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<PAGE> PAGE 2
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<PAGE> PAGE 3
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<PAGE> PAGE 5
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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<PAGE> PAGE 9
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<PAGE> PAGE 10
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<PAGE> PAGE 11
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<PAGE> PAGE 12
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<PAGE> PAGE 13
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SIGNATURE MARY JANE MALONEY
TITLE MANAGER
<TABLE> <S> <C>
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<NAME> WARBURG, PINCUS TRUST II
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</TABLE>
EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77C: Submission of matters to a vote of
Security holders.
EXHIBIT B:
Attachment to item 77H: Changes in control of Registrant.
EXHIBIT C:
Attachment to item 77Q1: New Investment Advisory Agreement
- ------------------------------------------------------------------
EXHIBIT A:
Sub-Item 77C: Submission of matter to a vote of security holders
(a) A special meeting was held on May 21, 1999.
(b) At the special meeting held on May 21, 1999, the
following persons were elected as trustees of the Trust,
constituting the entire Board of Trustees: Richard H. Francis,
Jack W. Fritz, Jeffrey E. Garten, James S. Pasman, Jr., William
W. Priest, Steven N. Rappaport, Arnold M. Reichman, Alexander B.
Trowbridge.
(c) At the special meeting held on May 21, 1999,
shareholders of each Portfolio of the Trust were asked to approve
a new investment advisory agreement between each Portfolio of the
Trust and Credit Suisse Asset Management, LLC.
The new investment advisory agreement was approved by
shareholders of the Fixed Income Portfolio and the shareholder
vote was as follows:
Total Number of Votes Percentage of total
number of shares
outstanding
Approve 278,252.4320 100%
Disapprove 0.0000 0.00%
Abstain 0.0000 0.00%
The new investment advisory agreement was approved by
shareholders of the Global Fixed Income Portfolio and the
shareholder vote was as follows:
Total Number of Votes Percentage of total
number of shares
outstanding
Approve 181,158.5880 100%
Disapprove 0.0000 0.00%
Abstain 0.0000 0.00%
(d) Not applicable
EXHIBIT B:
Sub-Item 77H: Changes in control of registrant
(a) On July 6, 1999, Credit Suisse Group acquired Warburg
Pincus Asset Management, Inc. ("Warburg Pincus"), the former
investment adviser to each Portfolio of the Trust. Warburg
Pincus was combined with Credit Suisse Group's existing U.S.
asset management business, Credit Suisse Asset Management, LLC,
which is an indirect wholly-owned U.S. subsidiary of Credit
Suisse Group. Credit Suisse Group may be deemed to control the
Trust on the basis of its control of Credit Suisse Asset
Management, LLC, the current investment adviser to each Portfolio
of the Trust.
(b) On July 6, 1999, Warburg, Pincus & Co., formerly the
ultimate parent of Warburg Pincus, ceased to be a controlling
person of the Trust as a result of the transactions described in
Sub-Item 77H(a).
EXHIBIT C:
Sub-Item 77Q1: Exhibits
INVESTMENT ADVISORY AGREEMENT
July 6, 1999
Credit Suisse Asset Management, LLC
466 Lexington Avenue
New York, New York 10017-3147
Dear Sirs:
Warburg, Pincus Trust II on behalf of the Fixed Income
Portfolio (the "Trust"), a business trust organized under the
laws of the Commonwealth of Massachusetts, herewith confirms its
agreement with Credit Suisse Asset Management, LLC (the
"Adviser") as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the Trust by
investing and reinvesting in investments of the kind and in
accordance with the limitations specified in its Agreement and
Declaration of Trust, as may be amended from time to time, and in
the Trust'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 Trustees of the
Trust. Copies of the Trust's Prospectus and SAI have been or
will be submitted to the Adviser. The Trust desires to employ
and hereby appoints the Adviser to act as investment adviser to
the Trust. The Adviser accepts the appointment and agrees to
furnish the services for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board
of Trustees of the Trust, the Adviser will (a) act in strict
conformity with the Trust's Agreement and Declaration of Trust,
the Investment Company Act of 1940 (the "1940 Act") and the
Investment Advisers Act of 1940, as the same may from time to
time be amended, (b) manage the Trust's assets in accordance with
the Trust's investment objective and policies as stated in the
Trust's Prospectus and SAI, (c) make investment decisions for the
Trust, (d) place purchase and sale orders for securities on
behalf of the Trust, (e) exercise voting rights in respect of
portfolio securities and other investments for the Trust, and (f)
monitor and evaluate the services provided by the Trust's
investment sub-adviser(s), if any, under the terms of the
applicable investment sub-advisory agreement(s). In providing
those services, the Adviser will provide investment research and
supervision of the Trust's investments and conduct a continual
program of investment, evaluation and, if appropriate, sale and
reinvestment of the Trust's assets. In addition, the Adviser
will furnish the Trust with whatever statistical information the
Trust may reasonably request with respect to the securities that
the Trust may hold or contemplate purchasing.
Subject to the approval of the Board of Trustees of the
Trust and where required, the Trust's shareholders, the Adviser
may engage an investment sub-adviser or sub-advisers to provide
advisory services in respect of the Trust and may delegate to
such investment sub-adviser(s) the responsibilities described in
subparagraphs (b), (c), (d) and (e) above. In the event that an
investment sub-adviser's engagement has been terminated, the
Adviser shall be responsible for furnishing the Trust with the
services required to be performed by such investment sub-
adviser(s) under the applicable investment sub-advisory
agreements or arranging for a successor investment sub-adviser(s)
to provide such services on terms and conditions acceptable to
the Trust and the Trust's Board of Trustees and subject to the
requirements of the 1940 Act.
3. Brokerage
In executing transactions for the Trust, selecting
brokers or dealers and negotiating any brokerage commission
rates, the Adviser will use its best efforts to seek the best
overall terms available. In assessing the best overall terms
available for any portfolio transaction, the Adviser will
consider all factors it deems relevant including, but not limited
to, breadth of the market in the security, the price of the
security, the financial condition and execution capability of the
broker or dealer and the reasonableness of any commission for the
specific transaction and for transactions executed through the
broker or dealer in the aggregate. In selecting brokers or
dealers to execute a particular transaction and in evaluating the
best overall terms available, the Adviser may consider the
brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as the same
may from time to time be amended) provided to the Trust and/or
other accounts over which the Adviser or an affiliate exercises
investment discretion.
4. Information Provided to the Trust
The Adviser will keep the Trust informed of
developments materially affecting the Trust, and will, on its own
initiative, furnish the Trust from time to time with whatever
information the Adviser believes is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in
rendering the services listed in paragraphs 2, 3 and 4 above.
The Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates,
provided that nothing herein shall be deemed to protect or
purport to protect the Adviser against any liability to the Trust
or to shareholders of the Trust to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties
or by reason of the Adviser's reckless disregard of its
obligations and duties under this Agreement.
6. Compensation
In consideration of the services rendered pursuant to
this Agreement, the Trust will pay the Adviser an annual fee
calculated at an annual rate of 0.50% of the Portfolio's average
daily net assets. The fee for the period from the date of this
Agreement to the end of the year shall be prorated according to
the proportion that such period bears to the full yearly period.
Upon any termination of this Agreement before the end of a year,
the fee for such part of that year shall be prorated according to
the proportion that such period bears to the full yearly period
and shall be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to the
Adviser, the value of the Trust 's net assets shall be computed
at the times and in the manner specified in the Trust's
Prospectus or SAI.
7. Expenses
The Adviser will bear all expenses in connection with
the performance of its services under this Agreement. The Trust
will bear its proportionate share of certain other expenses to be
incurred in its operation, including: investment advisory and
administration fees; taxes, interest, brokerage fees and
commissions, if any; fees of Trustees of the Trust who are not
officers, directors, or employees of the Adviser, any sub-adviser
or any of their affiliates; fees of any pricing service employed
to value shares of the Trust; Securities and Exchange Commission
fees and state blue sky qualification fees; charges of custodians
and transfer and dividend disbursing agents; the Trust's
proportionate share of insurance premiums; outside auditing and
legal expenses; costs of maintenance of the Trust'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 Trust and of the officers or
Board of Trustees of the Trust; and any extraordinary expenses.
The Trust will be responsible for nonrecurring expenses
which may arise, including costs of litigation to which the Trust
is a party and of indemnifying officers and Trustees of the Trust
with respect to such litigation and other expenses as determined
by the Trustees.
8. Services to Other Companies or Accounts
The Trust understands that the Adviser now acts, will
continue to act and may act in the future as investment adviser
to fiduciary and other managed accounts and to one or more other
investment companies or series of investment companies, and the
Trust has no objection to the Adviser so acting, provided that
whenever the Trust and one or more other accounts or investment
companies or portfolios advised by the Adviser have available
funds for investment, investments suitable and appropriate for
each will be allocated in accordance with a formula believed to
be equitable to each entity. The Trust recognizes that in some
cases this procedure may adversely affect the size of the
position obtainable for the Trust. In addition, the Trust
understands that the persons employed by the Adviser to assist in
the performance of the Adviser's duties hereunder will not devote
their full time to such service and nothing contained herein
shall be deemed to limit or restrict the right of the Adviser or
any affiliate of the Adviser to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature, provided that doing so does not adversely affect
the ability of the adviser to perform its services under this
Agreement.
9. Term of Agreement
This Agreement shall continue for an initial two-year
period commencing on the date first written above, and thereafter
shall continue automatically for successive annual periods,
provided such continuance is specifically approved at least
annually by (a) the Board of Trustees of the Trust or (b) a vote
of a "majority" (as defined in the 1940 Act) of the Trust's
outstanding voting securities, provided that in either event the
continuance is also approved by a majority of the Board of
Trustees who are not "interested persons" (as defined in said
Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable, without penalty, on 60 days' written
notice, by the Board of Trustees of the Trust or by vote of
holders of a majority of the Trust's shares, or upon 90 days'
written notice, by the Adviser. This Agreement will also
terminate automatically in the event of its assignment (as
defined in said Act).
10. Representation by the Trust
The Fund represents that a copy of its Agreement and
Declaration of Trust, dated December 16, 1996, together with all
amendments thereto, is on file in the office of the Secretary of
State of the Commonwealth of Massachusetts.
11. 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
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.
12. Miscellaneous
The Trust recognizes that directors, officers and
employees of the Adviser may from time to time serve as
directors, trustees, officers and employees of corporations and
business trusts (including other investment companies) and that
such other corporations and trusts may include the name
"Warburg", "Warburg Pincus", "CS", "CSAM", "Credit Suisse" or
"Credit Suisse Warburg Pincus" as part of their names, and that
the Adviser or its affiliates may enter into advisory or other
agreements with such other corporations and trusts. If the
Adviser ceases to act as the investment adviser of the Trust's
shares, the Trust agrees that, at the Adviser's request, the
Trust 's license to use the words "Warburg" , "Warburg Pincus"
"CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus"
will terminate and that the Trust will take all necessary action
to change the name of the Trust to names not including the words
"Warburg" "Warburg Pincus", "CS", "CSAM", "Credit Suisse" or
"Credit Suisse Warburg Pincus".
Please confirm that the foregoing is in accordance with
your understanding by indicating your acceptance hereof at the
place below indicated, whereupon it shall become a binding
agreement between us.
Very truly yours,
WARBURG, PINCUS TRUST II
ON BEHALF OF THE
FIXED INCOME PORTFOLIO
By: _______________________
Name: ________________
Title: _______________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: _______________________
Name: ________________
Title: _______________
INVESTMENT ADVISORY AGREEMENT
July 6, 1999
Credit Suisse Asset Management, LLC
466 Lexington Avenue
New York, New York 10017-3147
Dear Sirs:
Warburg, Pincus Trust II on behalf of the Global Fixed
Income Portfolio (the "Trust"), a business trust organized under
the laws of the Commonwealth of Massachusetts, herewith confirms
its agreement with Credit Suisse Asset Management, LLC (the
"Adviser") as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the Trust by
investing and reinvesting in investments of the kind and in
accordance with the limitations specified in its Agreement and
Declaration of Trust, as may be amended from time to time, and in
the Trust '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 Trustees of the
Trust. Copies of the Trust 's Prospectus and SAI have been or
will be submitted to the Adviser. The Trust desires to employ
and hereby appoints the Adviser to act as investment adviser to
the Trust. The Adviser accepts the appointment and agrees to
furnish the services for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board
of Trustees of the Trust, the Adviser will (a) act in strict
conformity with the Trust's Agreement and Declaration of Trust,
the Investment Company Act of 1940 (the "1940 Act") and the
Investment Advisers Act of 1940, as the same may from time to
time be amended, (b) manage the Trust's assets in accordance with
the Trust 's investment objective and policies as stated in the
Trust's Prospectus and SAI, (c) make investment decisions for the
Trust, (d) place purchase and sale orders for securities on
behalf of the Trust, (e) exercise voting rights in respect of
portfolio securities and other investments for the Trust, and (f)
monitor and evaluate the services provided by the Trust's
investment sub-adviser(s), if any, under the terms of the
applicable investment sub-advisory agreement(s). In providing
those services, the Adviser will provide investment research and
supervision of the Trust's investments and conduct a continual
program of investment, evaluation and, if appropriate, sale and
reinvestment of the Trust's assets. In addition, the Adviser
will furnish the Trust with whatever statistical information the
Trust may reasonably request with respect to the securities that
the Trust may hold or contemplate purchasing.
Subject to the approval of the Board of Trustees of the
Trust and where required, the Trust's shareholders, the Adviser
may engage an investment sub-adviser or sub-advisers to provide
advisory services in respect of the Trust and may delegate to
such investment sub-adviser(s) the responsibilities described in
subparagraphs (b), (c), (d) and (e) above. In the event that an
investment sub-adviser's engagement has been terminated, the
Adviser shall be responsible for furnishing the Trust with the
services required to be performed by such investment sub-
adviser(s) under the applicable investment sub-advisory
agreements or arranging for a successor investment sub-adviser(s)
to provide such services on terms and conditions acceptable to
the Trust and the Trust's Board of Trustees and subject to the
requirements of the 1940 Act.
3. Brokerage
In executing transactions for the Trust, selecting
brokers or dealers and negotiating any brokerage commission
rates, the Adviser will use its best efforts to seek the best
overall terms available. In assessing the best overall terms
available for any portfolio transaction, the Adviser will
consider all factors it deems relevant including, but not limited
to, breadth of the market in the security, the price of the
security, the financial condition and execution capability of the
broker or dealer and the reasonableness of any commission for the
specific transaction and for transactions executed through the
broker or dealer in the aggregate. In selecting brokers or
dealers to execute a particular transaction and in evaluating the
best overall terms available, the Adviser may consider the
brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as the same
may from time to time be amended) provided to the Trust and/or
other accounts over which the Adviser or an affiliate exercises
investment discretion.
4. Information Provided to the Trust
The Adviser will keep the Trust informed of
developments materially affecting the Trust, and will, on its own
initiative, furnish the Trust from time to time with whatever
information the Adviser believes is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in
rendering the services listed in paragraphs 2, 3 and 4 above.
The Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates,
provided that nothing herein shall be deemed to protect or
purport to protect the Adviser against any liability to the Trust
or to shareholders of the Trust to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties
or by reason of the Adviser's reckless disregard of its
obligations and duties under this Agreement.
6. Compensation
In consideration of the services rendered pursuant to
this Agreement, the Trust will pay the Adviser an annual fee
calculated at an annual rate of 1.00% of the Portfolio's average
daily net assets. The fee for the period from the date of this
Agreement to the end of the year shall be prorated according to
the proportion that such period bears to the full yearly period.
Upon any termination of this Agreement before the end of a year,
the fee for such part of that year shall be prorated according to
the proportion that such period bears to the full yearly period
and shall be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to the
Adviser, the value of the Trust 's net assets shall be computed
at the times and in the manner specified in the Trust's
Prospectus or SAI.
7. Expenses
The Adviser will bear all expenses in connection with
the performance of its services under this Agreement. The Trust
will bear its proportionate share of certain other expenses to be
incurred in its operation, including: investment advisory and
administration fees; taxes, interest, brokerage fees and
commissions, if any; fees of Trustees of the Trust who are not
officers, directors, or employees of the Adviser, any sub-adviser
or any of their affiliates; fees of any pricing service employed
to value shares of the Trust; Securities and Exchange Commission
fees and state blue sky qualification fees; charges of custodians
and transfer and dividend disbursing agents; the Trust 's
proportionate share of insurance premiums; outside auditing and
legal expenses; costs of maintenance of the Trust '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 Trust and of the officers or
Board of Trustees of the Trust; and any extraordinary expenses.
The Trust will be responsible for nonrecurring expenses
which may arise, including costs of litigation to which the Trust
is a party and of indemnifying officers and Trustees of the Trust
with respect to such litigation and other expenses as determined
by the Trustees.
8. Services to Other Companies or Accounts
The Trust understands that the Adviser now acts, will
continue to act and may act in the future as investment adviser
to fiduciary and other managed accounts and to one or more other
investment companies or series of investment companies, and the
Trust has no objection to the Adviser so acting, provided that
whenever the Trust and one or more other accounts or investment
companies or portfolios advised by the Adviser have available
funds for investment, investments suitable and appropriate for
each will be allocated in accordance with a formula believed to
be equitable to each entity. The Trust recognizes that in some
cases this procedure may adversely affect the size of the
position obtainable for the Trust. In addition, the Trust
understands that the persons employed by the Adviser to assist in
the performance of the Adviser's duties hereunder will not devote
their full time to such service and nothing contained herein
shall be deemed to limit or restrict the right of the Adviser or
any affiliate of the Adviser to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature, provided that doing so does not adversely affect
the ability of the adviser to perform its services under this
Agreement.
9. Term of Agreement
This Agreement shall continue for an initial two-year
period commencing on the date first written above, and thereafter
shall continue automatically for successive annual periods,
provided such continuance is specifically approved at least
annually by (a) the Board of Trustees of the Trust or (b) a vote
of a "majority" (as defined in the 1940 Act) of the Trust 's
outstanding voting securities, provided that in either event the
continuance is also approved by a majority of the Board of
Trustees who are not "interested persons" (as defined in said
Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable, without penalty, on 60 days' written
notice, by the Board of Trustees of the Trust or by vote of
holders of a majority of the Trust 's shares, or upon 90 days'
written notice, by the Adviser. This Agreement will also
terminate automatically in the event of its assignment (as
defined in said Act).
10. Representation by the Trust
The Trust represents that a copy of its Agreement and
Declaration of Trust, dated December 16, 1996, together with all
amendments thereto, is on file in the office of the Secretary of
State of the Commonwealth of Massachusetts.
11. 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
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.
12. Miscellaneous
The Trust recognizes that directors, officers and
employees of the Adviser may from time to time serve as
directors, trustees, officers and employees of corporations and
business trusts (including other investment companies) and that
such other corporations and trusts may include the name
"Warburg", "Warburg Pincus", "CS", "CSAM", "Credit Suisse" or
"Credit Suisse Warburg Pincus" as part of their names, and that
the Adviser or its affiliates may enter into advisory or other
agreements with such other corporations and trusts. If the
Adviser ceases to act as the investment adviser of the Trust's
shares, the Trust agrees that, at the Adviser's request, the
Trust's license to use the words "Warburg" , "Warburg Pincus"
"CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus"
will terminate and that the Trust will take all necessary action
to change the name of the Trust to names not including the words
"Warburg" "Warburg Pincus", "CS", "CSAM", "Credit Suisse" or
"Credit Suisse Warburg Pincus".
Please confirm that the foregoing is in accordance with
your understanding by indicating your acceptance hereof at the
place below indicated, whereupon it shall become a binding
agreement between us.
Very truly yours,
WARBURG, PINCUS TRUST II
ON BEHALF OF THE
GLOBAL FIXED INCOME PORTFOLIO
By: _______________________
Name: ________________
Title: _______________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: _______________________
Name: ________________
Title: _______________
