1
EXHIBIT d (2)
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, ▇▇▇▇▇▇ 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").
2
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
2
3
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
3
4
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.
4
5
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: /s/▇▇▇ ▇▇▇▇▇▇
---------------
Title: General Counsel
BLACKROCK INSTITUTIONAL
MANAGEMENT CORPORATION
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
--------------------
Title:
5
