EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77B:
Accountant's report on internal control.
EXHIBIT B:
Attachment to item 77C:
Submission of matters to a vote of security holders.
EXHIBIT C:
Attachment to item 77Q1:
Exhibits
- - - - - - - - - - - - - - - - - - - - - - - - - - - - -
EXHIBIT A:
Report of Independent Accountants
To the Board of Directors of
Warburg Pincus Global Health Sciences Fund, Inc.:
In planning and performing our audit of the financial statements
and financial highlights of the Warburg Pincus Global Health
Sciences Fund, Inc. (the "Fund") for the period ended August
31, 2000, we considered its internal control, including control
activities for safeguarding securities, in order to determine our
auditing procedures for the purpose of expressing our opinion on
the financial statements and financial highlights and to comply
with the requirements of Form N-SAR, not to provide assurance on
internal control.
The management of the Fund is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted
accounting principles. Those controls include the safeguarding
of assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or
fraud may occur and not be detected. Also, projection of any
evaluation of internal control to future periods is subject to
the risk that controls may become inadequate because of changes
in conditions or that the effectiveness of their design and
operation may deteriorate.
Our consideration of internal control would not necessarily
disclose all matters in internal control that might be material
weaknesses under standards established by the American Institute
of Certified Public Accountants. A material weakness is a
condition in which the design or operation of one or more of the
internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing
their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for
safeguarding securities that we consider to be material
weaknesses as defined above as of August 31, 2000.
This report is intended solely for the information and use of the
Board of Directors of the Fund, management and the Securities and
Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.
/s/PricewaterhouseCoopers LLP
Two Commerce Square
Philadelphia, Pennsylvania
October 13, 2000
EXHIBIT B:
SUB ITEM 77C: Submission of matters to a vote of security holders
A Special Meeting of shareholders of Warburg, Pincus
Global Health Sciences Fund, Inc. (the "Fund,") was held at the
offices of the Funds, 466 Lexington Avenue, New York, New York
10017-3147, on Friday, July 14, 2000, at 3:00 p.m., Eastern Time.
The following matters were voted upon by the shareholders of the
Fund and the resulting votes are presented below.
TO APPROVE A SUB-INVESTMENT ADVISORY
AGREEMENT AMONG THE FUND, CREDIT SUISSE ASSET
MANAGEMENT LLC AND CREDIT SUISSE ASSET MANAGEMENT LIMITED.
FOR
1,498,623.8280 shares
93.8764%of total shares voted
AGAINST
63,688.4730 shares
3.9896% of total shares voted
ABSTAIN
34,066.6750 shares
2.1340% of total shares voted
TO APPROVE A CHANGE OF SUB-CLASSIFICATION OF
THE FUND FROM A DIVERSIFIED TO A NON-DIVERSIFIED INVESTMENT
COMPANY AND ELIMINATION OF THE FUND'S FUNDAMENTAL
INVESTMENT RESTRICTION REGARDING DIVERSIFICATION.
FOR
1,086,693.4100 shares
68.0724% of total shares voted
AGAINST
89,868.0110 shares
5.6295% of total shares voted
ABSTAIN
32,524.5550 shares
2.0374% of total shares voted
EXHIBIT C:
SUB-ITEM 77Q1: Exhibits
Form of Sub-investment advisory agreement among Warburg,
Pincus Global Health Sciences Fund, Inc., Credit Suisse
Asset Management, LLC and Credit Suisse Asset Management
Limited.
SUB-INVESTMENT ADVISORY AGREEMENT
AUGUST , 2000
Credit Suisse Asset Management Limited
Beaufort House
15 St. Botolph Street
London EC3A 7JJ
Dear Sirs:
Warburg, Pincus Global Health Sciences Fund, Inc. (the
"Fund"), a corporation organized and existing under the laws of
the State of Maryland, and Credit Suisse Asset Management, LLC,
as investment adviser to the Fund ("CSAM"), herewith confirms
their agreement with Credit Suisse Asset Management Limited (the
"Sub-Adviser"), a corporation organized under the laws of
England, 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 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 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 CSAM as its investment adviser. CSAM
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-Investment Adviser
(a) Subject to the supervision and direction of CSAM,
the Sub-Adviser will assist CSAM in providing investment advisory
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 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 CSAM
from time to time. In connection therewith, the Sub-Adviser
will:
(i) furnish CSAM on behalf of the Fund such
information, investment recommendations, advice and
assistance as CSAM shall from time to time reasonably
request;
(ii) execute, or place orders for the execution of,
securities transactions on behalf of the Fund, after
consultation with CSAM;
(iii) confer with CSAM concerning the purchase,
retention or sale of securities on behalf of the Fund;
(iv) provide CSAM with statistical, research and
other factual data for its use in connection with the Fund's
investment program;
(v) assist CSAM in monitoring the execution of
securities transactions and the settlement and clearance of
securities transactions on behalf of the Fund; and
(vi) furnish CSAM and the Fund's Board of Directors
with such periodic and special reports as the Fund or CSAM
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 execute transactions for the
Fund only through brokers or dealers appearing on a list of
brokers and dealers approved by CSAM. In executing transactions
for the Fund, selecting brokers or dealers and negotiating any
brokerage commission rates, the Sub-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 Sub-Adviser will consider all factors it deems relevant
including, but not limited to, the 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, to the extent that the execution and price offered by
more than one broker or dealer are comparable the Sub-Adviser may
consider any brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934)
provided to the Sub-Adviser or to CSAM for use on behalf of the
Fund or other clients of the Sub-Adviser or CSAM.
(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 CSAM 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 CSAM and the
Fund all information reasonably requested by CSAM 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 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 CSAM and the Fund
promptly of (i) any statement about the Sub-Adviser contained in
the Fund's registration statement that becomes untrue in any
material respect, (ii) any 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 CSAM 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 ("Promotional Material"), the Fund
or CSAM, where applicable, shall forward such material to the
Sub-Adviser and shall allow the Sub-Adviser reasonable time to
review the material. The Sub-Adviser will not act unreasonably
in its review of Promotional Material and the Fund or CSAM, where
applicable, will use all reasonable efforts to ensure that all
Promotional Material used or distributed by or on behalf of the
Fund or CSAM 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 CSAM and the Fund
copies of its Form ADV with all exhibits and attachments thereto
and will hereinafter supply CSAM and the Fund, 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
the Fund's investment objectives, policies and restrictions
contained therein.
(c) The Sub-Adviser represents that it has adopted a
written Code of Ethics in compliance with Rule 17j-1 under the
1940 Act and will provide the Fund with any amendments to such
Code.
6. Compliance
(a) The Sub-Adviser agrees that it shall promptly
notify CSAM 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 objectives, policies and
restrictions as stated in the Prospectus or SAI or is otherwise
in violation of applicable law.
(b) CSAM agrees that it shall promptly notify the Sub-
Adviser in the event that the SEC has censured CSAM or the Fund;
placed limitations upon any of their activities, functions or
operations; suspended or revoked CSAM'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 CSAM 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 CSAM 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 the Fund any of
such records upon request. 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.
(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) CSAM 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, CSAM 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, CSAM
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 CSAM, 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 CSAM 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 CSAM 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 CSAM understand and 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. Compensation
In consideration of the services rendered pursuant to
this Agreement, CSAM will pay the Sub-Adviser a quarterly fee
equal to 50% of the quarterly fee received by CSAM from the Fund
for its services as the Fund's investment adviser after any fee
waivers and expense reimbursements. 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 CSAM 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. The Sub-Adviser shall have no right
to obtain compensation directly from the Fund for services
provided hereunder and agrees to look solely to CSAM for payment
of fees due.
11. 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 11(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
officers, directors, or employees of CSAM 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.
12. Term of Agreement
This Agreement shall commence on the date first written
above and 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 CSAM 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 CSAM and
the Sub-Adviser, or (iii) by the Sub-Adviser upon 60 (sixty)
days' written notice to the Fund and CSAM. 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 CSAM 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
and 9 shall remain in effect.
13. 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
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.
14. Notices
All communications hereunder shall be given (a) if to
the Sub-Adviser, to Credit Suisse Asset Management Limited,
Beaufort House, 15 St. Botolph Street, London EC3A 7JJ
(Attention: David Collins), telephone: 44-20-7426-2795, telecopy:
44-20-7426-2799, (b) if to CSAM, to Credit Suisse Asset
Management, LLC, 466 Lexington Avenue, New York, New York
10017-3147 (Attention: Hal Liebes), telephone: (212) 326-5454,
telecopy: (212) 888-6773, and (c) if to the Fund, c/o Warburg
Pincus Funds, 466 Lexington Avenue, New York, New York 10017-
3147, telephone: (212) 878-0600, telecopy: (212) 878-9351
(Attention: President).
15. 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.
16. 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 CSAM or the Fund.
(d) This Agreement may be executed in counterparts,
with the same effect as if the signatures were upon the same
instrument.
******************
[signature page follows]
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: Hal Liebes
Title: Managing Director
WARBURG, PINCUS GLOBAL HEALTH SCIENCES FUND, INC.
By: _________________________________
Name: Hal Liebes
Title: Secretary
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: _______________________________
Name: David Collins
Title: Director
