EXHIBIT D(2)
SUB-INVESTMENT ADVISORY AGREEMENT
July 14, 2000
Credit Suisse Asset Management Limited
Beaufort House
00 Xx. Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Dear Sirs:
Warburg Pincus Emerging Markets Fund, Inc. (the "Fund"), a
corporation organized and existing under the laws of the State of Maryland, and
Credit Suisse Asset Management, LLC, as investment adviser to the Fund ("CSAM"),
herewith confirms their agreement with Credit Suisse Asset Management Limited
(the "Sub-Adviser"), a corporation organized under the laws of England, as
follows:
1. Investment Description; Appointment
The Fund desires to employ the capital of the Fund by
investing and reinvesting in securities of the kind and in accordance with the
limitations specified in the Fund's Articles of Incorporation, as may be amended
from time to time (the "Articles of Incorporation"), and in the Fund's
Prospectus(es) and Statement(s) of Additional Information, as from time to time
in effect (the "Prospectus" and "SAI," respectively), and in such manner and to
such extent as may from time to time be approved by the Board of Directors of
the Fund. Copies of the Prospectus, SAI and Articles of Incorporation have been
or will be submitted to the Sub-Adviser. The Fund agrees to provide the
Sub-Adviser copies of all amendments to the Prospectus and SAI on an on-going
basis. The Fund employs CSAM as its investment adviser. CSAM desires to employ
and hereby appoints the Sub-Adviser to act as its sub-investment adviser upon
the terms set forth in this Agreement. The Sub-Adviser accepts the appointment
and agrees to furnish the services set forth below for the compensation provided
for herein.
2. Services as Sub-Investment Adviser
(a) Subject to the supervision and direction of CSAM, the
Sub-Adviser will provide investment advisory and portfolio management advice to
all or that portion of the Fund's assets designated by CSAM from time to time
(the "Assets") in accordance with (a) the Articles of Incorporation, (b) the
Investment Company Act of 1940, as amended (the "1940 Act"), and the Investment
Advisers Act of 1940, as amended (the "Advisers Act"), and all applicable Rules
and Regulations of the Securities and Exchange Commission (the "SEC") and all
other applicable laws and regulations, and (c) the Fund's investment objective
and policies as stated in the Prospectus and SAI and investment parameters
provided by CSAM from time to time. In connection therewith, the Sub-Adviser
will:
(i) manage the Assets or furnish recommendations
to manage the Assets in accordance with the
Fund's investment objective and policies;
(ii) make investment decisions or recommendations
with respect to the Assets;
(iii) if requested by CSAM place purchase and sale
orders for securities on behalf of the Fund
with respect to the Assets;
(iv) exercise voting rights with respect to the
Assets if requested by CSAM; and
(v) furnish CSAM and the Fund's Board of
Directors with such periodic and special
reports as the Fund or CSAM may reasonably
request.
In providing those services, the Sub-Adviser will, if
requested by CSAM, provide investment research and supervision of the Assets and
conduct a continued program of investment, evaluation and, if appropriate, sale
and reinvestment of the Assets.
(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) In executing transactions for the Assets, selecting
brokers or dealers and negotiating any brokerage commission rates, the
Sub-Adviser will use its best efforts to seek the best overall terms available.
In assessing the best overall terms available for any portfolio transaction, the
Sub-Adviser will consider all factors it deems relevant including, but not
limited to, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of any commission for the specific transaction and
for transactions executed through the broker or dealer in the aggregate. In
selecting brokers or dealers to execute a particular transaction and in
evaluating the best overall terms available, to the extent that the execution
and price offered by more than one broker or dealer are comparable the
Sub-Adviser may consider any brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the
Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the
Sub-Adviser or CSAM.
(b) It is understood that the services of the Sub-Adviser
are not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser
from providing similar services to other investment companies or from engaging
in other activities, provided that those activities do not adversely affect the
ability of the Sub-Adviser to perform its services under this Agreement. The
Fund and CSAM further understand and acknowledge that the persons employed by
the Sub-
- 2 -
Adviser to assist in the performance of its duties under this Agreement will not
devote their full time to that service. Nothing contained in this Agreement will
be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of
the Sub-Adviser to engage in and devote time and attention to other businesses
or to render services of whatever kind or nature, provided that doing so does
not adversely affect the ability of the Sub-Adviser to perform its services
under this Agreement.
(c) On occasions when the Sub-Adviser deems the purchase
or sale of a security to be in the best interest of the Fund as well as of other
investment advisory clients of the Sub-Adviser, the Sub-Adviser may, to the
extent permitted by applicable laws and regulations, but shall not be obligated
to, aggregate the securities to be so sold or purchased with those of its other
clients. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the
Sub-Adviser in a manner that is fair and equitable, in the judgment of the
Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to
such other clients. The Sub-Adviser shall provide to CSAM and the Fund all
information reasonably requested by CSAM and the Fund relating to the decisions
made by the Sub-Adviser regarding allocation of securities purchased or sold, as
well as the expenses incurred in a transaction, among the Fund and the
Sub-Adviser's other investment advisory clients.
(d) In connection with the purchase and sale of
securities for the Fund, the Sub-Adviser will provide such information as may be
reasonably necessary to enable the custodian and co-administrators to perform
their administrative and record-keeping responsibilities with respect to the
Fund.
4. Disclosure Regarding the Sub-Adviser
(a) The Sub-Adviser has reviewed the disclosure about the
Sub-Adviser contained in the Fund's registration statement and represents and
warrants that, with respect to such disclosure about the Sub-Adviser or
information related, directly or indirectly, to the Sub-Adviser, such
registration statement contains, as of the date hereof, no untrue statement of
any material fact and does not omit any statement of a material fact which is
required to be stated therein or necessary to make the statements contained
therein not misleading.
(b) The Sub-Adviser agrees to notify CSAM and the Fund
promptly of (i) any statement about the Sub-Adviser contained in the Fund's
registration statement that becomes untrue in any material respect, (ii) any
omission of a material fact about the Sub-Adviser in the Fund's registration
statement which is required to be stated therein or necessary to make the
statements contained therein not misleading, or (iii) any reorganization or
change in the Sub-Adviser, including any change in its ownership or key
employees.
(c) Prior to the Fund or CSAM or any affiliated person
(as defined in the 1940 Act, an "Affiliate") of either using or distributing
sales literature or other promotional material referring to the Sub-Adviser
("Promotional Material"), the Fund or CSAM, where applicable, shall forward such
material to the Sub-Adviser and shall allow the Sub-Adviser reasonable time to
review the material. The Sub-Adviser will not act unreasonably in its review of
Promotional Material and the Fund or CSAM, where applicable, will use all
reasonable efforts to ensure that
- 3 -
all Promotional Material used or distributed by or on behalf of the Fund or CSAM
will comply with the requirements of the Advisers Act, the 1940 Act and the
rules and regulations promulgated thereunder.
(d) The Sub-Adviser has supplied CSAM and the Fund copies
of its Form ADV with all exhibits and attachments thereto and will hereinafter
supply CSAM and the Fund, promptly upon preparation thereof, copies of all
amendments or restatements of such document.
5. Certain Representations and Warranties of the Sub-Adviser
(a) The Sub-Adviser represents and warrants that it is a
duly registered investment adviser under the Advisers Act, a duly registered
investment adviser in any and all states of the United States in which the
Sub-Adviser is required to be so registered and has obtained all necessary
licenses and approvals in order to perform the services provided in this
Agreement. The Sub-Adviser covenants to maintain all necessary registrations,
licenses and approvals in effect during the term of this Agreement.
(b) The Sub-Adviser represents that it has read and
understands the Prospectus and SAI and warrants that in investing the Fund's
assets it will use all reasonable efforts to adhere to the Fund's investment
objectives, policies and restrictions contained therein.
(c) The Sub-Adviser represents that it has adopted a
written Code of Ethics in compliance with Rule 17j-1 under the 1940 Act and will
provide the Fund with any amendments to such Code.
6. Compliance
(a) The Sub-Adviser agrees that it shall promptly notify
CSAM and the Fund (i) in the event that the SEC or any other regulatory
authority has censured its activities, functions or operations; suspended or
revoked its registration as an investment adviser; or has commenced proceedings
or an investigation that may result in any of these actions, (ii) in the event
that there is a change in the Sub-Adviser, financial or otherwise, that
adversely affects its ability to perform services under this Agreement or (iii)
upon having a reasonable basis for believing that, as a result of the
Sub-Adviser's investing the Fund's assets, the Fund's investment portfolio has
ceased to adhere to the Fund's investment objectives, policies and restrictions
as stated in the Prospectus or SAI or is otherwise in violation of applicable
law.
(b) CSAM agrees that it shall promptly notify the
Sub-Adviser in the event that the SEC has censured CSAM or the Fund; placed
limitations upon any of their activities, functions or operations; suspended or
revoked CSAM's registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions.
(c) The Fund and CSAM shall be given access to the
records of the Sub-Adviser at reasonable times solely for the purpose of
monitoring compliance with the terms of this Agreement and the rules and
regulations applicable to the Sub-Adviser relating to its providing investment
advisory services to the Fund, including without limitation records relating to
trading by employees of the Sub-Adviser for their own accounts and on behalf of
other clients.
- 4 -
The Sub-Adviser agrees to cooperate with the Fund and CSAM and their
representatives in connection with any such monitoring efforts.
7. Books and Records
(a) In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any of such records upon request. The Sub-Adviser
further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act
and to preserve the records required by Rule 204-2 under the Advisers Act for
the period specified therein.
(b) The Sub-Adviser hereby agrees to furnish to
regulatory authorities having the requisite authority any information or reports
in connection with services that the Sub-Adviser renders pursuant to this
Agreement which may be requested in order to ascertain whether the operations of
the Fund are being conducted in a manner consistent with applicable laws and
regulations.
8. Provision of Information; Proprietary and Confidential
Information
(a) CSAM agrees that it will furnish to the Sub-Adviser
information related to or concerning the Fund that the Sub-Adviser may
reasonably request.
(b) The Sub-Adviser agrees on behalf of itself and its
employees to treat confidentially and as proprietary information of the Fund all
records and other information relative to the Fund, CSAM and prior, present or
potential shareholders and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder
except after prior notification to and approval in writing of the Fund, which
approval shall not be unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure
to comply or when requested to divulge such information by duly constituted
authorities.
(c) The Sub-Adviser represents and warrants that neither
it nor any affiliate will use the name of the Fund, CSAM or any of their
affiliates in any prospectus, sales literature or other material in any manner
without the prior written approval of the Fund or CSAM, as applicable.
9. Standard of Care
The Sub-Adviser shall exercise its best judgment in rendering
the services described herein. The Sub-Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund or CSAM in
connection with the matters to which this Agreement relates, except that the
Sub-Adviser shall be liable for a loss resulting from a breach of fiduciary duty
by the Sub-Adviser with respect to the receipt of compensation for services;
provided that nothing herein shall be deemed to protect or purport to protect
the Sub-Adviser against any liability to the Fund or CSAM or to shareholders of
the Fund to which the Sub-Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross
- 5 -
negligence on its part in the performance of its duties or by reason of the
Sub-Adviser's reckless disregard of its obligations and duties under this
Agreement. The Fund and CSAM understand and agree that the Sub-Adviser may rely
upon information furnished to it reasonably believed by the Sub-Adviser to be
accurate and reliable and, except as herein provided, the Sub-Adviser shall not
be accountable for loss suffered by the Fund by reason of such reliance of the
Sub-Adviser.
10. Compensation
In consideration of the services rendered pursuant to this
Agreement, CSAM will pay the Sub-Adviser a quarterly fee equal to 50% of the
quarterly fee received by CSAM from the Fund for its services as the Fund's
investment adviser after any fee waivers and expense reimbursements. The fee for
the period from the date of this Agreement to the end of the quarter during
which this Agreement commenced shall be prorated according to the proportion
that such period bears to the full quarterly period. Such fee shall be paid by
CSAM to the Sub-Adviser within ten (10) business days after the last day of each
quarter or, upon termination of this Agreement before the end of a quarter,
within ten (10) business days after the effective date of such termination. Upon
any termination of this Agreement before the end of a quarter, the fee for such
part of that quarter shall be prorated according to the proportion that such
period bears to the full quarterly period. The Sub-Adviser shall have no right
to obtain compensation directly from the Fund for services provided hereunder
and agrees to look solely to CSAM for payment of fees due.
11. Expenses
(a) The Sub-Adviser will bear all expenses in connection
with the performance of its services under this Agreement, which shall not
include the Fund's expenses listed in paragraph 11(b).
(b) The Fund will bear certain other expenses to be
incurred in its operation, including: investment advisory and administration
fees; taxes, interest, brokerage fees and commissions, if any; fees of Directors
of the Fund who are not officers, directors, or employees of CSAM or the
Sub-Adviser or affiliates of any of them; fees of any pricing service employed
to value shares of the Fund; SEC fees, state Blue Sky qualification fees and any
foreign qualification fees; charges of custodians and transfer and dividend
disbursing agents; the Fund's proportionate share of insurance premiums; outside
auditing and legal expenses; costs of maintenance of the Fund's existence; costs
attributable to investor services, including, without limitation, telephone and
personnel expenses; costs of preparing and printing prospectuses and statements
of additional information for regulatory purposes and for distribution to
existing shareholders; costs of shareholders' reports and meetings of the
shareholders of the Fund and of the officers or Board of Directors of the Fund;
and any extraordinary expenses.
12. Term of Agreement
This Agreement shall commence on the date first written above
and shall continue for an initial two-year period commencing on the date first
written above, and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least annually by
(a) the Board of Directors of the Fund or (b) a vote of a "majority"
- 6 -
(as defined in the 0000 Xxx) of the Fund's outstanding voting securities,
provided that in either event the continuance is also approved by a majority of
the Board of Directors who are not "interested persons" (as defined the 0000
Xxx) of any party to this Agreement, by vote cast in person at a meeting called
for the purpose of voting on such approval. This Agreement is terminable,
without penalty, (i) by CSAM on 60 (sixty) days' written notice to the Fund and
the Sub-Adviser, (ii) by the Board of Directors of the Fund or by vote of
holders of a majority of the Fund's shares on 60 (sixty) days' written notice to
CSAM and the Sub-Adviser, or (iii) by the Sub-Adviser upon 60 (sixty) days'
written notice to the Fund and CSAM. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 0000 Xxx) by any
party hereto. In the event of termination of this Agreement for any reason, all
records relating to the Fund kept by the Sub-Adviser shall promptly be returned
to CSAM or the Fund, free from any claim or retention of rights in such records
by the Sub-Adviser. In the event this Agreement is terminated or is not approved
in the foregoing manner, the provisions contained in paragraph numbers 4(c), 7,
8 and 9 shall remain in effect.
13. Amendments
No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (a) the holders of a majority of the
outstanding voting securities of the Fund and (b) the Board of Directors of the
Fund, including a majority of Directors who are not "interested persons" (as
defined in the 0000 Xxx) of the Fund or of either party to this Agreement, by
vote cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
14. Notices
All communications hereunder shall be given (a) if to the
Sub-Adviser, to Credit Suisse Asset Management Limited, Beaufort House, 00 Xx.
Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (Attention: Xxxxx Xxxxxxx), telephone:
00-00-0000-0000, telecopy: 00-00-0000-0000, (b) if to CSAM, to Credit Suisse
Asset Management, LLC, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000
(Attention: Xxx Xxxxxx), telephone: (000) 000-0000, telecopy: (000) 000-0000,
and (c) if to the Fund, c/o Credit Suisse Funds, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000-0000, telephone: (000) 000-0000, telecopy: (000) 000-0000
(Attention: President).
15. Choice of Law
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York in the United States,
including choice of law principles; provided that nothing herein shall be
construed in a manner inconsistent with the 1940 Act, the Advisers Act or any
applicable rules, regulations or orders of the SEC.
16. Miscellaneous
(a) The captions of this Agreement are included for
convenience only and in no way define or limit any of the provisions herein or
otherwise affect their construction or effect.
- 7 -
(b) If any provision of this Agreement shall be held or
made invalid by a court decision, by statute or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions of
this Agreement shall be deemed to be severable.
(c) Nothing herein shall be construed to make the
Sub-Adviser an agent of CSAM or the Fund.
(d) This Agreement may be executed in counterparts, with
the same effect as if the signatures were upon the same instrument.
******************
[signature page follows]
- 8 -
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: /s/Xxx Xxxxxx
-------------
Name: Xxx Xxxxxx
Title: Managing Director
WARBURG PINCUS EMERGING MARKETS, INC.
By: /s/Xxx Xxxxxx
-------------
Name: Xxx Xxxxxx
Title: Secretary
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: /s/Xxxxx Xxxxxxx
----------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: /s/X. Xxxxxxxx
--------------
Name: X. Xxxxxxxx
Title: Director (Legal)
- 9 -
