EXHIBIT H(1)
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
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service providers and other financial intermediaries that render 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;
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(iii) the preparation, including printing, and
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
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their reinvestment in the Advisor Class; (iii) preparing and distributing
account statements and Advisor Class transaction 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
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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 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.
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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, 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
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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.
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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.
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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
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EXHIBIT A
WARBURG PINCUS FUNDS
Warburg Pincus Central & Eastern Europe Fund
Warburg Pincus Emerging Markets II Fund
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
Warburg Pincus WorldPerks Money Market Fund
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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
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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.
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