant to Section 2(a) of this
Agreement, each Fund will pay the Administrator a monthly fee in arrears at an
annual rate set forth in Exhibit B hereto. The Administrator shall provide
co-administration services with respect to a Fund's Institutional Shares without
compensation. 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 a 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.
(b) Pursuant to the 12b-1 Plan, each relevant Fund will pay the
Administrator a monthly fee in arrears at an annual rate of .25% of the average
daily net assets of the Fund's Common Class. Amounts paid to the Administrator
under the 12b-1 Plan may be used by the Administrator to cover expenses related
to providing the Services set forth in Section 2(b) of this Agreement.
(c) Pursuant to the Distribution Plan, each relevant Fund will pay
the Administrator a monthly fee in arrears at an annual rate of .50% of the
average daily net assets of the Fund's Advisor Class. The Administrator will
receive payments pursuant to the Distribution Plan only as payment agent of the
Fund to compensate Service Organizations pursuant to their agreements with the
Administrator and the Funds' distributor. Amounts paid to the Administrator
under the Distribution Plan will be used by the Administrator exclusively to
compensate Service Organizations as described in Sections 2(c) and 2(d) of this
Agreement.
(d) Of the amount paid pursuant to Section 3(c), up to .25% of the
average daily net assets of the Fund's Advisor Class may be used by the
Administrator to compensate Service
-5-
<PAGE>
Organizations for personal service and/or the maintenance of Customer accounts,
including but not limited to (i) responding to Customer inquiries, (ii)
providing information on Customer investments and (iii) providing other
shareholder liaison services.
(e) The Administrator will prepare and deliver reports to the Board
of each Fund on a regular, at least quarterly, basis, showing the amounts
expended by the Fund pursuant to the 12b-1 Plan and the Distribution Plan and
the purposes for which such expenditures were made, as well as any supplemental
reports as the Board from time to time may reasonably request.
4. Expenses
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 a 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
-6-
<PAGE>
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 one year and
thereafter shall continue automatically (unless terminated as provided herein)
for successive annual periods with respect to a 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 1940 Act) of the Fund and who have no
direct or indirect financial interest in the operation of the 12b-1 Plan or the
Distribution Plan, in this Agreement or in any agreement related to the 12b-1
Plan or the Distribution Plan ("Independent Board Members"), by vote cast in
person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable with respect to either the Common Class or the Advisor
Class of a 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 1940 Act) of the outstanding voting securities of
the Common Class or Advisor Class, as applicable, 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. To the extent that a written amendment pursuant
to this Section is signed by some but not all of the Funds, such amendment shall
be effective only with respect to the Funds that signed such written amendment.
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.
-7-
<PAGE>
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
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.
-8-
<PAGE>
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, PINCUS [ ] FUND, INC.
By: ____________________________________
Name: ______________________________
Title: _____________________________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By: _______________________________
Name: __________________________
Title: _________________________
-9-
<PAGE>
EXHIBIT A
WARBURG PINCUS FUNDS
Warburg Pincus Central & Eastern Europe Fund
Warburg Pincus Emerging Markets II Fund
Warburg Pincus European Equity Fund
Warburg Pincus Global Telecommunications Fund
Warburg Pincus High Yield Fund
Warburg Pincus International Growth Fund
Warburg Pincus Long-Short Equity Fund
Warburg Pincus Long-Short Market Neutral Fund
Warburg Pincus Municipal Bond Fund
Warburg Pincus Select Economic Value Equity Fund
Warburg Pincus Strategic Global Fixed Income Fund
Warburg Pincus U.S. Core Equity Fund
Warburg Pincus U.S. Core Fixed Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Capital Appreciation Fund
Warburg Pincus Emerging Growth Fund
Warburg Pincus Emerging Markets Fund
Warburg Pincus Fixed Income Fund
Warburg Pincus Global Fixed Income Fund
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Growth & Income Fund
Warburg Pincus Health Sciences Fund
Warburg Pincus Institutional Fund
Emerging Markets Portfolio
International Equity Portfolio
Japan Growth Portfolio
Post-Venture Capital Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Value Portfolio
Warburg Pincus Intermediate Maturity Government Fund
Warburg Pincus New York Intermediate Municipal Fund
Warburg Pincus International Equity Fund
Warburg Pincus International Small Company Fund
Warburg Pincus Major Foreign Markets Fund
Warburg Pincus Japan Growth Fund
Warburg Pincus Japan Small Company Fund
Warburg Pincus Post-Venture Capital Fund
Warburg Pincus Small Company Growth Fund
Warburg Pincus Small Company Value Fund
Warburg Pincus Cash Reserve Fund
Warburg Pincus New York Tax Exempt Fund
-10-
<PAGE>
Warburg Pincus WorldPerks Money Market Fund
Warburg Pincus WorldPerks Tax Free Money Market Fund
Warburg Pincus Trust
Emerging Growth Portfolio
Emerging Markets Portfolio
Growth & Income Portfolio
International Equity Portfolio
Post-Venture Capital Portfolio
Small Company Growth Portfolio
Warburg Pincus Trust II
Fixed Income Portfolio
Global Fixed Income Portfolio
-11-
<PAGE>
EXHIBIT B
(1) Each of the following Funds will pay the Administrator a fee calculated at
an annual rate of .05% of the Fund's first $125 million in average daily
net assets attributable to the Common Shares and .10% of average daily net
assets in excess of $25 million attributable to the Common Shares:
Warburg Pincus Central & Eastern Europe Fund
Warburg Pincus Emerging Markets II Fund
Warburg Pincus European Equity Fund
Warburg Pincus Global Telecommunications Fund
Warburg Pincus High Yield Fund
Warburg Pincus International Growth Fund
Warburg Pincus Long-Short Equity Fund
Warburg Pincus Long-Short Market Neutral Fund
Warburg Pincus Municipal Bond Fund
Warburg Pincus Select Economic Value Equity Fund
Warburg Pincus Strategic Global Fixed Income Fund
Warburg Pincus U.S. Core Equity Fund
Warburg Pincus U.S. Core Fixed Income Fund
(2) Each Fund not listed in (1) above will pay the Administrator a fee
calculated at an annual rate of .10% of average daily net assets
attributable to Common Shares and Advisor Shares.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the filing of the Registration
Statement of the Warburg, Pincus Global Post-Venture Capital Fund, Inc. on Form
N-14 of our report dated December 11, 1998 on our audits of the financial
statements and financial highlights of the Warburg, Pincus Global Post-Venture
Capital Fund, Inc. and Warburg, Pincus Post-Venture Capital Fund, Inc., which
reports are included in each Fund's Annual Report to Shareholders for the year
ended October 31, 1998, which are incorporated by reference in the Registration
Statement. We also consent to the reference to our Firm under the headings
"Management of Each Fund" and "Financial Statements and Experts" in the
Prospectus/Proxy Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 29, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, William W. Priest, hereby make,
constitute and appoint each of Eugene L. Podsiadlo and Michael A. Pignataro,
with full power to act without the other, as my agent and attorney-in-fact for
the purpose of executing in my name, in my capacity as a Director/Trustee of one
or more Warburg Pincus Funds, all registration statements on Form N-1A
(including amendments thereto) to be filed with the United States Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder.
All past acts of an attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 26th day of
October, 1999.
/s/ William W. Priest
----------------------------------------
William W. Priest
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Jack W. Fritz, hereby make, constitute
and appoint each of Eugene L. Podsiadlo and Michael A. Pignataro, with full
power to act without the other, as my agent and attorney-in-fact for the purpose
of executing in my name, in my capacity as a Director/Trustee of one or more
Warburg Pincus Funds, all registration statements on Form N-1A (including
amendments thereto) to be filed with the United States Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder.
All past acts of an attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 26th day of
October, 1999.
/s/ Jack W. Fritz
----------------------------------------
Jack W. Fritz
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Richard H. Francis, hereby make,
constitute and appoint each of Eugene L. Podsiadlo and Michael A. Pignataro,
with full power to act without the other, as my agent and attorney-in-fact for
the purpose of executing in my name, in my capacity as a Director/Trustee of one
or more Warburg Pincus Funds, all registration statements on Form N-1A
(including amendments thereto) to be filed with the United States Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder.
All past acts of an attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 26th day of
October, 1999.
/s/ Richard H. Francis
----------------------------------------
Richard H. Francis
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Jeffrey E. Garten, hereby make,
constitute and appoint each of Eugene L. Podsiadlo and Michael A. Pignataro,
with full power to act without the other, as my agent and attorney-in-fact for
the purpose of executing in my name, in my capacity as a Director/Trustee of one
or more Warburg Pincus Funds, all registration statements on Form N-1A
(including amendments thereto) to be filed with the United States Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder.
All past acts of an attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 26th day of
October, 1999.
/s/ Jeffrey E. Garten
----------------------------------------
Jeffrey E. Garten
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Alexander B. Trowbridge, hereby make,
constitute and appoint each of Eugene L. Podsiadlo and Michael A. Pignataro,
with full power to act without the other, as my agent and attorney-in-fact for
the purpose of executing in my name, in my capacity as a Director/Trustee of one
or more Warburg Pincus Funds, all registration statements on Form N-1A
(including amendments thereto) to be filed with the United States Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder.
All past acts of an attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 26th day of
October, 1999.
/s/ Alexander B. Trowbridge
----------------------------------------
Alexander B. Trowbridge
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, James S. Pasman, Jr., hereby make,
constitute and appoint each of Eugene L. Podsiadlo and Michael A. Pignataro,
with full power to act without the other, as my agent and attorney-in-fact for
the purpose of executing in my name, in my capacity as a Director/Trustee of one
or more Warburg Pincus Funds, all registration statements on Form N-1A
(including amendments thereto) to be filed with the United States Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder.
All past acts of an attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 26th day of
October, 1999.
/s/ James S. Pasman, Jr.
----------------------------------------
James S. Pasman, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Steven N. Rappaport, hereby make,
constitute and appoint each of Eugene L. Podsiadlo and Michael A. Pignataro,
with full power to act without the other, as my agent and attorney-in-fact for
the purpose of executing in my name, in my capacity as a Director/Trustee of one
or more Warburg Pincus Funds, all registration statements on Form N-1A
(including amendments thereto) to be filed with the United States Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder.
All past acts of an attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 26th day of
October, 1999.
/s/ Steven N. Rappaport
----------------------------------------
Steven N. Rappaport
PROXY WARBURG PINCUS POST-VENTURE CAPITAL FUND PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Special Meeting of Shareholders -- January 27, 2000
The undersigned hereby appoints Hal Liebes and Michael A. Pignataro, each with
the power of substitution, as proxies for the undersigned to vote all shares of
the Warburg Pincus Post-Venture Capital Fund which the undersigned is entitled
to vote at the Special Meeting of Shareholders of the Fund to be held at the
offices of the Fund, 466 Lexington Avenue, New York, New York 10017-3147, on
Thursday, January 27, 2000 at 3:00 p.m., Eastern time, and at any adjournments
thereof.
Unless otherwise specified in the boxes provided, the undersigned's vote will be
cast FOR each item listed on the reverse side.
A properly executed proxy in which no specification is made will be voted in
favor of the Proposal.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign exactly as your name or names appear. When signing
as attorney, executor, administrator, trustee or
guardian, please give your full title as such.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------ ---------------------------------------
- ------------------------------------ ---------------------------------------
- ------------------------------------ ---------------------------------------
<PAGE>
|X| PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ----------------------------------------------------
WARBURG PINCUS POST-VENTURE CAPITAL FUND
- ----------------------------------------------------
Mark box at right if an address change or comment |_|
has been noted on the reverse side of this card
1. To approve the Agreement and Plan of Reorganization dated as of [INSERT],
1999 providing that (i) the Fund would transfer to the Warburg Pincus
Global Post-Venture Capital Fund (the "Acquiring Fund") all or
substantially all of its assets in exchange for shares of the Acquiring
Fund and the assumption by the Acquiring Fund of the Fund's liabilities,
(ii) such shares of the Acquiring Fund would be or distributed to
shareholders of the Fund in liquidation of the Fund, and (iii) the Fund
would subsequently be terminated.
FOR AGAINST ABSTAIN
|_| |_| |_|
The Proxies are authorized to vote upon such other business as may
properly come before the Meeting.
------------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shareholder sign here Co-owner sign here
