EXHIBIT INDEX
EXHIBIT A:
Attachment to item 77C: Submission of matters to a vote of
Security holders.
EXHIBIT B:
Attachment to item 77H: Changes in control of Registrant.
EXHIBIT C:
Attachment to item 77Q1: New Investment Advisory Agreement
And new sub-investment Advisory Agreement
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EXHIBIT A:
Sub-Item 77C: Submission of matter to a vote of security holders
(a) A special meeting was held on May 21, 1999.
(b) At the special meeting held on May 21, 1999, the
following persons were elected as directors of the Fund,
constituting the entire Board of Directors: Xxxxxxx X. Xxxxxxx,
Xxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xx., Xxxxxxx
X. Xxxxxx, Xxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxxxxx X.
Xxxxxxxxxx.
(c) At the special meeting held on May 21, 1999,
shareholders of the Fund were asked to approve a new investment
advisory agreement between the Fund and Credit Suisse Asset
Management, LLC. Shareholders were also asked to approve a new
sub-investment advisory agreement between the Fund, Credit Suisse
Asset Management, LLC and BlackRock Institutional Management
Corporation.
The new investment advisory agreement was approved by
shareholders and the shareholder vote was as follows:
Total Number of Votes Percentage of total
number of shares
outstanding
Approve 8,098,863.560 73.43%
Disapprove 566,455.050 5.14%
Abstain 81,789.970 0.74%
The new sub-investment advisory agreement was approved by
shareholders and the shareholder vote was as follows:
Total Number of Votes Percentage of total
number of shares
outstanding
Approve 7,702,486.280 69.83%
Disapprove 964,673.280 8.75%
Abstain 79,949.020 0.72%
(d) Not applicable
EXHIBIT B:
Sub-Item 77H: Changes in control of registrant
(a) On July 6, 1999, Credit Suisse Group acquired Warburg
Pincus Asset Management, Inc. ("Warburg Pincus"), the Fund's
former investment adviser. Warburg Pincus was combined with
Credit Suisse Group's existing U.S. asset management business,
Credit Suisse Asset Management, LLC, which is an indirect wholly-
owned U.S. subsidiary of Credit Suisse Group. Credit Suisse
Group may be deemed to control the Fund on the basis of its
control of Credit Suisse Asset Management, LLC, the Fund's
current investment adviser.
(b) On July 6, 1999, Warburg, Xxxxxx & Co., formerly the
ultimate parent of Warburg Pincus, ceased to be a controlling
person of the Fund as a result of the transactions described in
Sub-Item 77H(a).
EXHIBIT C:
Sub-Item 77Q1: Exhibits
INVESTMENT ADVISORY AGREEMENT
July 6, 1999
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Warburg, Xxxxxx WorldPerks Tax Free Money Market Fund,
Inc. (the "Fund"), a corporation organized and existing under the
laws of the State of Maryland, herewith confirms its agreement
with Credit Suisse Asset Management, LLC (the "Adviser") as
follows:
1. Investment Description; Appointment
The Fund desires to employ the capital of the Fund by
investing and reinvesting in investments of the kind and in
accordance with the limitations specified in its Articles of
Incorporation, as may be amended from time to time, and in the
Fund's Prospectus(es) and Statement(s) of Additional Information
as from time to time in effect (the "Prospectus" and "SAI,"
respectively), and in such manner and to such extent as may from
time to time be approved by the Board of Directors of the Fund.
Copies of the Fund's Prospectus and SAI have been or will be
submitted to the Adviser. The Fund desires to employ and hereby
appoints the Adviser to act as investment adviser to the Fund.
The Adviser accepts the appointment and agrees to furnish the
services for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board
of Directors of the Fund, the Adviser will (a) act in strict
conformity with the Fund's Articles of Incorporation, the
Investment Company Act of 1940 (the "1940 Act") and the
Investment Advisers Act of 1940, as the same may from time to
time be amended, (b) manage the Fund's assets in accordance with
the Fund's investment objective and policies as stated in the
Fund's Prospectus and SAI, (c) make investment decisions for the
Fund, (d) place purchase and sale orders for securities on behalf
of the Fund, (e) exercise voting rights in respect of portfolio
securities and other investments for the Fund, and (f) monitor
and evaluate the services provided by the Fund's investment sub-
adviser(s), if any, under the terms of the applicable investment
sub-advisory agreement(s). In providing those services, the
Adviser will provide investment research and supervision of the
Fund's investments and conduct a continual program of investment,
evaluation and, if appropriate, sale and reinvestment of the
Fund's assets. In addition, the Adviser will furnish the Fund
with whatever statistical information the Fund may reasonably
request with respect to the securities that the Fund may hold or
contemplate purchasing.
Subject to the approval of the Board of Directors of the
Fund and where required, the Fund's shareholders, the Adviser may
engage an investment sub-adviser or sub-advisers to provide
advisory services in respect of the Fund and may delegate to such
investment sub-adviser(s) the responsibilities described in
subparagraphs (b), (c), (d) and (e) above. In the event that an
investment sub-adviser's engagement has been terminated, the
Adviser shall be responsible for furnishing the Fund with the
services required to be performed by such investment sub-
adviser(s) under the applicable investment sub-advisory
agreements or arranging for a successor investment sub-adviser(s)
to provide such services on terms and conditions acceptable to
the Fund and the Fund's Board of Directors and subject to the
requirements of the 1940 Act.
3. Brokerage
In executing transactions for the Fund, selecting
brokers or dealers and negotiating any brokerage commission
rates, the Adviser will use its best efforts to seek the best
overall terms available. In assessing the best overall terms
available for any portfolio transaction, the Adviser will
consider all factors it deems relevant including, but not limited
to, breadth of the market in the security, the price of the
security, the financial condition and execution capability of the
broker or dealer and the reasonableness of any commission for the
specific transaction and for transactions executed through the
broker or dealer in the aggregate. In selecting brokers or
dealers to execute a particular transaction and in evaluating the
best overall terms available, the Adviser may consider the
brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as the same
may from time to time be amended) provided to the Fund and/or
other accounts over which the Adviser or an affiliate exercises
investment discretion.
4. Information Provided to the Fund
The Adviser will keep the Fund informed of developments
materially affecting the Fund, and will, on its own initiative,
furnish the Fund from time to time with whatever information the
Adviser believes is appropriate for this purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in
rendering the services listed in paragraphs 2, 3 and 4 above.
The Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect
the Adviser against any liability to the Fund or to shareholders
of the Fund to which the Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or by reason of the
Adviser's reckless disregard of its obligations and duties under
this Agreement.
6. Compensation
In consideration of the services rendered pursuant to
this Agreement, the Fund will pay the Adviser an annual fee
calculated at an annual rate of 0.40% of the Fund's average daily
net assets. The fee for the period from the date of this
Agreement to the end of the year shall be prorated according to
the proportion that such period bears to the full yearly period.
Upon any termination of this Agreement before the end of a year,
the fee for such part of that year shall be prorated according to
the proportion that such period bears to the full yearly period
and shall be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to the
Adviser, the value of the Fund's net assets shall be computed at
the times and in the manner specified in the Fund's Prospectus or
SAI.
7. Expenses
The Adviser will bear all expenses in connection with
the performance of its services under this Agreement, including
the fees payable to any investment sub-adviser engaged pursuant
to paragraph 2 of this Agreement. The Fund will bear its
proportionate share of certain other expenses to be incurred in
its operation, including: investment advisory and administration
fees; taxes, interest, brokerage fees and commissions, if any;
fees of Directors of the Fund who are not officers, directors, or
employees of the Adviser, any sub-adviser or any of their
affiliates; fees of any pricing service employed to value shares
of the Fund; Securities and Exchange Commission fees and state
blue sky qualification fees; charges of custodians and transfer
and dividend disbursing agents; the Fund's proportionate share of
insurance premiums; outside auditing and legal expenses; costs of
maintenance of the Fund's existence; costs attributable to
investor services, including, without limitation, telephone and
personnel expenses; costs of preparing and printing prospectuses
and statements of additional information for regulatory purposes
and for distribution to existing shareholders; costs of
shareholders' reports and meetings of the shareholders of the
Fund and of the officers or Board of Directors of the Fund; and
any extraordinary expenses.
The Fund will be responsible for nonrecurring expenses
which may arise, including costs of litigation to which the Fund
is a party and of indemnifying officers and Directors of the Fund
with respect to such litigation and other expenses as determined
by the Directors.
8. Services to Other Companies or Accounts
The Fund understands that the Adviser now acts, will
continue to act and may act in the future as investment adviser
to fiduciary and other managed accounts and to one or more other
investment companies or series of investment companies, and the
Fund has no objection to the Adviser so acting, provided that
whenever the Fund and one or more other accounts or investment
companies or portfolios advised by the Adviser have available
funds for investment, investments suitable and appropriate for
each will be allocated in accordance with a formula believed to
be equitable to each entity. The Fund recognizes that in some
cases this procedure may adversely affect the size of the
position obtainable for the Fund. In addition, the Fund
understands that the persons employed by the Adviser to assist in
the performance of the Adviser's duties hereunder will not devote
their full time to such service and nothing contained herein
shall be deemed to limit or restrict the right of the Adviser or
any affiliate of the Adviser to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature, provided that doing so does not adversely affect
the ability of the adviser to perform its services under this
Agreement.
9. Term of Agreement
This Agreement shall continue for an initial two-year
period commencing on the date first written above, and thereafter
shall continue automatically for successive annual periods,
provided such continuance is specifically approved at least
annually by (a) the Board of Directors of the Fund or (b) a vote
of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities, provided that in either event the
continuance is also approved by a majority of the Board of
Directors who are not "interested persons" (as defined in said
Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable, without penalty, on 60 days' written
notice, by the Board of Directors of the Fund or by vote of
holders of a majority of the Fund's shares, or upon 90 days'
written notice, by the Adviser. This Agreement will also
terminate automatically in the event of its assignment (as
defined in said Act).
10. Representation by the Fund
The Fund represents that a copy of its Articles of
Incorporation, dated July 31, 1998, together with all amendments
thereto, is on file in the Department of Assessments and Taxation
of the State of Maryland.
11. Miscellaneous
The Fund recognizes that directors, officers and
employees of the Adviser may from time to time serve as
directors, trustees, officers and employees of corporations and
business trusts (including other investment companies) and that
such other corporations and trusts may include the name
"Warburg", "Warburg Pincus", "CS", "CSAM", "Credit Suisse" or
"Credit Suisse Warburg Pincus" as part of their names, and that
the Adviser or its affiliates may enter into advisory or other
agreements with such other corporations and trusts. If the
Adviser ceases to act as the investment adviser of the Fund's
shares, the Fund agrees that, at the Adviser's request, the
Fund's license to use the words "Warburg" , "Warburg Pincus"
"CS", "CSAM", "Credit Suisse" or "Credit Suisse Warburg Pincus"
will terminate and that the Fund will take all necessary action
to change the name of the Fund to names not including the words
"Warburg" "Warburg Pincus", "CS", "CSAM", "Credit Suisse" or
"Credit Suisse Warburg Pincus".
Please confirm that the foregoing is in accordance with
your understanding by indicating your acceptance hereof at the
place below indicated, whereupon it shall become a binding
agreement between us.
Very truly yours,
WARBURG, XXXXXX WORLDPERKS TAX
FREE MONEY MARKET FUND, INC.
By: _______________________
Name: ________________
Title: _______________
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: _______________________
Name: ________________
Title: _______________
SUB-ADVISORY AGREEMENT
AGREEMENT dated as of July 6, 1999 between CREDIT SUISSE
ASSET MANAGEMENT, LLC., a Delaware limited liability corporation
(herein called the "Investment Advisor") and BLACKROCK
INSTITUTIONAL MANAGEMENT CORPORATION, a Delaware corporation
(herein called the "Sub-Advisor").
WHEREAS, the Investment Advisor is the investment advisor to
WARBURG, XXXXXX WORLDPERKS TAX FREE MONEY MARKET FUND, INC.
(herein called the "Fund"), an open-end, diversified, management
investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the Investment Advisor wishes to retain the
Sub-Advisor to assist the Investment Advisor in providing
investment advisory services to the Fund; and
WHEREAS, the Sub-Advisor is willing to provide such services
to the Investment Advisor upon the conditions and for the
compensation set forth below.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound
hereby, it is agreed between the parties hereto as follows:
1. Appointment. The Investment Advisor hereby appoints
the Sub-Advisor its sub-advisor with respect to the Fund as
provided for in the Investment Advisory Agreement between the
Investment Advisor and the Fund dated as of July 6, 1999 (such
Agreement or the most recent successor advisory agreement between
such parties is herein called the "Advisory Agreement").
The Sub-Advisor accepts such appointment and agrees to
render the services herein set forth for the compensation herein
provided.
2. Delivery of Documents. The Investment Advisor shall
provide to the Sub-Advisor copies of the Fund's most recent
prospectus and statement of additional information (including any
supplement thereto) which relate to any class of shares
representing interests in the Fund (each such prospectus and
statement of additional information as presently in effect, and
as they shall from time to time be amended and supplemented, is
herein respectively called a "Prospectus" and a "Statement of
Additional Information").
3. Sub-Advisory Services to the Fund. Subject to the
supervision of the Investment Advisor, the Sub-Advisor will
supervise the day-to-day operations of the Fund and perform the
following services: (i) provide investment research and credit
analysis concerning the Fund's investments, (ii) conduct a
continual program of investment of the Fund's assets, (iii) place
orders for all purchases and sales of the investments made for
the Fund and (iv) maintain the books and records required in
connection with its duties hereunder. In addition, the
Sub-Advisor will keep the Investment Advisor promptly informed in
writing of developments materially affecting the Fund. The
Sub-Advisor will communicate to the Investment Advisor on each
day that a purchase or sale of a security is effected for the
Fund (i) the name of the issuer, (ii) the amount of the purchase
or sale, (iii) the name of the broker or dealer, if any, through
which the purchase or sale will be effected, (iv) the CUSIP
number of the security, if any, and (v) such other information as
the Investment Advisor may reasonably require for purposes of
fulfilling its obligations to the Fund under the Advisory
Agreement. The Sub-Advisor will render to the Fund's Board of
Directors such periodic and special reports as the Investment
Advisor may reasonably request. The Sub-Advisor will provide the
services rendered by it hereunder in accordance with the Fund's
investment objectives, policies and restrictions as stated in the
Prospectus and Statement of Additional Information.
4. Brokerage. The Sub-Advisor may place orders pursuant
to its investment determinations for the Fund either directly
with the issuer or with any broker or dealer. In placing orders,
the Sub-Advisor will consider the experience and skill of the
firm's securities traders as well as the firm's financial
responsibility and administrative efficiency. The Sub-Advisor
will attempt to obtain the best price and the most favorable
execution of its orders. Consistent with these obligations, the
Sub-Advisor may, subject to the approval of the Board of
Directors, select brokers on the basis of the research,
statistical and pricing services they provide to the Fund. A
commission paid to such brokers may be higher than that which
another qualified broker would have charged for effecting the
same transaction, provided that the Sub-Advisor determines in
good faith that such transaction is reasonable in terms either of
the transaction or the overall responsibility of the Sub-Advisor
to the Fund and its other clients and that the total commissions
paid by the Fund will be reasonable in relation to the benefits
to the Fund over the long-term. In no instance will portfolio
securities be purchased from or sold to the Fund's principal
distributor, the Investment Advisor, or any affiliate thereof,
except to the extent permitted by an exemptive order of the
Securities and Exchange Commission or by applicable law.
5. Compliance with Laws; Confidentiality. The Sub-Advisor
agrees that it will comply with all applicable rules and
regulations of all federal and state regulatory agencies having
jurisdiction over the Sub-Advisor in performance of its duties
hereunder (herein called the "Rules"). The Sub-Advisor will
treat confidentially and as proprietary information of the Fund
all records and information relative to the Fund, and will not
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 by the Fund,
which approval shall not be unreasonably withheld and may not be
withheld where the Sub-Advisor may be exposed to civil or
criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted
authorities, or when so requested by the Fund.
6. Control by the Fund's Board of Directors. Any
recommendations concerning the Fund's investment program proposed
by the Sub-Advisor to the Fund and the Investment Advisor
pursuant to this Agreement, as well as any other activities
undertaken by the Sub-Advisor on behalf of the Fund pursuant
thereto, shall at all times be subject to any applicable
directives of the Board of Directors of the Fund.
7. Services Not Exclusive. The Sub-Advisor's services
hereunder are not deemed to be exclusive, and the Sub-Advisor
shall be free to render similar services to others so long as its
services under this Agreement are not impaired thereby.
8. Books and Records. In compliance with the requirements
of Rule 31a-3 under the 1940 Act, the Sub-Advisor 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 such records upon the Fund's request. The Sub-Advisor
further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act, the records required to be maintained
by the Sub-Advisor hereunder pursuant to Rule 31a-1 and Rule 2a-7
under the 1940 Act.
9. Expenses. During the term of this Agreement, the
Sub-Advisor will bear all expenses in connection with the
performance of its services under this Agreement. The
Sub-Advisor shall not bear certain other expenses related to the
operation of the Fund including, but not limited to: taxes,
interest, brokerage fees and commissions and any extraordinary
expense items.
10. Compensation. For the services which the Sub-Advisor
will render to the Investment Advisor under this Agreement, the
Investment Advisor will pay to the Sub-Advisor on the first day
of each month, a fee for the previous month calculated daily, at
an annual rate of .06% of the Fund's average daily net assets.
11. Limitation on Liability. The Sub-Advisor will not be
liable for any error of judgment or mistake of law or for any
loss suffered by the Investment Advisor or by the Fund in
connection with the matters to which this Agreement relates,
except that it shall be liable to the Investment Advisor and the
Fund for a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss
resulting from willful misfeasance, bad faith or gross negligence
on its part in the performance of its duties or from reckless
disregard by it of its obligations or duties under this
Agreement.
12. Duration and Termination. This Agreement shall become
effective with respect to the Fund upon approval of this
Agreement by vote of a majority of the outstanding voting
securities of the Fund and, unless sooner terminated as provided
herein, shall continue in effect with respect to the Fund for an
initial two-year period commencing on the date first written
above. Thereafter, if not terminated, this Agreement shall
continue in effect for successive annual periods, provided such
continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Board of Directors of
the Fund who are not interested persons of the Fund or any party
to this Agreement, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Board of
Directors of the Fund or by vote of a majority of the outstanding
voting securities of the Fund. Notwithstanding the foregoing,
this Agreement may be terminated at any time, without the payment
of any penalty, by the Fund (by vote of the Board of Directors of
the Fund or by vote of a majority of the outstanding voting
securities of the Fund), or by the Investment Advisor or the
Sub-Advisor on sixty (60) days' written notice. This Agreement
will immediately terminate in the event of its assignment. (As
used in this Agreement, the terms "majority of the outstanding
voting securities," "interested person" and "assignment" shall
have the same meaning as such terms have in the 1940 Act.)
13. Amendment of this Agreement. No provision of this
Agreement may be changed, discharged or terminated orally, but
only by an instrument in writing signed by the party against
which enforcement of the change, discharge or termination is
sought, and no amendment of this Agreement affecting the Fund
shall be effective until approved by vote of the holders of a
majority of the outstanding voting securities of the Fund.
14. Miscellaneous. The captions in this Agreement are
included for convenience of reference only and in no way define
or delimit any provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement shall
be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors
and shall be governed by Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as
of the day and year first above written.
CREDIT SUISSE ASSET MANAGEMENT, LLC.,
By: _________________________
Title:
BLACKROCK INSTITUTIONAL
MANAGEMENT CORPORATION
By: _________________________
Title:
