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<PAGE> PAGE 2
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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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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<PAGE> PAGE 16
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070 D020400 N
070 E010400 Y
070 E020400 N
070 F010400 Y
070 F020400 N
070 G010400 Y
070 G020400 N
070 H010400 Y
070 H020400 N
070 I010400 N
070 I020400 N
070 J010400 Y
070 J020400 N
070 K010400 Y
070 K020400 N
070 L010400 Y
070 L020400 Y
070 M010400 Y
070 M020400 N
<PAGE> PAGE 21
070 N010400 Y
070 N020400 N
070 O010400 Y
070 O020400 N
070 P010400 N
070 P020400 N
070 Q010400 N
070 Q020400 N
070 R010400 N
070 R020400 N
071 A000400 11047
071 B000400 7329
071 C000400 14769
071 D000400 50
072 A000400 6
072 B000400 48
072 C000400 110
072 D000400 0
072 E000400 0
072 F000400 62
072 G000400 23
072 H000400 0
072 I000400 1
072 J000400 12
072 K000400 0
072 L000400 2
072 M000400 1
072 N000400 0
072 O000400 0
072 P000400 0
072 Q000400 0
072 R000400 6
072 S000400 1
072 T000400 0
072 U000400 0
072 V000400 0
072 W000400 0
072 X000400 108
072 Y000400 26
072 Z000400 76
072AA000400 1408
072BB000400 311
072CC010400 1314
072CC020400 0
072DD010400 0
072DD020400 0
072EE000400 0
073 A010400 0.0000
073 A020400 0.0000
073 B000400 0.0000
073 C000400 0.0000
<PAGE> PAGE 22
074 A000400 0
074 B000400 0
074 C000400 2542
074 D000400 29
074 E000400 19
074 F000400 18609
074 G000400 0
074 H000400 0
074 I000400 0
074 J000400 54
074 K000400 0
074 L000400 30
074 M000400 1
074 N000400 21284
074 O000400 82
074 P000400 0
074 Q000400 0
074 R010400 0
074 R020400 0
074 R030400 0
074 R040400 23
074 S000400 0
074 T000400 21179
074 U010400 1601
074 U020400 0
074 V010400 13.23
074 V020400 0.00
074 W000400 0.0000
074 X000400 7
074 Y000400 0
075 A000400 0
075 B000400 16632
076 000400 0.00
008 A000501 CREDIT SUISSE ASSET MANAGEMENT, LLC
008 B000501 A
008 C000501 801-37170
008 D010501 NEW YORK
008 D020501 NY
008 D030501 10022
015 A000501 STATE STREET BANK & TRUST CO
015 B000501 C
015 C010501 BOSTON
015 C020501 MA
015 C030501 02110
015 E040501 X
018 000500 Y
019 A000500 Y
019 B000500 50
019 C000500 WARBURG PI
024 000500 N
025 D000501 0
<PAGE> PAGE 23
025 D000502 0
025 D000503 0
025 D000504 0
025 D000505 0
025 D000506 0
025 D000507 0
025 D000508 0
028 A010500 314
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028 A040500 19
028 B010500 345
028 B020500 0
028 B030500 0
028 B040500 211
028 C010500 232
028 C020500 0
028 C030500 0
028 C040500 49
028 D010500 487
028 D020500 0
028 D030500 0
028 D040500 53
028 E010500 477
028 E020500 0
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028 E040500 70
028 F010500 549
028 F020500 0
028 F030500 0
028 F040500 419
028 G010500 2404
028 G020500 0
028 G030500 0
028 G040500 821
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045 000500 Y
046 000500 N
047 000500 Y
048 000500 1.250
048 A010500 0
048 A020500 0.000
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048 B020500 0.000
048 C010500 0
048 C020500 0.000
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048 D020500 0.000
048 E010500 0
048 E020500 0.000
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<PAGE> PAGE 24
048 F020500 0.000
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048 G020500 0.000
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048 H020500 0.000
048 I010500 0
048 I020500 0.000
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048 J020500 0.000
048 K010500 0
048 K020500 0.000
055 A000500 N
055 B000500 N
056 000500 Y
057 000500 N
058 A000500 N
059 000500 Y
060 A000500 Y
060 B000500 Y
061 000500 0
066 A000500 Y
066 B000500 N
066 C000500 N
066 D000500 Y
066 E000500 N
066 F000500 N
066 G000500 N
067 000500 N
068 A000500 N
068 B000500 N
069 000500 N
070 A010500 Y
070 A020500 N
070 B010500 Y
070 B020500 N
070 C010500 Y
070 C020500 N
070 D010500 Y
070 D020500 N
070 E010500 Y
070 E020500 N
070 F010500 Y
070 F020500 N
070 G010500 Y
070 G020500 N
070 H010500 Y
070 H020500 N
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070 I020500 N
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<PAGE> PAGE 25
070 K010500 Y
070 K020500 N
070 L010500 Y
070 L020500 N
070 M010500 Y
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070 P010500 Y
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070 Q020500 N
070 R010500 Y
070 R020500 N
071 A000500 4812
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<PAGE> PAGE 26
072DD020500 0
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073 A010500 0.0000
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074 E000500 79
074 F000500 5013
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074 J000500 3
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074 M000500 68
074 N000500 5705
074 O000500 102
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074 Y000500 0
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075 B000500 3742
076 000500 0.00
SIGNATURE MARY JANE MALONEY
TITLE MANAGER
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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 77I: Terms of new or amended securities
EXHIBIT D:
Attachment to item 77Q1:
(a) Designation of Series relating to the addition of the
Emerging Growth Portfolio*
(e) New Investment Advisory Agreements and new Sub-Investment
Advisory Agreement for the Post-Venture Capital Portfolio
- ------------------------------------------------------------------
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. Shareholders of
the Post-Venture Capital Portfolio were also asked to approve a
new sub-investment advisory agreement between the Portfolio,
Credit Suisse Asset Management, LLC and Abbott Capital
Management, LLC.
The new investment advisory agreement was approved by
shareholders of the Emerging Markets Portfolio and the
shareholder vote was as follows:
Total Number of Votes Percentage of total
number of shares
outstanding
Approve 344,882.5198 88.47%
Disapprove 28,717.5180 7.37%
Abstain 16,223.3862 4.16%
The new investment advisory agreement was approved by
shareholders of the Growth & Income Portfolio and the shareholder
vote was as follows:
Total Number of Votes Percentage of total
number of shares
outstanding
Approve 1,189,345.1710 85.61%
Disapprove 54,742.6390 3.94%
Abstain 89,716.8790 6.46%
The new investment advisory agreement was approved by
shareholders of the International Equity Portfolio and the
shareholder vote was as follows:
Total Number of Votes Percentage of total
number of shares
outstanding
Approve 29,735,919.3661 90.49%
Disapprove 502,724.3810 1.53%
Abstain 2,366,964.4931 7.20%
The new investment advisory agreement was approved by
shareholders of the Post-Venture Capital Portfolio and the
shareholder vote was as follows:
Total Number of Votes Percentage of total
number of shares
outstanding
Approve 4,736,865.2862 91.55%
Disapprove 110,429.3639 2.13%
Abstain 281,795.8329 5.45%
The new investment advisory agreement was approved by
shareholders of the Small Company Growth Portfolio and the
shareholder vote was as follows:
Total Number of Votes Percentage of total
number of shares
outstanding
Approve 38,614,143.4080 87.51%
Disapprove 928,384.6052 2.10%
Abstain 3,329,468.8245 7.55%
The new sub-investment advisory agreement was approved by
shareholders of the Post-Venture Capital Portfolio and the
shareholder vote was as follows:
Total Number of Votes Percentage of total
number of shares
outstanding
Approve 4,626,424.3676 89.42%
Disapprove 133,767.3892 2.59%
Abstain 368,898.7262 7.13%
(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 77I: Terms of new or amended securities
(a) Not applicable
(b) On November 24, 1998, a Certificate of Establishment and
Designation of the Emerging Growth Portfolio was filed with the
Secretary of State of Massachusetts. When matters are submitted
for shareholder vote, shareholders of the Emerging Growth
Portfolio will have one vote for each full share held and
fractional votes for fractional shares held. All shareholders of
the Emerging Growth Portfolio, upon liquidation, will participate
ratably in the Portfolio's net assets. Shares of the Emerging
Growth Portfolio are freely transferable but have no preemptive,
conversion or subscription rights.
EXHIBIT D:
Sub-Item 77Q1: Exhibits
(a) Incorporated by reference to Post-Effective Amendment No. 10
to the Trust's Registration Statement on Form N-1A filed on
April 16, 1999.
(e) New Investment Advisory Agreements and new Sub-Investment
Advisory Agreement for the Post-Venture Capital Portfolio
INVESTMENT ADVISORY AGREEMENT
July 6, 1999
Credit Suisse Asset Management, LLC
466 Lexington Avenue
New York, New York 10017-3147
Dear Sirs:
Warburg, Pincus WorldPerks Tax Free Money Market Fund,
Inc. (the "Fund"), a corporation organized and existing under the
laws of the State of Maryland, herewith confirms its agreement
with Credit Suisse Asset Management, LLC (the "Adviser") as
follows:
1. Investment Description; Appointment
The Fund desires to employ the capital of the Fund by
investing and reinvesting in investments of the kind and in
accordance with the limitations specified in its Articles of
Incorporation, as may be amended from time to time, and in the
Fund's Prospectus(es) and Statement(s) of Additional Information
as from time to time in effect (the "Prospectus" and "SAI,"
respectively), and in such manner and to such extent as may from
time to time be approved by the Board of Directors of the Fund.
Copies of the Fund's Prospectus and SAI have been or will be
submitted to the Adviser. The Fund desires to employ and hereby
appoints the Adviser to act as investment adviser to the Fund.
The Adviser accepts the appointment and agrees to furnish the
services for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board
of Directors of the Fund, the Adviser will (a) act in strict
conformity with the Fund's Articles of Incorporation, the
Investment Company Act of 1940 (the "1940 Act") and the
Investment Advisers Act of 1940, as the same may from time to
time be amended, (b) manage the Fund's assets in accordance with
the Fund's investment objective and policies as stated in the
Fund's Prospectus and SAI, (c) make investment decisions for the
Fund, (d) place purchase and sale orders for securities on behalf
of the Fund, (e) exercise voting rights in respect of portfolio
securities and other investments for the Fund, and (f) monitor
and evaluate the services provided by the Fund's investment sub-
adviser(s), if any, under the terms of the applicable investment
sub-advisory agreement(s). In providing those services, the
Adviser will provide investment research and supervision of the
Fund's investments and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the
Fund's assets. In addition, the Adviser will furnish the Fund
with whatever statistical information the Fund may reasonably
request with respect to the securities that the Fund may hold or
contemplate purchasing.
Subject to the approval of the Board of Directors of the
Fund and where required, the Fund's shareholders, the Adviser may
engage an investment sub-adviser or sub-advisers to provide
advisory services in respect of the Fund and may delegate to such
investment sub-adviser(s) the responsibilities described in
subparagraphs (b), (c), (d) and (e) above. In the event that an
investment sub-adviser's engagement has been terminated, the
Adviser shall be responsible for furnishing the Fund with the
services required to be performed by such investment sub-
adviser(s) under the applicable investment sub-advisory
agreements or arranging for a successor investment sub-adviser(s)
to provide such services on terms and conditions acceptable to
the Fund and the Fund's Board of Directors and subject to the
requirements of the 1940 Act.
3. Brokerage
In executing transactions for the Fund, selecting
brokers or dealers and negotiating any brokerage commission
rates, the Adviser will use its best efforts to seek the best
overall terms available. In assessing the best overall terms
available for any portfolio transaction, the Adviser will
consider all factors it deems relevant including, but not limited
to, breadth of the market in the security, the price of the
security, the financial condition and execution capability of the
broker or dealer and the reasonableness of any commission for the
specific transaction and for transactions executed through the
broker or dealer in the aggregate. In selecting brokers or
dealers to execute a particular transaction and in evaluating the
best overall terms available, the Adviser may consider the
brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as the same
may from time to time be amended) provided to the Fund and/or
other accounts over which the Adviser or an affiliate exercises
investment discretion.
4. Information Provided to the Fund
The Adviser will keep the Fund informed of developments
materially affecting the Fund, and will, on its own initiative,
furnish the Fund from time to time with whatever information the
Adviser believes is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in
rendering the services listed in paragraphs 2, 3 and 4 above.
The Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect
the Adviser against any liability to the Fund or to shareholders
of the Fund to which the Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or by reason of the
Adviser's reckless disregard of its obligations and duties under
this Agreement.
6. Compensation
In consideration of the services rendered pursuant to
this Agreement, the Fund will pay the Adviser an annual fee
calculated at an annual rate of 0.40% of the Fund's average daily
net assets. The fee for the period from the date of this
Agreement to the end of the year shall be prorated according to
the proportion that such period bears to the full yearly period.
Upon any termination of this Agreement before the end of a year,
the fee for such part of that year shall be prorated according to
the proportion that such period bears to the full yearly period
and shall be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to the
Adviser, the value of the Fund's net assets shall be computed at
the times and in the manner specified in the Fund's Prospectus or
SAI.
7. Expenses
The Adviser will bear all expenses in connection with
the performance of its services under this Agreement, including
the fees payable to any investment sub-adviser engaged pursuant
to paragraph 2 of this Agreement. The Fund will bear its
proportionate share of certain other expenses to be incurred in
its operation, including: investment advisory and administration
fees; taxes, interest, brokerage fees and commissions, if any;
fees of Directors of the Fund who are not officers, directors, or
employees of the Adviser, any sub-adviser or any of their
affiliates; fees of any pricing service employed to value shares
of the Fund; Securities and Exchange Commission fees and state
blue sky qualification fees; charges of custodians and transfer
and dividend disbursing agents; the Fund's proportionate share of
insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Fund's existence; costs attributable to
investor services, including, without limitation, telephone and
personnel expenses; costs of preparing and printing prospectuses
and statements of additional information for regulatory purposes
and for distribution to existing shareholders; costs of
shareholders' reports and meetings of the shareholders of the
Fund and of the officers or Board of Directors of the Fund; and
any extraordinary expenses.
The Fund will be responsible for nonrecurring expenses
which may arise, including costs of litigation to which the Fund
is a party and of indemnifying officers and Directors of the Fund
with respect to such litigation and other expenses as determined
by the Directors.
8. Services to Other Companies or Accounts
The Fund understands that the Adviser now acts, will
continue to act and may act in the future as investment adviser
to fiduciary and other managed accounts and to one or more other
investment companies or series of investment companies, and the
Fund has no objection to the Adviser so acting, provided that
whenever the Fund and one or more other accounts or investment
companies or portfolios advised by the Adviser have available
funds for investment, investments suitable and appropriate for
each will be allocated in accordance with a formula believed to
be equitable to each entity. The Fund recognizes that in some
cases this procedure may adversely affect the size of the
position obtainable for the Fund. In addition, the Fund
understands that the persons employed by the Adviser to assist in
the performance of the Adviser's duties hereunder will not devote
their full time to such service and nothing contained herein
shall be deemed to limit or restrict the right of the Adviser or
any affiliate of the Adviser to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature, provided that doing so does not adversely affect
the ability of the adviser to perform its services under this
Agreement.
9. Term of Agreement
This Agreement shall continue for an initial two-year
period commencing on the date first written above, and thereafter
shall continue automatically for successive annual periods,
provided such continuance is specifically approved at least
annually by (a) the Board of Directors of the Fund or (b) a vote
of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities, provided that in either event the
continuance is also approved by a majority of the Board of
Directors who are not "interested persons" (as defined in said
Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable, without penalty, on 60 days' written
notice, by the Board of Directors of the Fund or by vote of
holders of a majority of the Fund's shares, or upon 90 days'
written notice, by the Adviser. This Agreement will also
terminate automatically in the event of its assignment (as
defined in said Act).
10. Representation by the Fund
The Fund represents that a copy of its Articles of
Incorporation, dated July 31, 1998, together with all amendments
thereto, is on file in the Department of Assessments and Taxation
of the State of Maryland.
11. Miscellaneous
The Fund recognizes that directors, officers and
employees of the Adviser may from time to time serve as
directors, trustees, officers and employees of corporations and
business trusts (including other investment companies) and that
such other corporations and trusts may include the name
"Warburg", "Warburg Pincus", "CS", "CSAM", "Credit Suisse" or
"Credit Suisse Warburg Pincus" as part of their names, and that
the Adviser or its affiliates may enter into advisory or other
agreements with such other corporations and trusts. If the
Adviser ceases to act as the investment adviser of the Fund's
shares, the Fund agrees that, at the Adviser's request, the
Fund's license to use the words "Warburg" , "Warburg Pincus"
"CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus"
will terminate and that the Fund will take all necessary action
to change the name of the Fund to names not including the words
"Warburg" "Warburg Pincus", "CS", "CSAM", "Credit Suisse" or
"Credit Suisse Warburg Pincus".
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 WORLDPERKS TAX
FREE MONEY MARKET FUND, INC.
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 on behalf of the Emerging Markets
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 1.25% for the Emerging Markets
Portfolio, 1.25% 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 March 15, 1995, 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
ON BEHALF OF THE
EMERGING MARKETS 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 on behalf of the Post-Venture
Capital 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 1.25% 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 March 15, 1995, 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
ON BEHALF OF THE
POST-VENTURE CAPITAL 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 on behalf of the International
Equity 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 March 15, 1995, 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
ON BEHALF OF THE
INTERNATIONAL EQUITY PORTFOLIO
By: _______________________
Name: ________________
Title: _______________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: _______________________
Name: ________________
Title: _______________
INVESTMENT ADVISORY AGREEMENT
May 28, 1999
Warburg Pincus Asset Management, Inc.
466 Lexington Avenue
New York, New York 10017-3147
Dear Sirs:
Warburg, Pincus Trust (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, is
an open-end, management investment company that currently offers
six portfolios, one of which is the Emerging Growth Portfolio
(the "Portfolio"). The Trust on behalf of the Portfolio herewith
confirms its agreement with Warburg Pincus Asset Management, Inc.
(the "Adviser") as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the
Portfolio by investing and reinvesting in investments of the kind
and in accordance with the limitations specified in its
Declaration of Trust, as may be amended from time to time, and in
the Trust's Prospectus and Statement of Additional Information
relating to the Portfolio 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
relating to the Portfolio 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 Portfolio. 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 Portfolio's assets in accordance
with the Portfolio's investment objective and policies as stated
in the Trust's Prospectus and SAI relating to the Portfolio, (c)
make investment decisions for the Portfolio, (d) place purchase
and sale orders for securities on behalf of the Portfolio, (e)
exercise voting rights in respect of portfolio securities and
other investments for the Portfolio, and (f) monitor and evaluate
the services provided by the Portfolio'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
Portfolio's investments and conduct a continual program of
investment, evaluation and, if appropriate, sale and reinvestment
of the Portfolio'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
Portfolio may hold or contemplate purchasing.
Subject to the approval of the Board of Trustees of the
Trust and where required, the Portfolio's shareholders, the
Adviser may engage an investment sub-adviser or sub-advisers to
provide advisory services in respect of the Portfolio 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 Portfolio, 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 Portfolio
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 Portfolio, 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 the Portfolio or to shareholders of the Trust or the Portfolio
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 Portfolio will pay the Adviser an annual fee
calculated at an annual rate of .90% 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 Portfolio's net assets shall be
computed at the times and in the manner specified in the Trust's
Prospectus or SAI relating to the Portfolio.
7. Expenses
The Adviser will bear all expenses in connection with
the performance of its services under this Agreement, including
the fees payable to any investment sub-adviser engaged pursuant
to paragraph 2 of this Agreement. The Portfolio 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 Portfolio; Securities and Exchange Commission fees and
state blue sky qualification fees; charges of custodians and
transfer and dividend disbursing agents; the Portfolio's
proportionate share of insurance premiums; outside auditing and
legal expenses; costs of maintenance of the Portfolio'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
Portfolio 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 Portfolio 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 Portfolio. 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 Portfolio'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 Portfolio'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 March 15, 1995, 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
Portfolio, as provided in the 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 Portfolio 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 Portfolio as provided in its 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
Portfolio'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 and the
Portfolio 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
By:
Name:
Title:
Accepted:
WARBURG PINCUS ASSET MANAGEMENT, INC.
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 on behalf of the Growth & 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 0.75% 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 March 15, 1995, 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
ON BEHALF OF THE
GROWTH & INCOME PORTFOLIO
By: _______________________
Name: ________________
Title: _______________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: _______________________
Name: ________________
Title: _______________
SUB-ADVISORY AGREEMENT
July 6, 1999
Abbott Capital Management, LLC
50 Rowes Wharf
Boston, MA 02110
Dear Sirs:
Warburg, Pincus Trust, a business trust organized under
the laws of The Commonwealth of Massachusetts (the "Trust"), on
behalf of the Post-Venture Capital Portfolio, and Credit Suisse
Asset Management, LLC, as its investment adviser (the "Adviser"),
herewith confirm their agreement with Abbott Capital Management,
LLC (the "Sub-Adviser") as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the Trust by
investing and reinvesting in securities of the kind and in
accordance with the limitations specified in the Trust's
Agreement and Declaration of Trust, as may be amended from time
to time (the "Agreement and Declaration of Trust"), and in the
Prospectus and Statement of Additional Information, as from time
to time in effect (the "Prospectus" and "SAI," respectively), and
in such manner and to such extent as may from time to time be
approved by the Board of Trustees of the Trust. Copies of the
Prospectus, SAI and Agreement and Declaration of Trust have been
or will be submitted to the Sub-Adviser. The Trust agrees to
provide the Sub-Adviser copies of all amendments to the
Prospectus and SAI on an on-going basis. The Trust employs the
Adviser as its investment adviser. The Adviser desires to employ
and hereby appoints the Sub-Adviser to act as its sub-investment
adviser upon the terms set forth in this Agreement. The Sub-
Adviser accepts the appointment and agrees to furnish the
services set forth below for the compensation provided for
herein.
2. Services as Sub-Adviser
(a) Subject to the supervision and direction of the
Adviser, the Sub-Adviser will provide investment advisory
assistance and portfolio management advice to the Trust in
accordance with (a) the Agreement and Declaration of Trust, (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 Trust's investment
objective and policies as stated in the Prospectus and SAI and
investment parameters provided by the Adviser from time to time.
In connection therewith, the Sub-Adviser will:
(i) determine whether to purchase, retain or sell
interests in United States or foreign private investment
vehicles that themselves invest in debt and equity
securities of companies in the venture capital and post-
venture capital stages of development or companies engaged
in special situations or changes in corporate control,
including buyouts ("Investments"). The Sub-Adviser is
hereby authorized to execute, or place orders for the
execution of, all Investments on behalf of the Trust;
(ii) assist the custodian and accounting agent for
the Trust in determining or confirming, consistent with the
procedures and policies stated in the Prospectus and SAI,
the value of any Investments for which the custodian and
accounting agent seek assistance from or identify for review
by the Sub-Adviser;
(iii) monitor the execution of orders for the
purchase or sale of Investments and the settlement and
clearance of those orders;
(iv) exercise voting rights in respect of
Investments; and
(v) provide reports to the Trust's Board of
Trustees for consideration at quarterly meetings of the
Board on the Investments and furnish the Adviser and the
Trust's Board of Trustees with such periodic and special
reports as the Trust or the Adviser may reasonably request.
(b) In connection with the performance of the services
of the Sub-Adviser provided for herein, the Sub-Adviser may
contract at its own expense with third parties for the
acquisition of research, clerical services and other
administrative services that would not require such parties to be
required to register as an investment adviser under the Advisers
Act; provided that the Sub-Adviser shall remain liable for the
performance of its duties hereunder.
3. Execution of Transactions
(a) The Sub-Adviser will not effect orders for the
purchase or sale of securities on behalf of the Trust through
brokers or dealers as agents.
(b) It is understood that the services of the Sub-
Adviser are not exclusive, and nothing in this Agreement shall
prevent the Sub-Adviser from providing similar services to other
investment companies or from engaging in other activities,
provided that those activities do not adversely affect the
ability of the Sub-Adviser to perform its services under this
Agreement. The Trust and the Adviser further understand and
acknowledge that the persons employed by the Sub-Adviser to
assist in the performance of its duties under this Agreement will
not devote their full time to that service. Nothing contained in
this Agreement will be deemed to limit or restrict the right of
the Sub-Adviser or any affiliate of the Sub-Adviser to engage in
and devote time and attention to other businesses or to render
services of whatever kind or nature, provided that doing so does
not adversely affect the ability of the Sub-Adviser to perform
its services under this Agreement.
(c) On occasions when the Sub-Adviser deems the
purchase or sale of a security to be in the best interest of the
Trust 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 Trust and to such
other clients. The Sub-Adviser shall provide to the Adviser and
the Trust all information reasonably requested by the Adviser
and the Trust 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 Trust and the
Sub-Adviser's other investment advisory clients.
(d) In connection with the purchase and sale of
securities for the Trust, 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 Trust.
4. Disclosure Regarding the Sub-Adviser
(a) The Sub-Adviser has reviewed the disclosure about
the Sub-Adviser contained in the Trust'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 the Adviser and
the Trust promptly of any (i) statement about the Sub-Adviser
contained in the Trust's registration statement that becomes
untrue in any material respect or (ii) omission of a material
fact about the Sub-Adviser in the Trust's registration statement
which is required to be stated therein or necessary to make the
statements contained therein not misleading or (iii) any
reorganization or change in the Sub-Adviser, including any change
in its ownership or key employees.
(c) Prior to the Trust or the Adviser or any
affiliated person (as defined in the 1940 Act, an "Affiliate") of
either using or distributing sales literature or other
promotional material referring to the Sub-Adviser, the Sub-
Adviser shall have the right to approve the general advertising
or promotional plan pursuant to which such literature or material
is being utilized or distributed; provided that the Sub-Adviser
shall be deemed to have approved such advertising or plan if it
has not objected to its use within ten (10) business days after
such material has been sent to it. The Trust or the Adviser will
use all reasonable efforts to ensure that all advertising, sales
and promotional material used or distributed by or on behalf of
the Trust or the Adviser that refers to the Sub-Adviser will
comply with the requirements of the Advisers Act, the 1940 Act
and the rules and regulations promulgated thereunder.
(d) The Sub-Adviser has supplied the Adviser and the
Trust copies of its Form ADV with all exhibits and attachments
thereto and will hereinafter supply the Adviser, promptly upon
preparation thereof, copies of all amendments or restatements of
such document.
5. Certain Representations and
Warranties of the Sub-Adviser
(a) The Sub-Adviser represents and warrants that it is
a duly registered investment adviser under the Advisers Act, a
duly registered investment adviser in any and all states of the
United States in which the Sub-Adviser is required to be so
registered and has obtained all necessary licenses and approvals
in order to perform the services provided in this Agreement. The
Sub-Adviser covenants to maintain all necessary registrations,
licenses and approvals in effect during the term of this
Agreement.
(b) The Sub-Adviser represents that it has read and
understands the Prospectus and SAI and warrants that in investing
the Trust's assets it will use all reasonable efforts to adhere
to the Trust's investment objectives, policies and restrictions
contained therein.
6. Compliance
(a) The Sub-Adviser agrees that it shall promptly
notify The Adviser and the Trust (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
Trust's assets, the Trust's investment portfolio has ceased to
adhere to the Trust's investment objective, policies and
restrictions as stated in the Prospectus or SAI or is otherwise
in violation of applicable law.
(b) The Adviser agrees that it shall promptly notify
the Sub-Adviser in the event that the SEC has censured the
Adviser or the Trust; placed limitations upon any of their
activities, functions or operations; suspended or revoked the
Adviser's registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these
actions.
(c) The Trust and the Adviser shall be given access to
the records of the Sub-Adviser at reasonable times solely for the
purpose of monitoring compliance with the terms of this Agreement
and the rules and regulations applicable to the Sub-Adviser
relating to its providing investment advisory services to the
Trust, 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 Trust and the Adviser and their representatives in
connection with any such monitoring efforts.
7. Books and Records
(a) In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all
records which it maintains for the Trust are the property of the
Trust and further agrees to surrender promptly to either the
Adviser or the Trust any of such records upon the request of
either of them. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the
records required to be maintained by Rule 31a-1 under the 1940
Act and to preserve the records required by Rule 204-2 under the
Advisers Act for the period specified therein.
(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 Trust are
being conducted in a manner consistent with applicable laws and
regulations.
8. Provision of Information;
Proprietary and Confidential Information
(a) The Adviser agrees that it will furnish to the
Sub-Adviser information related to or concerning the Trust 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 Trust all records and other information relative to the
Trust, the Adviser and prior, present or potential shareholders
and not to use such records and information for any purpose other
than performance of its responsibilities and duties hereunder
except after prior notification to and approval in writing of the
Trust, 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 Trust, the
Adviser or any of their affiliates in any prospectus, sales
literature or other material in any manner without the prior
written approval of the Trust or the Adviser, as applicable.
9. Standard of Care
The Sub-Adviser shall exercise its best judgment in
rendering the services described herein. The Sub-Adviser shall
not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust or the Adviser in connection with
the matters to which this Agreement relates, except that the Sub-
Adviser shall be liable for a loss resulting from a breach of
fiduciary duty by the Sub-Adviser with respect to the receipt of
compensation for services; provided that nothing herein shall be
deemed to protect or purport to protect the Sub-Adviser against
any liability to the Trust or the Adviser or to shareholders of
the Trust 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 Trust and the Adviser 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 Trust by reason of
such reliance of the Sub-Adviser.
10. Indemnification
(a) The Sub-Adviser agrees to indemnify and hold
harmless the Trust, the Adviser, any affiliate thereof, and each
person, if any, who, within the meaning of Section 15 of the
Securities Act of 1933, as amended (the "1933 Act"), controls
("controlling person") any or all of the Trust and the Adviser
(all of such persons being referred to as "Trust Indemnified
Persons") against any and all losses, claims, damages,
liabilities or litigation (including legal and other expenses) to
which any Trust Indemnified Person may become subject under the
1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue
Code of 1986, as amended (the "Code"), or under any other
statute, at common law or otherwise, arising out of the Sub-
Adviser's responsibilities as Sub-Adviser to the Trust which (i)
may be based upon any misfeasance, malfeasance or nonfeasance by
the Sub-Adviser, or any of its employees or representatives, or
any affiliate of or any person acting on behalf of the Sub-
Adviser, (ii) may be based upon a failure to comply with
paragraph 5(b) of this Agreement, or (iii) may be based upon any
untrue statement or alleged untrue statement of a material fact
about the Sub-Adviser contained in the registration statement
covering the shares of the Trust, or any amendment or supplement
thereto, or the omission or alleged omission to state therein a
material fact about the Sub-Adviser known or which should have
been known to the Sub-Adviser and was required to be stated
therein or necessary to make the statements therein not
misleading, if such a statement or omission was made in reliance
upon information furnished to the Adviser, the Trust or any
affiliate thereof by the Sub-Adviser or any affiliate of the Sub-
Adviser; provided that in no case shall the indemnity in favor of
any Trust Indemnified Person be deemed to protect such persons
against any liability to which any such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this
Agreement.
(b) The Trust agrees to indemnify and hold harmless
the Sub-Adviser, any of its affiliates, and each controlling
person, if any, of the Sub-Adviser (all of such persons being
referred to as "Sub-Adviser Indemnified Persons") against any and
all losses, claims, damages, liabilities or litigation (including
legal and other expenses) to which any Sub-Adviser Indemnified
Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, the Code or under any other statute, at common law
or otherwise, which (i) may be based upon any misfeasance,
malfeasance or nonfeasance by the Trust or the Adviser, or any of
their respective employees or representatives, or any affiliate
of or any person acting on behalf of the Trust or the Adviser,
(ii) may be based upon a failure by the Trust or the Adviser to
comply with this Agreement, or (iii) may be based upon any untrue
statement or alleged untrue statement of a material fact
contained in the registration statement covering the shares of
the Trust, or any amendment or supplement thereto, or the
omission or alleged omission to state therein a material fact
known or which should have been known to the Trust and was
required to be stated therein or necessary to make the statements
therein not misleading, unless such a statement or omission was
made in reliance upon information furnished to the Adviser, the
Trust or any affiliate thereof by the Sub-Adviser or any
affiliate of the Sub-Adviser; provided that in no case shall the
indemnity in favor of any Sub-Adviser Indemnified Person be
deemed to protect such persons against any liability to which any
such person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence in the performance of
its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
(c) A party (the "Indemnifying Person") shall not be
liable under paragraphs 10(a) or 10(b) herein with respect to any
claim made against any Trust Indemnified Person or Sub-Adviser
Indemnified Person, as applicable (a Trust Indemnified Person and
a Sub-Adviser Indemnified Person may be referred to in this
paragraph 10(c) as an "Indemnified Person"), unless such
Indemnified Person shall have notified the Indemnifying Person in
writing within a reasonable time after the summons, notice or
other first legal process or notice giving information of the
nature of the claim shall have been served upon such Indemnified
Person (or after such Indemnified Person shall have received
notice of such service on any designated agent), but failure to
notify the Indemnifying Person of any such claim shall not
relieve the Indemnifying Person from any liability which it may
have to any Indemnified Person against whom such action is
brought otherwise than on account of this paragraph 10. In case
any such action is brought against any Indemnified Person, the
Indemnifying Person will be entitled to participate, at its own
expense, in the defense thereof or, after notice to the
Indemnified Person, to assume the defense thereof, with counsel
satisfactory to the Indemnified Person. If the Indemnifying
Person assumes the defense of any such action and the selection
of counsel by the Indemnifying Person to represent the
Indemnifying Person and the Indemnified Person would result in a
conflict of interests and therefore would not, in the reasonable
judgment of the Indemnified Person, adequately represent the
interests of the Indemnified Person, the Indemnifying Person
will, at its own expense, assume the defense with counsel to the
Indemnifying Person and, also at its own expense, with separate
counsel to the Indemnified Person which counsel shall be
satisfactory to the Indemnifying Person and to the Indemnified
Person. The Indemnified Person shall bear the fees and expenses
of any additional counsel retained by it, and the Indemnifying
Person shall not be liable to the Indemnified Person under this
Agreement for any legal or other expenses subsequently incurred
by the Indemnified Person independently in connection with the
defense thereof other than reasonable costs of investigation.
The Indemnifying Person shall not have the right to compromise on
or settle the litigation without the prior written consent of the
Indemnified Person if such compromise or settlement results, or
may result, in a finding of wrongdoing on the part of the
Indemnified Person.
11. Compensation
In consideration of the services rendered pursuant to
this Agreement, the Adviser will pay the Sub-Adviser a quarterly
fee calculated at an annual rate of 1.00% of the net asset value
of the Investments as of the last day of each calendar quarter.
The fee for the period from the date of this Agreement to the end
of the quarter during which this Agreement commenced shall be
prorated according to the proportion that such period bears to
the full quarterly period. Such fee shall be paid by the Adviser
to the Sub-Adviser within ten (10) business days after the last
day of each quarter or, upon termination of this Agreement before
the end of a quarter, within ten (10) business days after the
effective date of such termination. Upon any termination of this
Agreement before the end of a quarter, the fee for such part of
that quarter shall be prorated according to the proportion that
such period bears to the full quarterly period. For the purpose
of determining fees payable to the Sub-Adviser, the value of the
Investments shall be computed in the manner specified in the
Prospectus or SAI. The Sub-Adviser shall have no right to obtain
compensation directly from the Trust for services provided
hereunder and agrees to look solely to the Adviser for payment of
fees due.
12. Expenses
(a) The Sub-Adviser will bear all expenses in
connection with the performance of its services under this
Agreement, which shall not include the Trust's expenses listed in
paragraph 12(b).
(b) The Trust 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 Trustees of the Trust who are not
officers, directors, or employees of the Trust, the Adviser or
the Sub-Adviser or affiliates of any of them; fees of any pricing
service employed to value shares of the Trust; SEC fees, state
Blue Sky qualification fees and any foreign 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.
13. Term of Agreement
This Agreement shall continue for an initial two-year
period commencing on the date first written above, and thereafter
shall continue automatically for successive annual periods,
provided such continuance is specifically approved at least
annually by (a) the Board of 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 the 1940
Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable, without penalty, (i) by the Adviser on
60 (sixty) days' written notice to the Trust and the Sub-Adviser,
(ii) by the Board of Trustees of the Trust or by vote of holders
of a majority of the Trust's shares on 60 (sixty) days' written
notice to the Adviser and the Sub-Adviser, or (iii) by the Sub-
Adviser upon 60 (sixty) days' written notice to the Trust and the
Adviser. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act) by any party
hereto. In the event of termination of this Agreement for any
reason, all records relating to the Trust kept by the Sub-Adviser
shall promptly be returned to the Adviser or the Trust, free from
any claim or retention of rights in such records by the Sub-
Adviser. In the event this Agreement is terminated or is not
approved in the foregoing manner, the provisions contained in
paragraph numbers 4(c), 7, 8, 9 and 10 shall remain in effect.
14. Amendments
No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no
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 Trust and (b) the Board of
Trustees of the Trust, including a majority of Trustees who are
not "interested persons" (as defined in the 1940 Act) of the
Trust or of either party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
15. Notices
All communications hereunder shall be given (a) if to
the Sub-Adviser, to Abbott Capital Management, LLC, 1330 Avenue
of the Americas, Suite 2800, New York, New York 10019 (Attention:
Raymond L. Held), telephone: (212) 757-2700, telecopy: (212) 757-
0835, (b) if to the Adviser, to Credit Suisse Asset Management,
LLC, 466 Lexington Avenue, New York, New York 10017-3147
(Attention: President), telephone: (212) 878-0600, telecopy:
(212) 878-9351, and (c) if to the Trust, c/o Credit Suisse Asset
Management, LLC, 466 Lexington Avenue, New York, New York 10017-
3147, telephone: (212) 878-0600, telecopy: (212) 878-9351
(Attention: President).
16. Choice of Law
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York in the United
States, including choice of law principles; provided that nothing
herein shall be construed in a manner inconsistent with the 1940
Act, the Advisers Act or any applicable rules, regulations or
orders of the SEC.
17. 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.
18. Miscellaneous
(a) The captions of this Agreement are included for
convenience only and in no way define or limit any of the
provisions herein or otherwise affect their construction or
effect.
(b) If any provision of this Agreement shall be held
or made invalid by a court decision, by statute or otherwise, the
remainder of this Agreement shall not be affected thereby and, to
this extent, the provisions of this Agreement shall be deemed to
be severable.
(c) Nothing herein shall be construed to make the Sub-
Adviser an agent of the Adviser or the Trust.
(d) This Agreement may be executed in counterparts,
with the same effect as if the signatures were upon the same
instrument.
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 TRUST ON BEHALF OF THE
POST-VENTURE CAPITAL PORTFOLIO
By: _________________________________
Name:
Title:
ABBOTT CAPITAL MANAGEMENT, LLC
By: _______________________________
Name:
Title:
