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EXHIBIT d(2)
INVESTMENT ADVISORY AGREEMENT
July 6, 1999
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Warburg, Xxxxxx Trust on behalf of the Small Company Growth
Portfolio (the "Trust"), a business trust organized under the laws of the
Commonwealth of Massachusetts, herewith confirms its agreement with Credit
Suisse Asset Management, LLC (the "Adviser") as follows:
1. Investment Description; Appointment
The Trust desires to employ the capital of the Trust by
investing and reinvesting in investments of the kind and in accordance with the
limitations specified in its Agreement and Declaration of Trust, as may be
amended from time to time, and in the Trust'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 Trustees of the Trust. Copies of the Trust 's
Prospectus and SAI have been or will be submitted to the Adviser. The Trust
desires to employ and hereby appoints the Adviser to act as investment adviser
to the Trust. 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
Trustees of the Trust, the Adviser will (a) act in strict conformity with the
Trust 's Agreement and Declaration of Trust, 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 Trust 's assets in accordance with the
Trust's investment objective and policies as stated in the Trust 's Prospectus
and SAI, (c) make investment decisions for the Trust, (d) place purchase and
sale orders for securities on behalf of the Trust, (e) exercise voting rights in
respect of portfolio securities and other investments for the Trust, and (f)
monitor and evaluate the services provided by the Trust '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 Trust 's investments and conduct a
continual program of investment, evaluation and, if appropriate, sale and
reinvestment of the Trust 's assets. In addition, the Adviser
will furnish the Trust with whatever statistical information the Trust may
reasonably request with respect to the securities that the Trust may hold or
contemplate purchasing.
Subject to the approval of the Board of Trustees of the Trust and where
required, the Trust 's shareholders, the Adviser may engage an investment
sub-adviser or sub-advisers to provide advisory services in respect of the Trust
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 Trust 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 Trust and the Trust 's
Board of Trustees and subject to the requirements of the 1940 Act.
3. Brokerage
In executing transactions for the Trust, 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 Trust and/or other
accounts over which the Adviser or an affiliate exercises investment discretion.
4. Information Provided to the Trust
The Adviser will keep the Trust informed of developments
materially affecting the Trust, and will, on its own initiative, furnish the
Trust 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
Trust in connection with the matters to which this Agreement relates,
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provided that nothing herein shall be deemed to protect or purport to protect
the Adviser against any liability to the Trust or to shareholders of the Trust
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 Trust will pay the Adviser an annual fee calculated at an annual
rate of 0.90% of the Portfolio'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 Trust 's net assets shall be computed at the times
and in the manner specified in the Trust 's Prospectus or SAI.
7. Expenses
The Adviser will bear all expenses in connection with the
performance of its services under this Agreement. The Trust 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 Trustees of the Trust 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
Trust; Securities and Exchange Commission fees and state blue sky qualification
fees; charges of custodians and transfer and dividend disbursing agents; the
Trust 's proportionate share of insurance premiums; outside auditing and legal
expenses; costs of maintenance of the Trust '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 Trust and of the officers or Board of Trustees of the Trust; and any
extraordinary expenses.
The Trust will be responsible for nonrecurring expenses which
may arise, including costs of litigation to which the Trust is a party and of
indemnifying officers and Trustees of the Trust with respect to such litigation
and other expenses as determined by the Trustees.
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8. Services to Other Companies or Accounts
The Trust 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 Trust has no objection to the Adviser so acting,
provided that whenever the Trust 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 Trust
recognizes that in some cases this procedure may adversely affect the size of
the position obtainable for the Trust. In addition, the Trust 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 Trustees of the
Trust or (b) a vote of a "majority" (as defined in the 0000 Xxx) of the Trust 's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board of Trustees who are not "interested
persons" (as defined 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 Trustees of the Trust or by vote of holders of a majority of the Trust
'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 Trust
The Trust represents that a copy of its Agreement and
Declaration of Trust, dated March 15, 1995, together with all amendments
thereto, is on file in the office of the Secretary of State of the Commonwealth
of Massachusetts.
11. Limitation of Liability
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It is expressly agreed that this Agreement was executed by or
on behalf of the Trust and not by the Trustees of the Trust or its officers
individually, and the obligations of the Trust hereunder shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents or employees
of the Trust individually, but bind only the assets and property of the Trust,
as provided in the Agreement and Declaration of Trust of the Trust. The
execution and delivery of this Agreement have been authorized by the Trustees
and the sole shareholder of the Trust and signed by an authorized officer of the
Trust, acting as such, and neither such authorization by such Trustees and
shareholder 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 trust property of the Trust as provided
in its Agreement and Declaration of Trust.
12. Miscellaneous
The Trust 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 Trust 's
shares, the Trust agrees that, at the Adviser's request, the Trust's license to
use the words "Warburg" , "Warburg Pincus" "CS", "CSAM", "Credit Suisse" or
"Credit Suisse Warburg Pincus" will terminate and that the Trust will take all
necessary action to change the name of the Trust to names not including the
words "Warburg" "Warburg Pincus", "CS", "CSAM", "Credit Suisse" or "Credit
Suisse Warburg Pincus".
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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 TRUST
ON BEHALF OF THE
SMALL COMPANY GROWTH PORTFOLIO
By: /s/Xxxxxx X. Podisaldo
----------------------
Name: Xxxxxx X. Podisaldo
Title: President
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:/s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: General Counsel
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