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EXHIBIT d(7)
SUB-INVESTMENT ADVISORY AGREEMENT
__________ __, 2000
Credit Suisse Asset Management Limited
Beaufort House
15 St. Botolph Street
London EC3 A7JJ
Dear Sirs:
Warburg Pincus Trust (the "Trust"), a business trust organized
under the laws of the Commonwealth of Massachusetts, on behalf of the Global
Telecommunications Portfolio, and Credit Suisse Asset Management, LLC, as its
investment adviser (the "Adviser"), herewith confirm their agreement with Credit
Suisse Asset Management Limited (the "Sub-Adviser") as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the Portfolio by
investing and reinvesting in securities 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 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 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 Portfolio 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 Portfolio'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) furnish the Adviser on behalf of the Portfolio
such information, investment recommendations,
advice and assistance as the Adviser shall from
time to time reasonably request;
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(ii) execute, or place orders for the execution of,
securities transactions on behalf of the
Portfolio, after consultation with the Adviser;
(iii) confer with the Adviser concerning the purchase,
retention or sale of securities on behalf of the
Portfolio;
(iv) provide the Adviser with statistical, research
and other factual data for its use in connection
with the Portfolio's investment program;
(v) assist the Adviser in monitoring the execution
of securities transactions and the settlement
and clearance of securities transactions on
behalf of the Portfolio; and
(vi) 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 execute transactions for the Portfolio
only through brokers or dealers appearing on a list of brokers and dealers
approved by the Adviser. In executing transactions for the Portfolio, selecting
brokers or dealers and negotiating any brokerage commission rates, the
Sub-Adviser will use its best efforts to seek the best overall terms available.
In assessing the best overall terms available for any portfolio transaction, the
Sub-Adviser will consider all factors it deems relevant including, but not
limited to, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of any commission for the specific transaction and
for transactions executed through the broker or dealer in the aggregate. In
selecting brokers or dealers to execute a particular transaction and in
evaluating the best overall terms available, to the extent that the execution
and price offered by more than one broker or dealer are comparable, the
Sub-Adviser may consider any brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the
Sub-Adviser or to the Adviser for use on behalf of the Portfolio or other
clients of the Sub-Adviser or the Adviser.
(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
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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 Portfolio and
to such other clients. The Sub-Adviser shall provide to the Adviser and the
Portfolio all information reasonably requested by the Adviser and the Portfolio
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 Portfolio and the Sub-Adviser's other investment advisory clients.
(d) In connection with the purchase and sale of securities for
the Portfolio, 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
Portfolio.
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
("Promotional Material"), the Trust or the Adviser, where applicable, shall
forward such material to the Sub-Adviser and shall allow the Sub-Adviser
reasonable time to review the material. The Sub-Adviser will not act
unreasonably in its review of Promotional Material and the Trust or the Adviser,
where applicable, will use all reasonable
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efforts to ensure that all Promotional Material used or distributed by or on
behalf of the Trust or the 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 Portfolio's assets it
will use all reasonable efforts to adhere to the Portfolio's investment
objective, policies and restrictions contained therein.
(c) The Sub-Adviser represents that it has adopted a written
Code of Ethics in compliance with Rule 17j-1 under the 1940 Act and will provide
the Trust with any amendments to such Code.
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 Portfolio's assets, the Portfolio's investment
portfolio has ceased to adhere to the Portfolio'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 Portfolio, including without limitation records
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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
Portfolio 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 Portfolio 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
and the Portfolio are being conducted in a manner consistent with applicable
laws and regulations.
8. Provisions of Information; Proprietary and Confidential
Information
(a) The Adviser agrees that it will furnish to the Sub-Adviser
information related to or concerning the Portfolio 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 Portfolio, 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 Portfolio, 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, the Portfolio
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, the Portfolio or
the Adviser or to
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shareholders of the Trust or the Portfolio 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 or the Portfolio by
reason of such reliance of the Sub-Adviser.
10. Compensation
In consideration of the services rendered pursuant to this
Agreement, the Adviser will pay the Sub-Adviser a quarterly fee equal to 50% of
the quarterly amount received by the Adviser for its services as the Portfolio's
investment adviser after any fee waivers and expense reimbursements. Such fee
may be amended from time to time by mutual agreement between the Adviser and the
Sub-Adviser, with the consent of the Trustees of the Trust. 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. The Sub-Adviser shall have no right
to obtain compensation directly from the Trust or the Portfolio for services
provided hereunder and agrees to look solely to the Adviser for payment of fees
due.
11. Expenses
(a) The Sub-Adviser will bear all expenses in connection with the
performance of its services under this Agreement, which shall not include the
Portfolio's expenses listed in paragraph 11(b).
(b) The Portfolio 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, Trustees, 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 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 Portfolio and of the officers or Board
of Trustees of the Trust; and any extraordinary expenses.
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12. 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 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 Portfolio and the Sub-Adviser, (ii) by
the Board of Trustees of the Trust or by vote of holders of a majority of the
Portfolio'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 Portfolio 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 and 9 shall remain in effect.
13. Amendments
No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and no amendment of this Agreement shall be effective until approved by
an affirmative vote of (a) the holders of a majority of the outstanding voting
securities of the Portfolio 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.
14. Notices
All communications hereunder shall be given (a) if to the
Sub-Adviser, to Credit Suisse Asset Management Limited, Beaufort House, 15th St.
Botolph Street, London EC3A7JJ (Attention: Office of Legal Counsel), telephone:
44-20-7426-2795, telecopy: 44-20-7426-2799, (b) if to the Adviser, to Credit
Suisse Asset Management, LLC, 466 Lexington Avenue, New York, New York 10017
(Attention: Hal Liebes), telephone: (212) 875-3779, telecopy: (646) 658-0817,
and (c) if to the Portfolio, c/o Credit Suisse Asset Management, LLC, 466
Lexington Avenue, New York, New York 10017 (Attention: Hal Liebes), telephone:
(212) 875-3779, telecopy: (646) 658-0817.
15. Choice of Law
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York in the United States, including choice
of law principles; provided that
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nothing herein shall be construed in a manner inconsistent with the 1940 Act,
the Advisers Act or any applicable rules, regulations or orders of the SEC.
16. Miscellaneous
(a) The captions of this Agreement are included for
convenience only and in no way define or limit any of the provisions herein or
otherwise affect their construction or effect.
(b) If any provision of this Agreement shall be held or made
invalid by a court decision, by statute or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions of
this Agreement shall be deemed to be severable.
(c) Nothing herein shall be construed to make the Sub-Adviser
an agent of the Adviser, the Trust or the Portfolio.
(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:
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Name:
Title:
WARBURG PINCUS TRUST ON BEHALF OF THE GLOBAL
TELECOMMUNICATIONS PORTFOLIO
By:
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Name:
Title:
CREDIT SUISSE ASSET MANAGEMENT LIMITED
By:
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Name:
Title:
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