EXHIBIT e(1)
DISTRIBUTION AGREEMENT
August 1, 2000
Credit Suisse Asset Management Securities, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
This is to confirm that, in consideration of the agreements
hereinafter contained, each of the Warburg Pincus Funds and Credit Suisse
Institutional Funds (and the portfolios thereof, as applicable) listed in
Exhibit A hereto (each a "Fund", and together, the "Funds") have agreed that
Credit Suisse Asset Management Securities, Inc. ("CSAMSI") shall be, for the
period of this Agreement, the distributor of shares of common stock or
beneficial interest, as the case may be, of each Fund (the "Shares"). The Fund's
classes of Shares shall be designated as in the Fund's Articles of Incorporation
or Declaration of Trust, as applicable.
1. Services as Distributor
1.1 CSAMSI will be the "principal underwriter" of the
Shares (as defined in the Investment Company Act of 1940, as amended (the "1940
Act")), and as such, will act as agent for the distribution of all classes of
the Shares covered by each Fund's registration statement on Form N-1A, under the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act (the
registration statement, together with the prospectuses (the "prospectus") and
statements of additional information (the "statement of additional information")
included as part of the registration statement, any amendments to the
registration statement, and any supplements to, or material incorporated by
reference into the prospectus or statement of additional information, being
referred to collectively in this Agreement as the "Registration Statement").
1.2 CSAMSI agrees to use appropriate efforts to solicit
orders for the sale of the Shares at such prices and on the terms and conditions
set forth in the Registration Statement. CSAMSI agrees to file with all
necessary regulatory authorities, such as the National Association of Securities
Dealers, Inc. (the "NASD") and the Securities and Exchange Commission (the
"SEC"), such advertising and sales literature as has been previously approved by
the Funds. CSAMSI agrees that it will have legal responsibility under all
applicable laws, rules and regulations, including the rules and regulations of
the SEC and the NASD, for the form and use of all advertising and sales
literature for the Funds which CSAMSI prepares, uses, approves for use and/or
files with the SEC and/or the NASD.
1.3 All activities by CSAMSI as distributor of the Shares
shall comply with all applicable laws, rules and regulations, including, without
limitation, all rules and regulations made or adopted by the SEC or by any
securities association registered under the Securities Exchange Act of 1934, as
amended.
1.4 CSAMSI agrees to (a) provide one or more persons
during normal business hours to respond to telephone questions concerning the
Funds and their respective performance, (b) accept purchase, redemption and
exchange orders by telephone or other appropriate means as agreed to with the
Funds in accordance with the pricing and other terms in each Registration
Statement, (c) provide prospectuses and application forms of other Warburg
Pincus Funds and Credit Suisse Institutional Funds, as applicable, upon request,
(d) enter into distribution and service agreements with broker-dealers and other
financial intermediaries, and (e) perform such other services as the parties may
agree from time to time. CSAMSI will act only on its own behalf as principal
should it choose to enter into distribution or service agreements but agrees not
to enter into any such agreements without the prior written consent of a duly
authorized Fund officer.
1.5 CSAMSI acknowledges that, whenever in the judgment of
a Fund's officers such action is warranted for any reason, including, without
limitation, market, economic or political conditions, those officers may direct
CSAMSI to decline to accept any orders for, or make any sales of, any class of
the Shares until such time as those officers deem it advisable to accept such
orders and to make such sales. In addition, CSAMSI acknowledges that, whenever
in the judgment of a Fund's officers any person or group is likely to engage in
excessive trading, those officers may direct CSAMSI to decline to accept any
particular order to purchase shares of the Fund, including purchase by exchange.
1.6 CSAMSI will transmit any orders received by it for
purchase, redemption or exchange of the Shares to State Street Bank and Trust
Company ("State Street"), the Funds' transfer and dividend disbursing agent, or
its delegate or successor of which CSAMSI is notified in writing. A Fund will
promptly advise CSAMSI of the determination to cease accepting orders or selling
any class of the Shares or to recommence accepting orders or selling any class
of the Shares. Each Fund (or its agent) will confirm orders for the Shares
placed through CSAMSI, and will make appropriate book entries pursuant to the
instructions of CSAMSI. CSAMSI agrees to cause any payment for Shares received
by it and any instructions as to book entries received by it to be delivered
promptly to the relevant Fund (or its agent).
1.7 CSAMSI will prepare and deliver such quarterly
reports as requested by each Fund's governing board of directors or trustees, as
the case may be (the "Board"), and otherwise from time to time as requested by
the Fund. Such reports shall be substantially in the form requested by the Fund.
If requested by the Fund, one or more appropriate CSAMSI representatives shall
attend Board meetings at the expense of CSAMSI.
1.8 CSAMSI receives no compensation for serving as
distributor under this Agreement. However, CSAMSI may be paid a fee for
distribution-related services as set forth in the applicable Co-Administration
Agreement between CSAMSI and the relevant Fund.
2. Duties of the Fund
2.1 Each Fund agrees at its own expense to execute any
and all documents, to furnish any and all information and to take any other
actions that may be reasonably necessary in connection with the sale of the
Shares in those states that CSAMSI may designate.
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2.2 Each Fund shall from time to time furnish for use in
connection with the sale of the Shares, such informational reports with respect
to the Fund and the Shares as CSAMSI may reasonably request, all of which shall
be signed by one or more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such reports, when so signed by
one or more of the Fund's officers, shall be true and correct. Each Fund shall
also furnish CSAMSI upon request with: (a) annual audits of the Fund's books and
accounts made by independent public accountants regularly retained by the Fund,
(b) semiannual unaudited financial statements pertaining to the Fund, (c) a
monthly itemized list of the securities held by the Fund, (d) monthly balance
sheets and (e) such additional information regarding the Fund's financial
condition as CSAMSI may from time to time reasonably request.
3. Representations and Warranties
Each Fund represents and warrants to CSAMSI that the Fund's
current Registration Statement (a) includes all statements required to be
contained therein in conformity with the 1933 Act, the 1940 Act and the rules
and regulations of the SEC; (b) only contains statements of fact that will be
true and correct when such Registration Statement becomes effective; and (c)
will not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading. CSAMSI may, but shall not be obligated to, propose from
time to time such amendment or amendments to any Registration Statement and such
supplement or supplements to any prospectus or statement of additional
information as may, in the opinion of CSAMSI's counsel, be necessary or
advisable. If a Fund shall not propose such amendment or amendments and/or
supplement or supplements within fifteen (15) days after receipt by the Fund of
a written request from CSAMSI to do so, CSAMSI may, at its option, terminate
this Agreement. A Fund shall not file any amendment to any Registration
Statement or supplement to any prospectus or statement of additional information
without giving CSAMSI reasonable notice thereof in advance; provided, however,
that nothing contained in this Agreement shall in any way limit a Fund's right
to file at any time such amendments to any Registration Statement and/or
supplements to any prospectus or statement of additional information with
respect to any class of the Shares, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and unconditional.
4. Effectiveness of Registration
None of the Shares shall be offered by either CSAMSI or a Fund
under any of the provisions of this Agreement and no orders for the purchase or
sale of any class of the Shares shall be accepted by CSAMSI if and so long as
the effectiveness of the Registration Statement shall be suspended under any of
the provisions of the 1933 Act or if and so long as a current prospectus is not
on file with the SEC; provided, however, that nothing contained in this Section
4 shall in any way restrict or have an application to or bearing upon the Fund's
obligation to repurchase its shares from any shareholder in accordance with the
provisions of the Registration Statement.
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5. Indemnification
5.1 Each Fund agrees to indemnify, defend and hold
CSAMSI, its several officers and directors, and any person who controls CSAMSI
within the meaning of Section 15 of the 1933 Act (collectively, "CSAMSI
Indemnified Persons"), free and harmless from and against any and all claims,
demands, liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any counsel fees incurred in
connection therewith) which CSAMSI Indemnified Persons, may incur arising out of
or based upon (a) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement relating to such Fund; (b) any
omission or alleged omission to state a material fact required to be stated in
any Registration Statement relating to such Fund or necessary to make the
statements in any Registration Statement relating to such Fund not misleading;
provided, however, that each Fund's agreement to indemnify CSAMSI Indemnified
Persons shall not be deemed to cover any claims, demands, liabilities or
expenses arising out of or based upon any statements or representations made by
CSAMSI or its representatives or agents that are inconsistent with or vary from
statements and representations contained in any Registration Statement relating
to such Fund and in such financial and other statements relating to such Fund as
are furnished to CSAMSI pursuant to Section 2.2 hereof; or (c) the breach by a
Fund of this Agreement. A Fund's agreement to indemnify CSAMSI Indemnified
Persons and a Fund's representations and warranties hereinbefore set forth in
Section 3 shall not be deemed to cover any liability to such Fund or its
shareholders to which CSAMSI Indemnified Persons would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of their duties, or by reason of CSAMSI's reckless disregard of its obligations
and duties under this Agreement. Each Fund's agreement to indemnify CSAMSI
Indemnified Persons as aforesaid, is expressly conditioned upon the Fund being
notified of any action brought against CSAMSI Indemnified Persons within ten
(10) days after the summons or other first legal process shall have been served.
The failure to so notify a Fund of any such action shall not relieve the Fund
from any liability that the Fund may have to the CSAMSI Indemnified Person by
reason of any such untrue or alleged untrue statement or omission or alleged
omission otherwise than on account of the Fund's indemnity agreement contained
in this Section 5.1. Each Fund's indemnification agreement contained in this
Section 5.1 and each Fund's representations and warranties in this Agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any CSAMSI Indemnified Person, and shall
survive the delivery of any of the Shares and termination of this Agreement.
This agreement of indemnity will inure exclusively to CSAMSI's benefit, to the
benefit of its several officers and directors, and their respective estates, and
to the benefit of the controlling persons and their successors.
5.2 CSAMSI agrees to indemnify, defend and hold each
Fund, the Funds' investment adviser(s) (the "Adviser"), their several officers
and directors, and any person who controls a Fund or the Adviser within the
meaning of Section 15 of the 1933 Act (collectively, "Fund Indemnified
Persons"), free and harmless from and against any and all claims, demands,
liabilities and expenses (including the costs of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which Fund Indemnified Persons may incur, but only to the extent that
such liability or expense incurred by the Fund Indemnified Persons resulting
from such claims or demands shall arise out of or be based upon (a) any sales
literature, advertisements, information, statements or representations issued or
made
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by CSAMSI without the prior written consent of the Fund or its agent, (b) any
untrue or alleged untrue statement of a material fact contained in information
furnished in writing by CSAMSI to a Fund specifically for use in the
Registration Statement relating to such Fund, (c) any omission or alleged
omission to state a material fact in connection with such information required
or necessary to make such information not misleading or (d) the breach by CSAMSI
of this Agreement. CSAMSI's agreement to indemnify a Fund Indemnified Person, as
aforesaid, is expressly conditioned upon CSAMSI's being notified of any action
brought against the Fund Indemnified Person, such notification to be given in
writing by the Fund Indemnified Person against whom such action is brought,
within ten (10) days after the summons or other first legal process shall have
been served. The failure to so notify CSAMSI of any such action shall not
relieve CSAMSI from any liability that CSAMSI may have to the Fund Indemnified
Person by reason of any such untrue or alleged untrue statement or omission or
alleged omission otherwise than on account of CSAMSI's indemnity agreement
contained in this Section 5.2.
5.3 In case any action shall be brought against any
indemnified party under Section 5.1 or 5.2, and it shall timely notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish to do so, to
assume the defense thereof with counsel satisfactory to such indemnified party.
If the indemnifying party opts to assume the defense of such action, the
indemnifying party will not be liable to the indemnified party for any legal or
other expenses subsequently incurred by the indemnified party in connection with
the defense thereof other than (a) reasonable costs of investigation or the
furnishing of documents or witnesses and (b) all reasonable fees and expenses of
separate counsel to such indemnified party if (i) the indemnifying party and the
indemnified party shall have agreed to the retention of such counsel or (ii) the
indemnified party shall have reasonably concluded that representation of the
indemnifying party and the indemnified party by the same counsel would be
inappropriate due to actual or potential differing interests between them in the
conduct of the defense of such action.
6. Notice to CSAMSI
Each Fund agrees to advise CSAMSI immediately in writing:
(a) of any request by the SEC for amendments to the
Registration Statement relating to such Fund then in effect with
respect to any class of the Shares or for additional information;
(b) in the event of the issuance by the SEC of any
stop order suspending the effectiveness of the Registration Statement
relating to such Fund then in effect with respect to any class of the
Shares or the initiation of any proceeding for that purpose;
(c) of the happening of any event that makes untrue
any statement of a material fact made in the Registration Statement
relating to such Fund then in effect with respect to any class of the
Shares or that requires the making of a change in such Registration
Statement in order to make the statements therein not misleading; and
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(d) of the commencement of any litigation or proceedings
against the Fund or any of its officers or Board members in connection
with the issuance and sale of any class of the Shares.
7. Amendments; Assignments
This Agreement may be amended only by written agreement signed
by CSAMSI and each 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.
This Agreement may not be assigned by either party without the
prior written consent of the other party. This Agreement will also terminate
automatically in the event of its assignment (as defined in the 1940 Act).
8. Term of Agreement
This Agreement shall continue for an initial period of two
years and thereafter shall continue automatically for successive annual periods
with respect to a Fund, provided such continuance is specifically approved at
least annually by (a) a vote of a majority of the Fund's Board or (b) a vote of
a majority (as defined in the 0000 Xxx) of the Fund's outstanding voting
securities, provided that its continuance is also approved by a vote of a
majority of the Fund's Board members who are not interested persons (as defined
in the 0000 Xxx) 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 by a Fund without penalty (a) on sixty (60) days' written notice, by
a vote of a majority of the Fund's Board or by vote of a majority (as defined in
the 0000 Xxx) of the Fund's outstanding voting securities, or (b) on one hundred
twenty (120) days' written notice by CSAMSI.
9. Notices
All notices required to be given pursuant to this Agreement
shall be in writing, delivered by messenger or express mail or courier service
addressed as follows:
If to CSAMSI:
Credit Suisse Asset Management Securities, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Xxx Xxxxxx, Esq.
If to a Fund:
c/o Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Xxx Xxxxxx, Esq.
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Any such notice shall be deemed to have been duly given or made when
delivered to the addresses set forth above (a) on the date of delivery if sent
by hand or (b) on the designated date of delivery if sent by express mail or
courier service.
10. 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 assets
and property of the Fund.
The obligations of each Fund under this Agreement (i) are solely the
responsibility of the applicable Fund (and shall bind only the assets and
property of that Fund), and (ii) do not constitute the responsibilities and/or
liabilities of any of the other Funds that are parties to this Agreement.
11. 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.
12. Counterparts
This Agreement may be executed in counterparts, each of which
shall be deemed an original.
13. 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.
[Signature page follows.]
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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,
THE WARBURG PINCUS FUNDS AND CREDIT
SUISSE INSTITUTIONAL FUNDS LISTED
ON EXHIBIT A
By: /s/Xxx Xxxxxx
-------------------------------
Name: Xxx Xxxxxx
Title: Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.
By: /s/Xxx Xxxxxx
----------------
Name: Xxx Xxxxxx
Title: Secretary
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EXHIBIT A
WARBURG PINCUS FUNDS
CREDIT SUISSE INSTITUTIONAL FUNDS
August 31 Fiscal Year End Funds
Credit Suisse Institutional International Growth Fund
Credit Suisse Institutional Strategic Global Fixed Income Fund
Credit Suisse Institutional U.S. Core Equity Fund
Credit Suisse Institutional U.S. Core Fixed Income Fund
Warburg, Xxxxxx Central & Eastern Europe Fund
Warburg, Xxxxxx European Equity Fund
Warburg, Xxxxxx Focus Fund
Warburg, Xxxxxx Global Telecommunications Fund
Warburg, Xxxxxx High Yield Fund
Warburg, Pincus Long-Short Marker Neutral Fund
Warburg, Xxxxxx Municipal Bond Fund
Warburg, Xxxxxx Global Financial Services Fund
Warburg, Xxxxxx/CSFB Global New Technologies Fund
Warburg, Xxxxxx/CSFB Technology Index Fund
Warburg, Xxxxxx Global Health Sciences Fund
Warburg, Xxxxxx Aggressive Growth Fund
October 31 Fiscal Year End Funds
Credit Suisse Institutional Fund
Emerging Markets Portfolio
International Equity Portfolio
Japan Growth Portfolio
Warburg, Xxxxxx Post-Venture Capital Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Value Portfolio
Warburg, Xxxxxx Balanced Fund
Warburg, Xxxxxx Capital Appreciation Fund
Warburg, Xxxxxx Emerging Growth Fund
Warburg, Xxxxxx Emerging Markets Fund
Warburg, Xxxxxx Fixed Income Fund
Warburg, Xxxxxx Global Fixed Income Fund
Warburg, Xxxxxx Global Post-Venture Capital Fund
Warburg, Xxxxxx Intermediate Maturity Government Fund
Warburg, Xxxxxx New York Intermediate Municipal Fund
Warburg, Xxxxxx International Equity Fund
Warburg, Xxxxxx Major Foreign Markets Fund
Warburg, Xxxxxx Japan Growth Fund
Warburg, Xxxxxx Japan Small Company Fund
Warburg, Xxxxxx Small Company Growth Fund
Warburg, Xxxxxx Small Company Value Fund
Warburg, Xxxxxx Value Fund
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December 31 Fiscal Year End Funds
Warburg, Pincus Cash Reserve Fund
Warburg, Xxxxxx New York Tax Exempt Fund
Warburg, Xxxxxx Trust
Emerging Growth Portfolio
Emerging Markets Portfolio
Global Post-Venture Capital Portfolio
Value Portfolio
International Equity Portfolio
Small Company Growth Portfolio
Warburg, Xxxxxx Trust II
Fixed Income Portfolio
Warburg, Xxxxxx WorldPerks Money Market Fund
Warburg, Xxxxxx WorldPerks Tax Free Money Market Fund
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