EXHIBIT 99.h(2)
CO-ADMINISTRATION AGREEMENT
November 1, 1999
Credit Suisse Asset Management Securities, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Ladies and Gentlemen:
Each of the Warburg Pincus Funds (and the portfolios thereof) listed
in Exhibit A hereto (each a "Fund", and together the "Funds") confirms its
agreement with Credit Suisse Asset Management Securities, Inc. (the
"Administrator") as follows:
1. INVESTMENT DESCRIPTION; APPOINTMENT
Each Fund desires to employ its capital by investing and reinvesting
in investments of the kind and in accordance with the limitations specified in
its Articles of Incorporation or Declaration of Trust, as applicable, as amended
from time to time (the "Charter"), in its By-Laws, as amended from time to time
(the "By-laws"), in the Fund's prospectus(es) (the "Prospectus") and
Statement(s) of Additional Information (the "Statement of Additional
Information") as in effect from time to time, and in such manner and to the
extent as may from time to time be approved by the Board of Directors or
Trustees, as the case may be, of the Fund (the "Board"). Copies of the
Prospectus, Statement of Additional Information and the Charter and By-laws of
each Fund have been made available to the Administrator. Each Fund employs
Credit Suisse Asset Management, LLC (the "Adviser") as its investment adviser
and desires to employ and hereby appoints the Administrator as its
co-administrator. The Administrator accepts this appointment and agrees to
furnish the services for the compensation set forth below.
2. SERVICES
(a) Subject to the supervision and direction of the Board of each
Fund, the Administrator will provide the following administrative services:
(i) assist in supervising all aspects of each Fund's operations,
except those performed by other parties pursuant to written agreements with the
Fund; provided, that the
distribution of Funds' shares shall be the sole responsibility of the Funds'
distributor;
(ii) provide various shareholder liaison services including, but
not limited to, responding to inquiries of Fund shareholders, providing
information on shareholder investments, assisting shareholders of the Funds in
changing account options and addresses, preparing reports and other
informational materials regarding the Funds, including proxies/proxy statements
and other shareholder communications, reviewing prospectuses, assisting in
transmitting proxy statements and gathering proxies in connection with
shareholder meetings, and similar ministerial activities;
(iii) provide telephone shareholder services through a toll-free
number; provided that the Administrator shall not solicit callers to purchase
shares in a Fund and will refer or pass to the Funds' distributor or transfer
agent all orders for the sale of Fund shares;
(iv) furnish corporate secretarial services, including
preparation of materials for meetings of the Board, distribute those materials
and prepare minutes of meetings of the Board and any committees thereof and of a
Fund's shareholders; and liasing with the Board and providing additional
information upon request;
(v) assist in and coordinate the preparation and mailing of
reports to the Funds' shareholders of record and filings with the Securities and
Exchange Commission (the "SEC") including, but not limited to, annual and
semiannual reports to shareholders; post-effective amendments to each Fund's
Registration Statement on Form N-1A (the "Registration Statement") and proxy
statements;
(vi) assist in the preparation of each Fund's tax returns and
assist in other regulatory filings as necessary, such as Form N-SAR (other than
filing advertising and sales literature for the Funds with the SEC or the
National Association of Securities Dealers, Inc.);
(vii) assist the Adviser, at the Adviser's request, in developing
and monitoring compliance procedures for the Funds which may include, among
other matters, procedures to assist the Adviser in monitoring compliance with a
Fund's investment objective, policies, restrictions, tax matters and applicable
laws and regulations;
(viii) act as liaison between each Fund and the Fund's
independent public accountants, counsel, custodian or custodians, transfer
agent, co-administrator and service organizations such as broker-dealers,
financial institutions, institutional shareholders or record, retirement plans
and their service providers and other financial intermediaries that render
2
services to Fund shareholders ("Service Organizations"), and take all reasonable
action in the performance of its obligations under this Agreement to assure that
all necessary and reasonably requested information is made available to each of
them;
(ix) provide information to the Adviser and the Funds'
distributor, upon request, concerning performance and administration of the
Fund;
(x) be a party to agreements with Service Organizations with
respect to a Fund's Advisor Class, if any, and, to the extent required in such
agreements, bear the responsibility of paying to such Service Organizations an
amount up to the amount received by the Administrator under the Distribution
Plan with respect to the Advisor Class (the "Distribution Plan");
(xi) review, approve and arrange for the payment of Fund
expenses;
(xii) maintain and preserve certain Fund records, including
financial and corporate records;
(xiii) supply the Funds with office facilities (which may be the
Administrator's own offices), data processing services, clerical, internal
executive, legal, regulatory and administrative services, and stationery and
office supplies; and
(xiv) such other services to be performed by the Administrator as
are described in the Registration Statement relating to each Fund.
(b) Pursuant to the Shareholder Servicing and Distribution Plan, if
any (the "12b-1 Plan"), with respect to the shares of a Fund designated Common
Class (the "Common Class"), adopted by the Fund pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "1940 Act")("Rule 12b-1"), the
Administrator may provide, or enter into agreements with other parties to
provide, the following services with respect to the Common Class: (x) ongoing
servicing and/or maintenance of the shareholder accounts ("Shareholder
Services") and (y) services that are primarily intended to result in, or that
are primarily attributable to, the sale of the Common Class ("Selling Services";
together with Shareholder Services, "Services"). These Services include, without
limitation:
(i) responding to Fund shareholder inquiries and providing
services to shareholders not otherwise provided by the Funds' distributor or
transfer agent;
(ii) printing and distributing prospectuses and statements of
additional information describing the Fund;
(iii) the preparation, including printing, and
3
distribution of sales literature, advertisements and other informational
materials relating to the Common Class;
(iv) providing telephone services relating to the Fund;
(v) formulating and implementing marketing and promotional
activities, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising;
provided that the form, use and placement of all advertising and sales
literature will be the responsibility of the Funds' distributor; and
(vi) obtaining whatever information, analyses and reports with
respect to marketing and promotional activities that the Fund may, from time to
time, deem advisable.
(c) Pursuant to the Distribution Plan (with respect to the Advisor
Class), adopted by the Fund pursuant to Rule 12b-1, the Administrator may
compensate Service Organizations to cover certain expenses primarily intended to
result in the sale of a Fund's Advisor Class, including, but not limited to: (i)
costs of payments made to employees that engage in the distribution of the
Advisor Class; (ii) payments made to, and expenses of, persons who provide
support services in connection with the distribution of the Advisor Class,
including, but not limited to, office space and equipment, telephone facilities,
processing shareholder transactions and providing any other shareholder services
not otherwise provided by the Funds' distributor or transfer agent; (iii) costs
relating to the formulation and implementation of marketing and promotional
activities, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising; (iv)
costs of printing and distributing prospectuses, statements of additional
information and reports of the Fund to prospective holders of the Advisor Class;
(v) costs involved in preparing, printing and distributing sales literature
pertaining to the Fund and (vi) costs involved in obtaining whatever
information, analyses and reports with respect to marketing and promotional
activities that the Fund may, from time to time, deem advisable.
(d) Pursuant to the Distribution Plan (with respect to the Advisor
Class) the Administrator may also compensate Service Organizations for
administrative and accounting services provided to their customers or clients
who are the record and/or beneficial owners of the Advisor Class of a Fund
("Customers"), including, but not limited to: (i) accepting orders from
Customers for the purchase, exchange and redemption of the Advisor Class and
aggregating and communicating orders as instructed by the Funds' distributor;
(ii) disbursing Fund dividends and distributions to Customers and/or providing
for their reinvestment in the Advisor Class; (iii) preparing and distributing
account statements and Advisor Class transaction
4
confirmations to Customers; (iv) arranging for settlement of Customer
transactions, including arranging for bank wires in accordance with the Fund's
prospectus; (v) providing sub-accounting services with respect to shares of the
Advisor Class beneficially owned by Customers, including maintaining records of
dates and prices for all Advisor Class transactions and Advisor Class balances;
(vi) forwarding shareholder communications from the Fund (for example, proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to Customers, if required by law and (vii)
providing other appropriate or necessary services as may be incidental, normal
and customary for service providers performing substantially similar services.
(e) In performing all services under this Agreement, the
Administrator shall act in conformity with applicable law, the Charter and
By-laws of each Fund, and the investment objective, investment policies and
other practices and policies set forth in the Registration Statement relating to
each Fund, as such Registration Statement and practices and policies may be
amended from time to time.
3. COMPENSATION
(a) For services provided pursuant to Section 2(a) of this Agreement,
each Fund will pay the Administrator a monthly fee in arrears at an annual rate
set forth in Exhibit B hereto. The Administrator shall provide co-administration
services with respect to a Fund's Institutional Shares without compensation. If
this Agreement is in effect for any period less than a full calendar month, the
fee shall be prorated according to the proportion that such period of
effectiveness bears to the full monthly period. For the purpose of determining
fees payable to the Administrator, the value of a Fund's net assets shall be
computed at the times and in the manner specified in the Prospectus and
Statement of Additional Information as from time to time in effect.
(b) Pursuant to the 12b-1 Plan, each relevant Fund will pay the
Administrator a monthly fee in arrears at an annual rate of .25% of the average
daily net assets of the Fund's Common Class. Amounts paid to the Administrator
under the 12b-1 Plan may be used by the Administrator to cover expenses related
to providing the Services set forth in Section 2(b) of this Agreement.
(c) Pursuant to the Distribution Plan, each relevant Fund will pay
the Administrator a monthly fee in arrears at an annual rate of .50% of the
average daily net assets of the Fund's Advisor Class. The Administrator will
receive payments pursuant to the Distribution Plan only as payment agent of the
Fund to compensate Service Organizations pursuant to their agreements with the
Administrator and the Funds' distributor. Amounts paid to the Administrator
under the Distribution Plan will be used by
5
the Administrator exclusively to compensate Service Organizations as described
in Sections 2(c) and 2(d) of this Agreement.
(d) Of the amount paid pursuant to Section 3(c), up to .25% of the
average daily net assets of the Fund's Advisor Class may be used by the
Administrator to compensate Service Organizations for personal service and/or
the maintenance of Customer accounts, including but not limited to (i)
responding to Customer inquiries, (ii) providing information on Customer
investments and (iii) providing other shareholder liaison services.
(e) The Administrator will prepare and deliver reports to the Board
of each Fund on a regular, at least quarterly, basis, showing the amounts
expended by the Fund pursuant to the 12b-1 Plan and the Distribution Plan and
the purposes for which such expenditures were made, as well as any supplemental
reports as the Board from time to time may reasonably request.
4. EXPENSES
The Administrator will bear all expenses in connection with the
performance of its services under this Agreement; PROVIDED, HOWEVER, that each
Fund will reimburse the Administrator for the reasonable out-of-pocket expenses
incurred by it on behalf of the Fund upon presentation of appropriate
documentation. Such reimbursable expenses shall include, but not be limited to,
postage, telephone, facsimile, photocopying and commercial courier charges.
Each Fund will bear certain other expenses to be incurred in its
operation, including: taxes, interest, brokerage fees and commissions, if any;
fees of members of the Fund's Board who are not officers, directors, or
employees of the Adviser or the Administrator or any of their affiliates; SEC
fees and state blue sky qualification fees; charges of custodians and transfer
and dividend disbursing agents; certain insurance premiums; outside auditing and
legal expenses; costs of maintenance of corporate existence; except as otherwise
provided herein, 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, and meetings of the officers of the Board; costs of any pricing
services; and any extraordinary expenses.
5. STANDARD OF CARE
The Administrator shall exercise its best judgment in rendering the
services listed in Section 2 above. The Administrator shall not be liable for
any error of judgment or mistake of law or for any loss suffered by a Fund in
connection with the matters to which this Agreement relates; provided,
6
however, that nothing in this Agreement shall be deemed to protect or purport to
protect the Administrator against liability to the Fund or its shareholders to
which the Administrator would otherwise be subject by reason of willful
misfeasance, bad faith or negligence on its part in the performance of its
duties or by reason of the Administrator's reckless disregard of its obligations
and duties under this Agreement.
6. TERM OF AGREEMENT
This Agreement shall continue for an initial period of one year and
thereafter shall continue automatically (unless terminated as provided herein)
for successive annual periods with respect to a Fund, provided that such
continuance is specifically approved at least annually by (a) a vote of a
majority of the Board and (b) a vote of a majority of the Board members who are
not interested persons (as defined in the 0000 Xxx) of the Fund and who have no
direct or indirect financial interest in the operation of the 12b-1 Plan or the
Distribution Plan, in this Agreement or in any agreement related to the 12b-1
Plan or the Distribution Plan ("Independent Board Members"), by vote cast in
person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable with respect to either the Common Class or the Advisor
Class of a Fund without penalty (a) on sixty (60) days' written notice, by a
vote of a majority of the Fund's Independent Board Members or by vote of a
majority (as defined in the 0000 Xxx) of the outstanding voting securities of
the Common Class or Advisor Class, as applicable, or (b) on ninety (90) days'
written notice by the Administrator. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act).
7. AMENDMENTS
This Agreement may be amended only by written agreement signed by the
Administrator and the Fund. To the extent that a written amendment pursuant to
this Section is signed by some but not all of the Funds, such amendment shall be
effective only with respect to the Funds that signed such written amendment.
8. SERVICE TO OTHER COMPANIES OR ACCOUNTS
Each Fund understands that the Administrator now acts, will continue
to act and may act in the future as administrator, co-administrator or
administrative services agent to one or more other investment companies, and the
Fund has no objection to the Administrator's so acting. Each Fund understands
that the persons employed by the Administrator to assist in the performance of
the Administrator's duties hereunder will not devote their full time to such
service and nothing contained in this Agreement shall be deemed to limit or
restrict the right of the Administrator or any affiliate of the Administrator to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
7
9. LIMITATION OF LIABILITY
It is expressly agreed that this Agreement was executed by or on
behalf of each Fund and not by the Board members of the Fund or its officers
individually, and the obligations of the Fund hereunder shall not be binding
upon any of the Board members, shareholders, nominees, officers, agents or
employees of the Fund individually, but bind only the assets and property of the
Fund. The execution and delivery of this Agreement have been authorized by the
Board and signed by an authorized officer of each Fund, acting as such, and
neither such authorization by such Board 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 property
of the Fund.
10. CHOICE OF LAW
This Agreement shall be governed by and interpreted and enforced in
accordance with the laws of the State of New York without giving effect to the
choice-of-law provisions thereof.
11. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be
deemed an original.
12. HEADINGS
The headings of the Sections of this Agreement are for convenience of
reference only and are not to be considered in construing the terms and
provisions of this Agreement.
8
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning to us the enclosed copy
hereof.
Very truly yours,
THE WARBURG PINCUS FUNDS LISTED ON
EXHIBIT A
By: /s/ Xxx Xxxxxx
--------------
Name: Xxx Xxxxxx
Title: Secretary & Vice President
Accepted:
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President & Chief Compliance Officer
9
EXHIBIT A
WARBURG PINCUS FUNDS
Warburg Pincus Central & Eastern Europe Fund
Warburg Pincus Emerging Markets II Fund
Warburg Pincus European Equity Fund
Warburg Pincus Global Telecommunications Fund
Warburg Pincus High Yield Fund
Warburg Pincus International Growth Fund
Warburg Pincus Long-Short Equity Fund
Warburg Pincus Long-Short Market Neutral Fund
Warburg Pincus Municipal Bond Fund
Warburg Pincus Select Economic Value Equity Fund
Warburg Pincus Strategic Global Fixed Income Fund
Warburg Pincus U.S. Core Equity Fund
Warburg Pincus U.S. Core Fixed Income Fund
Warburg Pincus Balanced Fund
Warburg Pincus Capital Appreciation Fund
Warburg Pincus Emerging Growth Fund
Warburg Pincus Emerging Markets Fund
Warburg Pincus Fixed Income Fund
Warburg Pincus Global Fixed Income Fund
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Growth & Income Fund
Warburg Pincus Health Sciences Fund
Warburg Pincus Institutional Fund
Emerging Markets Portfolio
International Equity Portfolio
Japan Growth Portfolio
Post-Venture Capital Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Value Portfolio
Warburg Pincus Intermediate Maturity Government Fund
Warburg Pincus New York Intermediate Municipal Fund
Warburg Pincus International Equity Fund
Warburg Pincus International Small Company Fund
Warburg Pincus Major Foreign Markets Fund
Warburg Pincus Japan Growth Fund
Warburg Pincus Japan Small Company Fund
Warburg Pincus Post-Venture Capital Fund
Warburg Pincus Small Company Growth Fund
Warburg Pincus Small Company Value Fund
Warburg Pincus Cash Reserve Fund
Warburg Pincus New York Tax Exempt Fund
10
Warburg Pincus WorldPerks Money Market Fund
Warburg Pincus WorldPerks Tax Free Money Market Fund
Warburg Pincus Trust
Emerging Growth Portfolio
Emerging Markets Portfolio
Growth & Income Portfolio
International Equity Portfolio
Post-Venture Capital Portfolio
Small Company Growth Portfolio
Warburg Pincus Trust II
Fixed Income Portfolio
Global Fixed Income Portfolio
11
EXHIBIT B
(1) Each of the following Funds will pay the Administrator a fee
calculated at an annual rate of .05% of the Fund's first $125 million in
average daily net assets attributable to the Common Shares and .10% of
average daily net assets in excess of $25 million attributable to the
Common Shares:
Warburg Pincus Central & Eastern Europe Fund
Warburg Pincus Emerging Markets II Fund
Warburg Pincus European Equity Fund
Warburg Pincus Global Telecommunications Fund
Warburg Pincus High Yield Fund
Warburg Pincus International Growth Fund
Warburg Pincus Long-Short Equity Fund
Warburg Pincus Long-Short Market Neutral Fund
Warburg Pincus Municipal Bond Fund
Warburg Pincus Select Economic Value Equity Fund
Warburg Pincus Strategic Global Fixed Income Fund
Warburg Pincus U.S. Core Equity Fund
Warburg Pincus U.S. Core Fixed Income Fund
(2) Each Fund not listed in (1) above will pay the Administrator a fee
calculated at an annual rate of .10% of average daily net assets
attributable to Common Shares and Advisor Shares.
12
