ASSIGNMENT AGREEMENT
Agreement dated as of August 1, 2000 by and between Credit Suisse Asset
Management Securities, Inc. (f/k/a Counsellors Securities Inc., "CSSI") and
Provident Distributors, Inc. ("PDI").
WHEREAS, PDI had been the distributor of the open-end investment
companies that hold themselves out as part of the Warburg Pincus family of
funds until August 1, 2000, at which time CSSI became distributor of those
Funds; and
WHEREAS, PDI wishes to assign to CSSI all of its rights and obligations
under the service and participation agreements listed on Exhibit A hereto (as
amended and/or restated to the date hereof the "Service Agreements") insofar
as they relate to PDI's services as distributor of the Warburg Pincus Funds,
and CSSI is willing to assume such rights and obligations;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. ASSIGNMENT. PDI by this instrument does hereby assign, convey,
transfer, release, grant, setover, deliver and confirm to CSSI, its
successors and permitted assigns, all right, title and interest of PDI in and
to the Service Agreements, including any and all obligations,
responsibilities, representations and warranties of PDI in its capacity as
distributor, and CSSI hereby accepts such assignment.
2. RIGHTS IN THIRD PARTIES. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. In addition, the parties acknowledge that
this Agreement is intended to confer on the other party or parties to each
Service Agreement the right to enforce directly against CSSI such rights,
remedies, obligations and liabilities as it or they previously could enforce
against PDI.
3. COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall for all purposes be deemed to be an original and all of
which shall constitute one and the same instrument.
4. MISCELLANEOUS. This Agreement may only be amended by written
agreement of the parties, and shall be governed by the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by an authorized representative thereof, all as of the day and year
first above written.
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: Vice President & Chief Compliance Officer
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PROVIDENT DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
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Title: President
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2
EXHIBIT A
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Service Agreements
(see attached list)
PDI/WARBURG PINCUS SERVICES AGREEMENT
DEALER # BROKER/DEALER AGREEMENT
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65177 Xxxxxx Trust and Savings Bank Common Shares
60066 Xxxxx & Xxxxxxxxxxxx Inc Common Shares
65200 Financial Network Investment Corp. Advisor Shares
65202 Broad Band Capital Mgmt. Advisor Shares
65190 Xxxxx Xxxxxx & Associates Common & Advisor Shares
65034 BISYS BD Common & Advisor Shares
65175 Harvest Financial Common Shares
65189 ePlanning Securities Advisor Shares
65192 National Securities Corp Common & Advisor Shares
60062 Xxxxx Xxxxx & Co Common Shares
65191 National Deferred Compensation Inc Common & Advisor
65204 EBI Securities Corp. Common & Advisor
65194 Web Street Securities Common & Advisor Shares
60010 Comerica Bank Common Shares
60069 Xxxxx International Securities Common Shares
65102 E*Trade Restatement of Services Agreement
65137 Exeter Trust Co Advisor Shares
65013 Fidelity Investments Inst. Op Second Amendment to Services Agreement
65209 First Lexington Trust Co Common Shares
00000 Xxxxxx Associates Service Agreement - Institutional Shares
65203 ING Barings LLC Common & Advisor Shares
65143 Investors Bank & Trust Common Shares
00000 Xxxxxxxxx Xxxxx Xx. Xxxxxx Shares
65207 Mercantile Safe Deposit & Trust Common Shares
55046 Minnesota Life Insurance Co Common Shares
65208 Multi-Financial Securities Common & Advisor Shares
00000 Xxx Xxxxxxxx Xxxxx Xx Advisor Shares
65198 Primvest Financial Common & Advisor Shares
65197 Securities Equity Group Common & Advisor Shares
65128 Security Brokerage Inc Common Shares
65052 Valley Forge Asset Management Common Shares
65210 XX Xxxxxx & Co Common & Advisor Shares
65141 Xxxx Xxxxx Common Shares
65213 Xxxxxxxx, Angnardo & Co Inc Common & Advisor Shares
60072 Wilshire Associates Inc Common Shares
60073 Xxxxx X Xxxxxx & Co Inc Common Shares
26593 Gruntel & Co Common Shares
00000 Xxx Xxxx Xxxx Xxxxxx Shares
55019 & 55017 Reliastar Common Shares
