SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WARBURG, PINCUS GLOBAL HEALTH SCIENCES FUND, INC.
-------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
WARBURG, PINCUS GLOBAL TELECOMMUNICATIONS FUND, INC.
WARBURG, PINCUS GLOBAL HEALTH SCIENCES FUND, INC.
WARBURG, PINCUS EMERGING MARKETS FUND, INC.
CREDIT SUISSE INSTITUTIONAL FUND, INC.
(Emerging Markets Portfolio only)
WARBURG PINCUS TRUST
(Emerging Markets Portfolio only)
466 Lexington Avenue
New York, New York 10017-3147
YOUR VOTE IS IMPORTANT
Dear Shareholder:
The governing Board of each fund listed above (each, a "Fund" and
collectively, the "Funds") has recently reviewed and unanimously endorsed a
proposal to retain Credit Suisse Asset Management Limited ("CSAM U.K.") as
sub-investment adviser to each Fund (or its portfolio named above, as the case
may be). We are pleased to invite you to attend a special meeting of
shareholders to consider the approval of a sub-investment advisory agreement
with CSAM U.K.
Each Fund's Board of Directors or Trustees, as the case may be, and
Credit Suisse Asset Management, LLC ("CSAM"), the investment adviser to each
affected Fund (or portfolio), believes that the retention of CSAM U.K. is in the
best interest of shareholders. The governing Board of each Fund has determined
that retention of CSAM U.K. as sub-investment adviser will enable each Fund and,
where applicable, affected investment portfolio of a Fund, to capitalize on CSAM
U.K.'s global investment expertise. Since CSAM U.K.'s sub-advisory fee will be
paid out of the investment advisory fee that is paid to CSAM, the proposal will
NOT result in any increase of the fees or expenses otherwise incurred by
shareholders.
The shareholders of Warburg, Pincus Global Health Sciences Fund, Inc.
will also be asked to consider a change in the Fund's sub-classification to a
non-diversified investment company.
The costs associated with this proxy are being paid for by CSAM and/or
CSAM U.K. and not by any Fund.
THE BOARD MEMBERS OF YOUR FUND BELIEVE THAT EACH OF THE PROPOSALS SET
FORTH ABOVE IS IMPORTANT AND RECOMMEND THAT YOU READ THE ENCLOSED MATERIALS
CAREFULLY AND THEN VOTE FOR EACH PROPOSAL.
Detailed information about the proposals may be found in the attached
Proxy Statement. You are entitled to vote at the meeting and any adjournments
thereof if you owned shares of the Fund (or portfolio) at the close of business
on May 5, 2000 (for shareholders of Warburg Pincus Trust only, May 19, 2000). If
you attend the meeting, you may vote your shares in person. If you do not expect
to attend the meeting, please complete, date, sign and return the enclosed proxy
in
<PAGE>
the enclosed postage paid envelope. If you prefer, you can fax the proxy card
to D.F. King & Co., Inc., each Fund's proxy solicitor, Attn: Dominick F.
Maurillo, at (212) 269-2796. We also encourage you to vote by telephone or
through the Internet. Proxies may be voted by telephone by calling (800)
207-3155 between the hours of 9:00 a.m. and 10:00 p.m. (Eastern time) 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 a Fund records proxies by
telephone or through the Internet, it will use reasonable 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 use, please read the full text of the proxy
statement before you vote.
If you have any questions regarding the proposals, please feel free to
call D.F. King & Co., Inc. at (800) 207-3155.
IT IS IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED PROMPTLY.
Respectfully,
/s/ Eugene L. Podsiadlo
Eugene L. Podsiadlo
President
<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
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>
WARBURG, PINCUS GLOBAL TELECOMMUNICATIONS FUND, INC.
WARBURG, PINCUS GLOBAL HEALTH SCIENCES FUND, INC.
WARBURG, PINCUS EMERGING MARKETS FUND, INC.
CREDIT SUISSE INSTITUTIONAL FUND, INC.
(Emerging Markets Portfolio only)
WARBURG PINCUS TRUST
(Emerging Markets Portfolio only)
466 Lexington Avenue
New York, New York 10017-3147
NOTICE OF
SPECIAL MEETINGS OF SHAREHOLDERS
July 14, 2000
Dear Shareholders:
Please take notice that a Special Meeting of Shareholders of each fund
listed above (each, a "Fund" and collectively, the "Funds") will be held jointly
on Friday, July 14, 2000, at 3:00 p.m., Eastern Time, at the offices of the
Funds, 466 Lexington Avenue, New York, New York 10017-3147, for the following
purposes:
PROPOSAL I The following item is to be voted on by all Funds. For Credit
Suisse Institutional Fund, Inc. and Warburg Pincus Trust, however,
the item is to be voted on by shareholders of the Emerging Markets
Portfolios ONLY:
To approve a Sub-Investment Advisory Agreement among each Fund,
Credit Suisse Asset Management, LLC and Credit Suisse Asset
Management Limited
PROPOSAL II The following item is to be voted on ONLY by shareholders of
Warburg, Pincus Global Health Sciences Fund, Inc.:
To approve a proposal to change the Fund's sub-classification
under the Investment Company Act of 1940, as amended, from a
diversified to a non-diversified investment company and to
eliminate the Fund's fundamental investment restriction relating
to being a diversified investment company
The Board of Directors/Trustees of each Fund unanimously recommends
that shareholders vote in favor of each proposal.
Holders of record shares of each Fund or where applicable, an
investment portfolio of a Fund, at the close of business on May 5, 2000 (for
Warburg Pincus Trust only, May 19, 2000) are entitled to vote at the Special
Meetings and at any adjournments thereof. As a convenience to shareholders, you
can now vote in any of five ways:
1
<PAGE>
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 Funds' proxy solicitor, at
1-800-207-3155;
o By faxing the enclosed proxy card to D.F. King & Co., Inc., Attn: Dominick
F. Maurillo, at 212-269-2796;
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 Special Meetings.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
If you have any questions regarding the proposals, please feel free to
call D.F. King & Co., Inc. at 1-800-207-3155.
By Order of the Board of Directors/Trustees,
/s/ Hal Liebes
Hal Liebes
Vice President and Secretary
May 31, 2000
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL HELP TO AVOID THE
EXPENSE OF FURTHER SOLICITATION.
2
<PAGE>
WARBURG, PINCUS GLOBAL TELECOMMUNICATIONS FUND, INC.
WARBURG, PINCUS GLOBAL HEALTH SCIENCES FUND, INC.
WARBURG, PINCUS EMERGING MARKETS FUND, INC.
CREDIT SUISSE INSTITUTIONAL FUND, INC.
(Emerging Markets Portfolio only)
WARBURG PINCUS TRUST
(Emerging Markets Portfolio only)
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3147
-----------------
JOINT PROXY STATEMENT
-----------------
SPECIAL MEETINGS OF SHAREHOLDERS TO BE HELD ON
July 14, 2000
---------------------------------------------------------------
This combined proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors or Trustees, as the case may
be (the "Board"), of each of the funds listed above (each a "Company" and,
collectively, the "Companies") for use at the Special Meetings of Shareholders
of each Company, to be held jointly at the offices of Credit Suisse Asset
Management, LLC, 466 Lexington Avenue, New York, New York 10017-3147, on Friday,
July 14, 2000, at 3:00 p.m., Eastern Time, and at any and all adjournments
thereof (collectively, the "Special Meeting").
This Proxy Statement, Notice of Special Meeting and the proxy cards
are first being mailed to shareholders on or about May 31, 2000 or as soon as
practicable thereafter. Any shareholder giving a proxy has the power to revoke
it on the Internet, by telephone, by mail (addressed to Hal Liebes, Vice
President and Secretary of Warburg Pincus Funds, c/o Credit Suisse Asset
Management, LLC, 466 Lexington Avenue, New York, New York 10017-3147), in person
at the Special Meeting by executing a superseding proxy or by submitting a
notice of revocation. All properly executed proxies received in time for the
Special Meeting will be voted as specified in the proxy, or, if no specification
is made, in favor of each proposal referred to in the Proxy Statement.
The presence at any Special Meeting, in person or by proxy, of the
holders of one-third or one-half of the shares entitled to be cast of a Company
or, in the case of each of Credit Suisse Institutional Fund, Inc. (the
"Institutional Fund") and Warburg Pincus Trust (the "Trust"), the Emerging
Markets Portfolio thereof (each a "Fund" and together with those Companies that
do not have any separate investment portfolios, the "Funds") shall be necessary
and sufficient to constitute a quorum. The quorum requirement for each Fund is
indicated next to its name on Appendix A of this Proxy Statement. In the event
that the necessary quorum to transact business or the vote required to approve
or reject any proposal is not obtained at the Special Meeting with respect to
one or more Funds, the persons named as proxies may propose one or more
adjournments of the Special Meeting in
3
<PAGE>
accordance with applicable law to permit further solicitation of proxies with
respect to any proposal which did not receive the vote necessary for its passage
or to obtain a quorum. With respect to those proposals for which there is
represented a sufficient number of votes in favor, actions taken at the Special
Meeting will be effective irrespective of any adjournments with respect to any
other proposals. Any such adjournment will require the affirmative vote of the
holders of a majority of the concerned Fund's shares present in person or by
proxy at the Special Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor for that
proposal and will vote against any such adjournment those proxies to be voted
against that proposal.
For purposes of determining the presence of a quorum for transacting
business at the Special Meeting, abstentions and broker "non-votes" will be
treated as shares that are present but which have not been voted. Broker
non-votes are proxies received from brokers or nominees when the broker or
nominee has neither received instructions from the beneficial owner or other
persons entitled to vote nor has discretionary power to vote on a particular
matter. Accordingly, shareholders are urged to forward their voting instructions
promptly.
Approval of each of the proposals will require the affirmative vote of
a "majority of the outstanding voting securities" of each Fund ("Majority
Vote"). "Majority Vote" for purposes of this combined proxy statement, and under
the Investment Company Act of 1940, as amended (the "1940 Act"), means the
lesser of (i) 67% of the shares represented at a meeting at which more than 50%
of the outstanding shares of a concerned Fund are represented or (ii) more than
50% of the outstanding shares of a Fund. EACH FUND WILL CONSIDER THE APPROVAL OF
THE PROPOSALS SET FORTH HEREIN SEPARATELY, AND THE APPROVAL OR DISAPPROVAL BY
ONE FUND WILL NOT AFFECT THE APPROVAL OR DISAPPROVAL BY ANOTHER FUND.
Abstentions and broker non-votes will have the effect of votes
"against" each of the proposals for purposes of tabulating votes necessary for
each proposal's approval.
The Emerging Markets Portfolio of the Trust (the "Trust Portfolio")
offers its shares only to certain insurance companies ("Participating Insurance
Companies") for allocation to certain of their separate accounts established for
the purpose of funding variable annuity contracts, variable life insurance
contracts and tax qualified pension and retirement plans. The shares of the
Trust Portfolio are currently held only by Participating Insurance Companies.
Under current law, the Participating Insurance Companies are required to solicit
voting instructions from variable annuity contract owners who beneficially own
shares in the Trust Portfolio as of the Record Date (as defined below) and must
vote all shares held in the separate account in proportion to the voting
instructions received for the Special Meeting, or any adjournment thereof. The
Participating Insurance Companies will vote shares of the Trust Portfolio for
which no instructions have been received in the same proportion as they vote
shares for which they have received instructions. Abstentions will have the
effect of a negative vote on the proposal for the Trust Portfolio. Unmarked
voting instructions will be voted in favor of the proposal.
4
<PAGE>
The following table summarizes those eligible to vote and voting
requirements for each proposal:
<TABLE>
<CAPTION>
------------------------------------------ ---------------------------------------- ----------------------------------
SHAREHOLDERS ENTITLED TO
PROPOSAL VOTE ON PROPOSAL VOTE REQUIRED FOR APPROVAL
------------------------------------------ ---------------------------------------- ----------------------------------
<S> <C> <C>
Proposal 1 (Approval of New Shareholders of each Fund vote Approved by a Majority Vote of
Sub-Investment Advisory Agreement) separately (all classes of shares of the outstanding voting
Warburg, Pincus Emerging Markets securities of each Fund
Fund, Inc. vote together)
------------------------------------------ ---------------------------------------- ----------------------------------
Proposal 2 (Approval of Change of Sub- Shareholders of Warburg, Pincus Global Approved by a Majority Vote of
Classification from a Diversified to a Health Sciences Fund, Inc. the outstanding voting
Non-Diversified Investment Company and securities of the Fund
Elimination of Fundamental Investment
Restriction Regarding Diversification)
------------------------------------------ ---------------------------------------- ----------------------------------
</TABLE>
Each of Warburg, Pincus Global Telecommunications Fund, Inc. (the
"Global Telecommunications Fund") and Warburg, Pincus Global Health Sciences
Fund, Inc. (the "Global Health Sciences Fund") is an open-end investment company
having one class of common stock outstanding. Warburg, Pincus Emerging Markets
Fund, Inc. (the "Emerging Markets Fund") is an open-end investment company
having three classes of common stock outstanding. Each of the Emerging Markets
Portfolio of the Institutional Fund and the Emerging Markets Portfolio of the
Trust is a portfolio of an open-end series investment company, each of which has
one class of common stock outstanding. (Prior to May 11, 2000, the Institutional
Fund was named "Warburg, Pincus Institutional Fund, Inc.")
Each full share outstanding is entitled to one vote and each fractional
share outstanding is entitled to a proportionate share of one vote. As of May 5,
2000 for each of the Funds except the Emerging Markets Portfolio (Trust) and May
19, 2000 for the Emerging Markets Portfolio (Trust) (collectively, the "Record
Date"), the Funds had the following number of outstanding shares:
<TABLE>
<CAPTION>
----------------------------------------------------------------- ----------------------------------------------------
FUND NUMBER OF OUTSTANDING SHARES
----------------------------------------------------------------- ----------------------------------------------------
<S> <C>
Global Telecommunications Fund 7,201,738.0410
----------------------------------------------------------------- ----------------------------------------------------
Global Health Sciences Fund 2,964,985.5230
----------------------------------------------------------------- ----------------------------------------------------
Emerging Markets Fund 7,099,537.3210
----------------------------------------------------------------- ----------------------------------------------------
Emerging Markets Portfolio (Institutional Fund) 145,457.2710
----------------------------------------------------------------- ----------------------------------------------------
Emerging Markets Portfolio (Trust) 2,472,216.6480
----------------------------------------------------------------- ----------------------------------------------------
</TABLE>
5
<PAGE>
The persons who owned more than 5% of any Fund's outstanding shares as
of the Record Date, to the knowledge of the Funds, are set forth in APPENDIX B
hereto.
Each Fund provides periodic reports to all of its shareholders which
highlight relevant information, including investment results and a review of
portfolio changes. You may receive an additional copy of the most recent annual
report for each Fund and a copy of any more recent semi-annual report, without
charge, by calling 800-WARBURG (800-927-2874) or by writing to Warburg Pincus
Funds, P.O. Box 9030, Boston, Massachusetts 02205-9030.
6
<PAGE>
PROPOSAL I
APPROVAL OF SUB-INVESTMENT ADVISORY AGREEMENT
INTRODUCTION
The shareholders of each Fund will be asked at the Special Meeting to
approve a Sub-Investment Advisory Agreement (the "Sub-Advisory Agreement") among
each Company, Credit Suisse Asset Management, LLC ("CSAM") and Credit Suisse
Asset Management Limited ("CSAM U.K."). The Sub-Advisory Agreement was
unanimously approved by the Board of each Company, including all of the
Directors or Trustees who are not parties to the Sub-Advisory Agreement or
"interested persons" (as defined under the 1940 Act) of any such parties (the
"Non-Interested Directors") at a meeting held on May 1, 2000.
At the meeting, CSAM, as investment adviser to each Fund, recommended
to the Boards that each Fund retain CSAM U.K. as sub-investment adviser and that
pursuant to the Sub-Advisory Agreement, CSAM pay CSAM U.K. a sub-advisory fee
which is accrued daily and payable quarterly out of the advisory fee that is
paid to CSAM. Under the proposed Sub-Advisory Agreement, CSAM will monitor the
activities and performance of CSAM U.K.
The Sub-Advisory Agreement as approved by each Board is now being
submitted for approval by the shareholders of each Fund. If it is approved by a
Majority Vote of the outstanding shares of a Fund, it will continue in effect
for an initial two-year term, and will continue from year to year thereafter,
subject to approval annually by the Board or by a Majority Vote of the
outstanding shares of the Fund, and also, in either event, approval by a
majority of the Non-Interested Directors at a meeting called for the purpose of
voting on such approval. If the shareholders of a Fund should fail to approve
the Sub-Advisory Agreement, the Board shall consider appropriate action with
respect to such non-approval of the Sub-Advisory Agreement.
A form of the Sub-Advisory Agreement to be used for each Fund is
attached as APPENDIX C.
CSAM's principal office is located at 466 Lexington Avenue, New York,
New York 10017-3147, and CSAM U.K.'s principal office is located at Beaufort
House, 15 St. Botolph Street, London, EC3A 7JJ.
THE SUB-ADVISORY FEE PAID TO CSAM U.K. PURSUANT TO THE SUB-ADVISORY
AGREEMENT WILL BE PAID BY CSAM OUT OF THE INVESTMENT ADVISORY FEES THAT IT
RECEIVES FOR THE INVESTMENT ADVISORY SERVICES THAT IT PROVIDES TO EACH FUND NET
OF FEE WAIVERS AND REIMBURSEMENTS AND, ACCORDINGLY, THE RETENTION OF CSAM U.K.
WILL NOT INCREASE THE FEES OR EXPENSES OTHERWISE INCURRED BY A FUND'S
SHAREHOLDERS.
EACH FUND WILL CONSIDER THE APPROVAL OF PROPOSAL I SEPARATELY, AND THE
APPROVAL OR DISAPPROVAL BY ONE FUND WILL NOT AFFECT THE APPROVAL OR DISAPPROVAL
BY ANOTHER FUND.
7
<PAGE>
BOARD EVALUATION AND RECOMMENDATION
In determining whether it was appropriate to approve the Sub-Advisory
Agreement and to recommend approval to shareholders, the Board of each Company,
including the Non-Interested Directors, considered various matters and materials
provided by CSAM U.K. The Board considered, primarily, the benefits to a Fund of
retaining CSAM U.K. given the increased complexity of the domestic and
international securities markets, specifically that retention of CSAM U.K. would
expand the universe of companies and countries from which investment
opportunities can be sought. In addition, the retention of CSAM U.K. furthers
the goal of reorienting the Global Telecommunications and Global Health Sciences
Funds as global, rather than domestic, funds. The Board also carefully
considered CSAM U.K.'s expertise in managing the types of global investments
which each Fund makes, including CSAM U.K.'s personnel and research
capabilities. The Board also evaluated the extent of the proposed services to be
offered by CSAM U.K. In addition, the Board took into account the lack of any
anticipated adverse impact to a Fund as a result of the Sub-Advisory Agreement,
particularly that THE COMPENSATION PAID TO CSAM U.K. WILL BE PAID BY CSAM OUT OF
THE INVESTMENT ADVISORY FEES THAT IT RECEIVES FOR THE INVESTMENT ADVISORY
SERVICES THAT IT PROVIDES TO EACH FUND NET OF FEE WAIVERS AND REIMBURSEMENTS
AND, ACCORDINGLY, THAT THE RETENTION OF CSAM U.K. WILL NOT INCREASE THE FEES OR
EXPENSES OTHERWISE INCURRED BY A FUND'S SHAREHOLDERS.
BACKGROUND INFORMATION REGARDING THE FUNDS
The Funds commenced investment operations on the following dates, with
CSAM or its predecessor, serving as each Fund's investment adviser from its
inception date:
<TABLE>
<CAPTION>
---------------------------------------------------------- ----------------------------------------------------------
INCEPTION DATE
FUND (COMMENCEMENT OF OPERATIONS)
---------------------------------------------------------- ----------------------------------------------------------
<S> <C>
Global Telecommunications Fund December 4, 1996
---------------------------------------------------------- ----------------------------------------------------------
Global Health Sciences Fund December 31, 1996
---------------------------------------------------------- ----------------------------------------------------------
Emerging Markets Fund December 30, 1994
---------------------------------------------------------- ----------------------------------------------------------
Emerging Markets Portfolio (Institutional Fund) September 30, 1996
---------------------------------------------------------- ----------------------------------------------------------
Emerging Markets Portfolio (Trust) December 31, 1997
---------------------------------------------------------- ----------------------------------------------------------
</TABLE>
Each Fund invests in foreign equity securities, as described more fully
in each Fund's prospectus(es).
Currently, Credit Suisse Asset Management Securities, Inc. ("CSAMSI")
and PFPC Inc. ("PFPC") serve as co-administrators to each of the Funds. CSAMSI's
address is 466 Lexington Avenue, New York, New York 10017-3147. PFPC has its
principal offices at 400 Bellevue Parkway, Wilmington, Delaware 19809. PNC Bank,
National Association ("PNC") serves as custodian for the U.S. assets and State
Street Bank and Trust Company ("State Street") serves as custodian for the
non-U.S. assets for each of the Funds except for the Global
8
<PAGE>
Telecommunications Fund. The Global Telecommunications Fund employs Brown
Brothers Harriman & Co. ("BBH") as custodian of its U.S. and non-U.S. assets.
PNC is an indirect wholly owned subsidiary of PNC Bank Corp. and its principal
business address is 8800 Tinicum Blvd., Philadelphia, Pennsylvania 19153. State
Street's principal business address is 225 Franklin Street, Boston,
Massachusetts 02110. BBH's principal business address is 40 Water Street,
Boston, Massachusetts 02109-3661. CSAMSI, a subsidiary of CSAM, is the
distributor of the shares of the Funds. THESE SERVICE AGREEMENTS WILL NOT BE
AFFECTED BY THE PROPOSED SUB-ADVISORY AGREEMENT.
DESCRIPTION OF CURRENT INVESTMENT ADVISORY AGREEMENT
CSAM, a professional investment counseling firm, serves as each Fund's
investment adviser. CSAM is an indirect wholly-owned U.S. subsidiary of Credit
Suisse Group ("Credit Suisse"). Credit Suisse is a global financial services
company, providing a comprehensive range of banking and insurance products.
Active on every continent and in all major financial centers, Credit Suisse
comprises five business units -- Credit Suisse Asset Management (asset
management), of which CSAM is a member; Credit Suisse First Boston (investment
banking); Credit Suisse Private Banking (private banking); Credit Suisse (retail
banking); and Winterthur (insurance). Credit Suisse has approximately $737.5
billion of global assets under management and employs approximately 63,000
people worldwide. The principal business address of Credit Suisse is Paradeplatz
8, CH 8070, Zurich, Switzerland.
Pursuant to the Investment Advisory Agreements with CSAM related to
each of the Funds, dated October 26, 1998 for the Global Telecommunications Fund
and July 6, 1999 for the other Companies (the "Advisory Agreements"), subject to
the supervision and direction of each Board, CSAM is responsible for managing
each Fund in accordance with the Fund's stated investment objective and
policies. As compensation for its services to the Funds, CSAM receives the
following compensation as a percentage of the average daily net assets of each
Fund and was paid the following investment advisory fees for the fiscal years
indicated:
<TABLE>
<CAPTION>
----------------------------------------------- --------------------- -------------------------- ---------------------
INVESTMENT ADVISORY TOTAL COMPENSATION FISCAL YEAR
FUND FEE (AFTER WAIVERS) ENDED
----------------------------------------------- --------------------- -------------------------- ---------------------
<S> <C> <C> <C>
Global Telecommunications Fund 1.00% $93,200 8/31/99
----------------------------------------------- --------------------- -------------------------- ---------------------
Global Health Sciences Fund 1.00% $491,308 10/31/99*
----------------------------------------------- --------------------- -------------------------- ---------------------
Emerging Markets Fund 1.25% $337,159 10/31/99
----------------------------------------------- --------------------- -------------------------- ---------------------
Emerging Markets Portfolio (Institutional 1.00% $24,281 10/31/99
Fund)
----------------------------------------------- --------------------- -------------------------- ---------------------
Emerging Markets Portfolio (Trust) 1.25% $0 12/31/99
----------------------------------------------- --------------------- -------------------------- ---------------------
</TABLE>
* The Global Health Sciences Fund will change its fiscal year end from October
31 to August 31, effective August 31, 2000.
9
<PAGE>
Also, with respect to the Global Telecommunications Fund, the Global
Health Sciences Fund, the Emerging Markets Portfolio (Institutional Fund) and
the Emerging Markets Portfolio (Trust), CSAM reimbursed expenses of $33,124,
$10,449, $15,194 and $22,362, respectively, for the most recent fiscal year.
CSAM is responsible for providing investment advisory services as well
as conducting a continual program of investment, evaluation and, if appropriate,
sale and reinvestment of a Fund's assets. In addition to expenses that CSAM may
incur in performing its services under the Advisory Agreements, CSAM pays the
compensation, fees and related expenses of all Directors or Trustees who are
affiliated persons of CSAM or any of its subsidiaries and, if the Sub-Advisory
Agreement is approved by the shareholders of a Fund, will pay the sub-advisory
fee to CSAM U.K. Each Fund pays all other expenses incurred in its operations,
including general administrative expenses.
The Advisory Agreements for the Global Health Sciences Fund, the
Emerging Markets Fund, the Emerging Markets Portfolio (Institutional Fund) and
the Emerging Markets Portfolio (Trust) were last submitted to a shareholder vote
on May 21, 1999 in connection with Credit Suisse's acquisition of Warburg Pincus
Asset Management, Inc. The Advisory Agreement for the Global Telecommunications
Fund was last submitted to a shareholder vote on October 26, 1998 at its initial
shareholder meeting.
REGARDLESS OF WHETHER THE SUB-ADVISORY AGREEMENTS ARE APPROVED, CSAM
WILL CONTINUE TO SERVE AS INVESTMENT ADVISER TO THE FUNDS PURSUANT TO THE
ADVISORY AGREEMENTS.
DESCRIPTION OF PROPOSED SUB-ADVISORY AGREEMENT
Subject to the supervision of CSAM, the Sub-Advisory Agreement requires
CSAM U.K., in the exercise of its best judgment, to provide investment advisory
assistance and portfolio management advice to a Fund in accordance with the
Articles of Incorporation or Declaration of Trust applicable to the Fund, as may
be amended from time to time, the Fund's Prospectus(es) and Statement(s) of
Additional Information, as from time to time in effect, and in such manner and
to such extent as may from time to time be approved by the Board.
In connection with the Sub-Advisory Agreement, CSAM U.K. will:
(1) furnish CSAM on behalf of the Fund such information, investment
recommendations, advice and assistance as CSAM shall from time to
time reasonably request;
(2) execute, or place orders for the execution of, securities
transactions on behalf of the Fund, after consultation with CSAM;
(3) confer with CSAM concerning the purchase, retention or sale of
securities on behalf of the Fund;
10
<PAGE>
(4) provide CSAM with statistical, research and other factual data
for its use in connection with the Fund's investment program;
(5) assist CSAM in monitoring the execution of securities
transactions and the settlement and clearance of securities
transactions on behalf of the Fund; and
(6) furnish CSAM and the Board with such periodic and special reports
as the Fund or CSAM may reasonably request.
In connection with the performance of the services of CSAM U.K. as
provided for in the Sub-Advisory Agreement, CSAM U.K. 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 Investment Advisers Act
of 1940, as amended (the "Advisers Act"); provided that CSAM U.K. remains liable
for the performance of its duties.
The services of CSAM U.K. under each proposed Sub-Advisory Agreement
are not exclusive. CSAM U.K. has the right to provide similar services to other
investment companies or to engage in other activities, provided that those
activities do not adversely affect CSAM U.K.'s ability to perform its services
under the Sub-Advisory Agreements.
The Sub-Advisory Agreement will terminate automatically in the event of
its assignment. In addition, it may be terminated by CSAM or CSAM U.K. upon 60
days' written notice to the other parties; or with respect to a Fund, upon the
vote of a majority of the Board or a majority of the outstanding voting
securities of the Fund, upon 60 days' written notice to CSAM and CSAM U.K.
Under the Sub-Advisory Agreements, CSAM pays CSAM U.K. an annual fee
equal to 50% of the net quarterly amount (after fee waivers and reimbursements)
received by CSAM for CSAM's services as each Fund's investment adviser. The fee
for the period from the date of the Sub-Advisory Agreement to the end of the
quarter during which the Sub-Advisory Agreement commences is prorated according
to the proportion that such period bears to the full quarterly period. Upon the
termination of the Sub-Advisory 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.
CSAM PAYS CSAM U.K. THE SUB-ADVISORY FEE OUT OF THE NET INVESTMENT
ADVISORY FEES THAT IT RECEIVES FOR ITS INVESTMENT ADVISORY SERVICES PROVIDED TO
EACH FUND (AFTER FEE WAIVERS AND REIMBURSEMENTS). CSAM U.K. HAS NO RIGHT TO
OBTAIN COMPENSATION DIRECTLY FROM A FUND FOR SERVICES PROVIDED UNDER THE
SUB-ADVISORY AGREEMENT AND MUST LOOK SOLELY TO CSAM FOR PAYMENT OF FEES DUE.
INFORMATION ABOUT CSAM U.K.
CSAM U.K. is a corporation organized under the laws of England in 1982
and is registered as an investment adviser under the Advisers Act. The principal
11
<PAGE>
executive office of CSAM U.K. is Beaufort House, 15 St. Botolph Street, London
EC3A 7JJ, England. CSAM U.K. is a diversified asset manager, handling global
equity, balanced, fixed income and derivative securities accounts for other
investment companies, corporate pension and profit-sharing plans, state pension
funds, union funds, endowments and other charitable institutions. CSAM U.K. has
been in the money management business for over 15 years and currently manages
approximately $37.6 billion in assets.
CSAM U.K. is a wholly owned subsidiary of Credit Suisse Asset
Management (UK) Holding Limited ("CSAM Holding"). CSAM Holding is a wholly owned
subsidiary of Credit Suisse, the parent company of the Funds' investment
adviser, CSAM. Both Credit Suisse and CSAM Holding are located at Paradeplatz 8,
8001 Zurich, Switzerland.
CSAM U.K. is governed by a Board of Directors. Subject to the overall
authority of the Board of Directors, the day-to-day affairs of CSAM U.K. are
managed by an Executive Committee. The names and principal occupations of the
directors and principal executive officers of CSAM U.K. are set forth below.
Each of these persons may be contacted c/o Credit Suisse Asset Management
Limited, Beaufort House, 15 St. Botolph Street, London EC3A 7JJ, England.
<TABLE>
<CAPTION>
---------------------------------------- -------------------------------------- --------------------------------------
NAME CURRENT POSITION WITH CSAM U.K. OTHER CURRENT PRINCIPAL OCCUPATIONS
---------------------------------------- -------------------------------------- -------------------------------------
<S> <C> <C>
Steen Steincke Director; Chief Executive Officer; Chief Executive Officer, CSAM Europe
Managing Director (ex-Switzerland)
---------------------------------------- -------------------------------------- --------------------------------------
Glenn Wellman Director; Chief Operating Officer; Chief Operating Officer, CSAM Europe
Managing Director (ex-Switzerland)
---------------------------------------- -------------------------------------- --------------------------------------
Robert J. Parker Director; Managing Director; Deputy Co-Head Global Institutional
Chairman Business Development, CSAM Group
---------------------------------------- -------------------------------------- --------------------------------------
Ian Chimes Director; Managing Director Executive Officer of CSAM Funds
(U.K.) Ltd.
---------------------------------------- -------------------------------------- --------------------------------------
Dilip Rasgotra Director; Managing Director Head of Global Fixed Income,
Chairman of Investment Policy Group,
CSAM Group
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
12
<PAGE>
The following chart sets forth information with respect to another
mutual fund sub-advised by CSAM U.K. with an investment objective similar to the
investment objective of the Emerging Markets Fund and the Emerging Markets
Portfolios of the Institutional Fund and the Trust:
<TABLE>
<CAPTION>
--------------------------------------- --------------------------------------- ------------------ -------------------
SIZE OF RATE OF
FUND INVESTMENT OBJECTIVE FUND/ACCOUNT COMPENSATION
--------------------------------------- --------------------------------------- ------------------ -------------------
<S> <C> <C> <C>
SEI Institutional International Trust Capital appreciation $99,340,766* .60%
- Emerging Markets Equity Fund
--------------------------------------- --------------------------------------- ------------------ -------------------
</TABLE>
* Represents the total assets of the Fund managed by CSAM U.K. as one of four
sub-investment advisers to the Fund as of September 30, 1999. Assets of the Fund
in the aggregate totaled approximately $866,911,000 as of the same date.
THE BOARD OF DIRECTORS/TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR THIS PROPOSAL.
13
<PAGE>
PROPOSAL II (GLOBAL HEALTH SCIENCES FUND ONLY)
APPROVAL OF CHANGE OF SUB-CLASSIFICATION OF THE GLOBAL HEALTH SCIENCES FUND
FROM A DIVERSIFIED TO A NON-DIVERSIFIED INVESTMENT COMPANY AND
ELIMINATION OF THE FUNDAMENTAL INVESTMENT RESTRICTION RELATING TO BEING
A DIVERSIFIED INVESTMENT COMPANY
The Global Health Sciences Fund currently is a "diversified" investment
company under Section 5 of the 1940 Act. As a result, the Fund is currently
subject to an investment restriction which reads as follows:
"[The Global Health Sciences Fund] may not purchase the securities of
any issuer if as a result more than 5% of the value of the Fund's total
assets would be invested in the securities of such issuer, except that
this 5% limitation does not apply to U.S. Government Securities and
except that up to 25% of the value of the Fund's total assets may be
invested without regard to this 5% limitation."
The Board of Directors of the Global Health Sciences Fund has
approved, and recommends that the shareholders also approve, a change in the
Fund's sub-classification from "diversified" to "non-diversified" and the
elimination of the investment restriction quoted above. The Fund, however,
intends to continue to comply with the diversification and other requirements of
the Internal Revenue Code of 1986, as amended (the "Code"), applicable to
regulated investment companies so that it will not be subject to U.S. federal
income taxes on its net investment income. The diversification requirements
imposed by the Code would subject the Fund to the 5% per issuer percentage limit
found in the quoted investment restriction, but only with respect to 50% (rather
than 75%) of its total assets.
A change in the Global Health Sciences Fund's sub-classification to a
non-diversified investment company will permit the Fund to concentrate its
investments in fewer issuers than is now the case. The Board believes that the
investment adviser's ability to manage the Fund's portfolio in a changing
regulatory or investment environment will be enhanced and accordingly, that
investment management opportunities will be increased. While greater
concentration may prove beneficial when companies that the Fund invests in
outperform the market, greater concentration in fewer issuers will also magnify
negative performance. In general, the Fund's net asset value and related market
price may become more volatile. Notwithstanding the potential for increased
volatility, the Board has determined that approval of this proposal is in the
best interests of shareholders of the Fund.
Upon approval of this proposal, the Fund could commence restructuring
of its portfolio to take advantage of its non-diversified status. This
restructuring could result in increased brokerage commissions and taxable
realized capital gains
14
<PAGE>
in the short-term. It is proposed, however, to make this transition in such a
way as to minimize such brokerage expense and tax liability.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR THIS PROPOSAL.
* * * * * * * * * * * * *
ADDITIONAL INFORMATION
GENERAL
The costs of the Special Meeting (estimated at $175,000 including the
cost of preparing, printing and mailing the enclosed proxy, accompanying notice
and proxy statement and all other costs incurred in connection with the
solicitation of proxies) will be paid entirely by CSAM and/or CSAM U.K. (and not
by any Fund). The principal solicitation of proxies will be by the mailing of
this joint proxy statement, but proxies may also be solicited by telephone
and/or in person by representatives of a Fund and regular employees of CSAM or
its affiliates. Such representatives and employees will not receive additional
compensation for solicitation activities.
CSAM has retained the services of D.F. King & Co., Inc. (the "Agent")
to assist in the solicitation of proxies. As the Special Meeting date
approaches, shareholders may receive a telephone call from a representative of
the Agent if their vote has not yet been received. Authorization to permit the
Agent to execute proxies may be obtained by telephonic or electronic transmitted
instructions from shareholders of each Fund. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth
below. The Board believes that these procedures are reasonably designed to
ensure that the identity of the shareholder casting the vote and the
shareholder's voting instructions are accurately determined.
In all cases where a telephonic proxy is solicited, the Agent's
representative is required to ask for each shareholder's full name, address,
last four digits of the shareholder's social security or tax identification
number, title of the person and whether such person is authorized to direct the
voting of such shares (if an entity), the number of shares owned, if known, and
to confirm that the shareholder has received the proxy statement and proxy card
in the mail. If the information solicited agrees with the information provided
to the Agent, then the Agent representative has the responsibility to explain
the process, read the proposals listed on the proxy card, and ask for the
shareholder's instructions on each proposal. The Agent's representative,
although he or she is permitted to answer questions about the process, is not
permitted to recommend to the shareholder how to vote, other than to read any
recommendation set forth in the proxy statement. The Agent will record the
shareholder's instructions on the card. Within 72 hours, the shareholder will be
sent a letter by first class mail confirming his or her vote and asking the
shareholder to call the Agent immediately if his or her votes are not correctly
reflected in the confirmation.
15
<PAGE>
If the shareholder wishes to participate in the Special Meeting, but
does not wish to give his or her proxy by telephone, by fax or by the Internet,
the shareholder may still submit the proxy card originally sent with the proxy
statement or attend in person. Should shareholders require additional
information regarding the proxy or replacement proxy cards, they may contact the
Agent toll-free at 1-800-207-3155. Any proxy given by a shareholder, whether in
writing, by telephone, by fax or by the Internet, is revocable.
SHAREHOLDER PROPOSALS
Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Special Meeting, if any,
should send their written proposals to the Secretary of the relevant Fund, c/o
Credit Suisse Asset Management, LLC, 466 Lexington Avenue, New York, NY 10017,
within a reasonable time before the solicitation of proxies for such meeting.
The timely submission of a proposal does not guarantee its inclusion.
OTHER BUSINESS
Management knows of no business to be presented to the Special Meeting
other than the matters set forth in this combined proxy statement, but should
any other matter requiring the vote of shareholders arise, the proxies will vote
thereon according to their best judgment in the interests of a Fund.
By Order of the Board of Directors/Trustees,
/s/ Hal Liebes
Hal Liebes
Vice President and Secretary
New York, New York
May 31, 2000
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT
ANNUAL REPORT AND ANY MORE RECENT SEMI-ANNUAL REPORT TO A SHAREHOLDER UPON
REQUEST. ANY SUCH REQUEST SHOULD BE DIRECTED TO THE FUNDS BY CALLING 800-WARBURG
(800-927-2874) OR BY WRITING TO WARBURG PINCUS FUNDS, P.O. BOX 9030, BOSTON,
MASSACHUSETTS 02205-9030.
16
<PAGE>
APPENDIX A
<TABLE>
<CAPTION>
REPRESENTATION BY PROXY OR IN PERSON OF SHAREHOLDERS NECESSARY FOR QUORUM
------------------------------------------------------------ ---------------------------------------------------------
FUND PERCENTAGE OF VOTING SECURITIES NECESSARY
------------------------------------------------------------ ---------------------------------------------------------
<S> <C>
Global Telecommunications Fund 33-1/3%
------------------------------------------------------------ ---------------------------------------------------------
Global Health Sciences Fund 33-1/3%
------------------------------------------------------------ ---------------------------------------------------------
Emerging Markets Fund 33-1/3%
------------------------------------------------------------ ---------------------------------------------------------
Emerging Markets Portfolio (Institutional Fund) 50%
------------------------------------------------------------ ---------------------------------------------------------
Emerging Markets Portfolio (Trust) 50%
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
A-1
<PAGE>
APPENDIX B
WARBURG, PINCUS GLOBAL TELECOMMUNICATIONS FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
COMMON SHARES COMMON SHARES
OWNED OF RECORD OUTSTANDING
NAME AND ADDRESS
<S> <C> <C>
CHARLES SCHWAB & CO 2,951,511.7000 40.98%
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
101 MONTGOMERY ST
SAN FRANCISCO, CA 94104-4122
NAT'L FINANCIAL SVCS CORP 1,297,136.2370 18.01%
FBO CUSTOMERS
CHURCH ST STATION
P.O. BOX 3908
NEW YORK, NY 10008-3908
</TABLE>
B-1
<PAGE>
WARBURG, PINCUS GLOBAL HEALTH SCIENCES FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE FUND
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
COMMON SHARES COMMON SHARES
OWNED OF RECORD OUTSTANDING
NAME AND ADDRESS
<S> <C> <C>
CHARLES SCHWAB & CO INC 885,568.7420 29.87%
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO, CA 94104-4122
NAT'L FINANCIAL SVCS CORP 386,498.7790 13.04%
FBO CUSTOMERS
P.O. BOX 3908
CHURCH ST STATION
NEW YORK, NY 10008-3908
</TABLE>
B-2
<PAGE>
WARBURG, PINCUS EMERGING MARKETS FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF A CLASS
OF THE FUND
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
COMMON SHARES COMMON SHARES
OWNED OF RECORD OUTSTANDING
NAME AND ADDRESS
<S> <C> <C>
CHARLES SCHWAB & CO INC 1,799,380.5010 25.90%
SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE
BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO, CA 94104-4122
SALOMON SMITH BARNEY INC 1,167,086.0720 16.80%
BOOK ENTRY ACCOUNT
ATTN MATT MAESSTRI
333 WEST 34TH STREET
7TH FLOOR MUTUAL FUND DEPT
NEW YORK, NY 10001-2483
NAT'L FINANCIAL SVCS CORP 725,876.7180 10.45%
FBO CUSTOMERS
P.O. BOX 3908
CHURCH ST STATION
NEW YORK, NY 10008-3908
MERRILL LYNCH PIERCE 476,864.1500 6.87%
FENNER & SMITH INC
BUILDING 1 TEAM A FL 2
4800 DEER LAKE DRIVE EAST
JACKSONVILLE, FL 32246-6484
<CAPTION>
NUMBER OF PERCENT OF
ADVISOR SHARES ADVISOR SHARES
OWNED OF RECORD OUTSTANDING
NAME AND ADDRESS
<S> <C> <C>
DONALDSON LUFKIN JENRETTE 1,754.3860 22.55%
SECURITIES CORPORATION INC
P.O. BOX 2052
JERSEY CITY, NJ 07303-2052
B-3
<PAGE>
NUMBER OF PERCENT OF
ADVISOR SHARES ADVISOR SHARES
OWNED OF RECORD OUTSTANDING
NAME AND ADDRESS
DONALDSON LUFKIN JENRETTE 1,045.0010 13.43%
SECURITIES CORPORATION INC
P.O. BOX 2052
JERSEY CITY, NJ 07303-2052
MORRIS CHARIF 1,000.0000 12.85%
EILEEN CHARIF TTEE
MORRIS CHARIF REV TRUST
U/A DTD 2/25/97
7839 GRANVILLE DRIVE
TAMARAC, FL 33321-8766
DONALDSON LUFKIN JENRETTE 711.3510 9.14%
SECURITIES CORPORATION INC
P.O. BOX 2052
JERSEY CITY, NJ 07303-2052
BANC OF AMERICA SECURITIES LLC 619.5690 7.96%
170-4128213
CA5-522-15-13
600 MONTGOMERY STREET
SAN FRANCISCO, CA 94111-2702
DONALDSON LUFKIN JENRETTE 540.9580 6.95%
SECURITIES CORPORATION INC
P.O. BOX 2052
JERSEY CITY, NJ 07303-2052
BEAR STEARNS SECURITIES CORP 476.6170 6.13%
FBO 523 00435-14
1 METROTECH CENTER NORTH
BROOKLYN, NY 11201-3870
BANC OF AMERICA SECURITIES LLC 416.6930 5.36%
170-45178-16
CA5-522-15-13
600 MONTGOMERY STREET
SAN FRANCISCO, CA 94111-2702
</TABLE>
B-4
<PAGE>
CREDIT SUISSE INSTITUTIONAL FUND, INC.
(Emerging Markets Portfolio)
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE PORTFOLIO
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES SHARES
OWNED OF RECORD OUTSTANDING
NAME AND ADDRESS
<S> <C> <C>
THE GREENWALL FOUNDATION 139,585.2710 95.96%
WILLIAM C. STUBING
2 PARK AVE
NEW YORK, NY 10016-5675
</TABLE>
B-5
<PAGE>
WARBURG PINCUS TRUST
(Emerging Markets Portfolio)
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF THE PORTFOLIO
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES SHARES
OWNED OF RECORD OUTSTANDING
NAME AND ADDRESS
<S> <C> <C>
THE TRAVELERS SEP ACCOUNT 574,164.1810 23.22%
TM2 FOR VARIABLE ANNUITIES
OF THE TRAVELERS INSURANCE CO
1 TOWER SQ
HARTFORD, CT 06183-0002
KEMPER INVESTORS 568,260.4580 22.99%
LIFE INSURANCE COMPANY
VARIABLE ANNUITY SEPARATE ACCOUNT
ATTN KAREN PORTEN
1 KEMPER DR BLDG 3 T-1
LONG GROVE, IL 60049-0001
THE TRAVELERS SEP ACCOUNT 402,488.0170 16.28%
ABD2 FOR VARIABLE ANNUITIES
OF THE TRAVELERS INSURANCE CO
1 TOWER SQ
HARTFORD, CT 06183-0002
SUN LIFE OF CANADA (US) 312,009.8950 12.62%
C/O RETIREMENT PRODUCTS &
SERVICES ACCOUNTING CONTROL
P.O. BOX 9134
BOSTON, MA 02117-9134
THE TRAVELERS SEP ACCOUNT 174,090.8740 7.04%
ABD FOR VARIABLE ANNUITIES
OF THE TRAVELERS INSURANCE CO
1 TOWER SQ
HARTFORD, CT 06183-0002
THE TRAVELERS SEP ACCOUNT 150,360.4250 6.08%
06 FOR VARIABLE ANNUITIES
OF THE TRAVELERS INSURANCE CO
1 TOWER SQ
HARTFORD, CT 06183-0002
</TABLE>
B-6
<PAGE>
APPENDIX C
FORM OF
SUB-INVESTMENT ADVISORY AGREEMENT
[INSERT DATE], 2000
Credit Suisse Asset Management Limited
Beaufort House
15 St. Botolph Street
London EC3A 7JJ
Dear Sirs:
Warburg, Pincus [INSERT NAME] Fund, Inc. (the "Fund"), a
[corporation/business trust] organized and existing under the laws of the [State
of Maryland/ Commonwealth of Massachusetts], 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")/Declaration of
Trust, as may be amended from time-to-time (the "Declaration of Trust")], 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
C-1
<PAGE>
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
C-2
<PAGE>
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-3
<PAGE>
(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.
C-4
<PAGE>
(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
C-5
<PAGE>
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 the Fund, CSAM or the
Sub-Adviser or
C-6
<PAGE>
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.
C-7
<PAGE>
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, One Citicorp Center, 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.
[For the Emerging Markets Portfolio of Warburg Pincus Trust only:
----
17. Limitation of Liability
It is expressly agreed that this Agreement was executed by or
on behalf of the Trust and not by the Trustees of the Trust or its officers
individually, and the obligations of the Trust hereunder shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents or employees
of the Trust individually, but bind only the assets and property of the Trust,
as provided in the Agreement and Declaration of Trust of the Trust. The
execution and delivery of this Agreement have been authorized by the Trustees
and the sole shareholder of the Trust and signed by an authorized officer of the
Trust, acting as such, and neither such authorization by such Trustees and
shareholder nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to
C-8
<PAGE>
impose any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in its Agreement and Declaration of Trust.]
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 [INSERT NAME]
FUND, INC.
By: _________________________________
Name:
Title:
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: _______________________________
Name:
Title:
C-9
