FORM OF SUB-INVESTMENT ADVISORY AGREEMENT
[For CSAM U.K. and CSAM Japan]
________, 2002
Credit Suisse Asset Management Limited
[For CSAM U.K.]
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[For CSAM Japan]
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Dear Sirs:
Credit Suisse [insert name] Fund, Inc. (the "Fund"), [a corporation
organized and existing under the laws of the State of Maryland,] [a business
trust organized under the laws of the Commonwealth of Massachusetts,] and Credit
Suisse Asset Management, LLC, as investment adviser to the Fund ("CSAM"),
herewith confirms their agreement with Credit Suisse Asset Management Limited
(the "Sub-Adviser"), a corporation organized under the laws of [England]
[Japan], as follows:
Investment Description; Appointment
The Fund desires to employ the capital of the Fund by investing and
reinvesting in securities of the kind and in accordance with the limitations
specified in the Fund's [Articles of Incorporation] [Agreement and Declaration
of Trust], as may be amended from time to time (the "Articles of
Incorporation")] [(the "Agreement and Declaration of Trust")], 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]
[Trustees] of the Fund. Copies of the Prospectus, SAI and [Articles of
Incorporation] [Agreement and Declaration of Trust] have been or will be
submitted to the Sub-Adviser. The Fund agrees to promptly provide the
Sub-Adviser copies of all amendments to the Prospectus and SAI on an on-going
basis. The Fund employs CSAM as its investment adviser. CSAM desires to employ
and hereby appoints the Sub-Adviser to act as its sub-investment adviser upon
the terms set forth in this Agreement. The Sub-Adviser accepts the appointment
and agrees to furnish the services set forth below for the compensation provided
for herein.
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Services as Sub-Investment Adviser
Subject to the supervision and direction of CSAM, the Sub-Adviser will provide
investment advisory and portfolio management advice to all or that portion of
the Fund's assets designated by CSAM from time to time (the "Assets") in
accordance with (a) the [Articles of Incorporation] [Agreement and Declaration
of Trust], (b) the Investment Company Act of 1940, as amended (the "1940 Act"),
and the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
all applicable Rules and Regulations of the Securities and Exchange Commission
(the "SEC") and all other applicable laws and regulations, and (c) the Fund's
investment objective and policies as stated in the Prospectus and SAI and
investment parameters provided by CSAM from time to time. In connection
therewith, the Sub-Adviser will:
manage the Assets or furnish recommendations to manage the Assets in accordance
with the Fund's investment objective and policies;
make investment decisions or recommendations with respect to the Assets;
if requested by CSAM will place purchase and sale orders for securities on
behalf of the Fund with respect to the Assets;
exercise voting rights with respect to the Assets if requested by CSAM; and
furnish CSAM and the Fund's Board of [Directors] [Trustees] with such periodic
and special reports as the Fund or CSAM may reasonably request.
In providing those services, the Sub-Adviser will, if
requested by CSAM, provide investment research and supervision of the Assets and
conduct a continued program of investment, evaluation and, if appropriate, sale
and reinvestment of the Assets.
In connection with the performance of the services of the Sub-Adviser provided
for herein, the Sub-Adviser may contract at its own expense with third parties
for the acquisition of research, clerical services and other administrative
services that would not require such parties to be required to register as an
investment adviser under the Advisers Act; provided that the Sub-Adviser shall
remain liable for the performance of its duties hereunder.
Execution of Transactions
In executing transactions for the Assets, selecting brokers or dealers and
negotiating any brokerage commission rates, the Sub-Adviser will use its best
efforts to seek best execution. In assessing best execution available for any
portfolio transaction, the Sub-Adviser will consider all factors it deems
relevant including, but not limited to, the 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, to the extent
that the execution and price offered by more than one broker or dealer are
comparable the Sub-Adviser may consider any brokerage and research services (as
those terms are defined in Section 28(e) of
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the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for
use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.
It is understood that the services of the Sub-Adviser are not exclusive, and
nothing in this Agreement shall prevent the Sub-Adviser from providing similar
services to other investment companies or from engaging in other activities,
provided that those activities do not adversely affect the ability of the
Sub-Adviser to perform its services under this Agreement. The Fund and CSAM
further understand and acknowledge that the persons employed by the Sub-Adviser
to assist in the performance of its duties under this Agreement will not devote
their full time to that service. Nothing contained in this Agreement will be
deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the
Sub-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 Sub-Adviser to perform its services under
this Agreement.
On occasions when the Sub-Adviser deems the purchase or sale of a security to be
in the best interest of the Fund as well as of other investment advisory clients
of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable
laws and regulations, but shall not be obligated to, aggregate the securities to
be so sold or purchased with those of its other clients. In such event,
allocation of the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Sub-Adviser in a manner that is
fair and equitable, in the judgment of the Sub-Adviser, in the exercise of its
fiduciary obligations to the Fund and to such other clients. The Fund recognizes
that the effect of the aggregation may operate on some occasions to the Fund's
advantage or disadvantage. The Sub-Adviser shall provide to CSAM and the Fund
all information reasonably requested by CSAM and the Fund relating to the
decisions made by the Sub-Adviser regarding allocation of securities purchased
or sold, as well as the expenses incurred in a transaction, among the Fund and
the Sub-Adviser's other investment advisory clients.
In connection with the purchase and sale of securities for the Fund, the
Sub-Adviser will provide such information as may be reasonably necessary to
enable the custodian and co-administrators to perform their administrative and
recordkeeping responsibilities with respect to the Fund.
Disclosure Regarding the Sub-Adviser
The Sub-Adviser has reviewed the disclosure about the Sub-Adviser contained in
the Fund's registration statement and represents and warrants that, with respect
to such disclosure about the Sub-Adviser or information related, directly or
indirectly, to the Sub-Adviser, such registration statement contains, as of the
date hereof, no untrue statement of any material fact and does not omit any
statement of a material fact which is required to be stated therein or necessary
to make the statements contained therein not misleading.
The Sub-Adviser agrees to notify CSAM and the Fund promptly of (i) any statement
about the Sub-Adviser contained in the Fund's registration statement that
becomes untrue in any material respect, (ii) any omission of a material fact
about the Sub-Adviser in the Fund's registration statement which is required to
be stated therein or necessary to make the statements contained therein not
misleading, or (iii) any reorganization or change in the Sub-Adviser, including
any change in its ownership or key employees.
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Prior to the Fund or CSAM or any affiliated person (as defined in the 1940 Act,
an "Affiliate") of either using or distributing sales literature or other
promotional material referring to the Sub-Adviser ("Promotional Material"), the
Fund or CSAM, where applicable, shall forward such material to the Sub-Adviser
and shall allow the Sub-Adviser reasonable time to review the material. The
Sub-Adviser will not act unreasonably in its review of Promotional Material and
the Fund or CSAM, where applicable, will use all reasonable efforts to ensure
that all Promotional Material used or distributed by or on behalf of the Fund or
CSAM will comply with the requirements of the Advisers Act, the 1940 Act and the
rules and regulations promulgated thereunder.
The Sub-Adviser has supplied CSAM and the Fund copies of its Form ADV with all
exhibits and attachments thereto and will hereinafter supply CSAM and the Fund,
promptly upon preparation thereof, copies of all amendments or restatements of
such document.
Representations and Warranties
The Sub-Adviser represents and warrants that:
it is a duly registered investment adviser under the Advisers Act, a duly
registered investment adviser in any and all states of the United States in
which the Sub-Adviser is required to be so registered and has obtained all
necessary licenses and approvals in order to perform the services provided in
this Agreement. The Sub-Adviser covenants to maintain all necessary
registrations, licenses and approvals in effect during the term of this
Agreement.
it has read and understands the Prospectus and SAI and warrants that in
investing the Fund's assets it will use all reasonable efforts to adhere to the
Fund's investment objectives, policies and restrictions contained therein.
it has adopted a written Code of Ethics in compliance with Rule 17j-1 under the
1940 Act and will provide the Fund with any amendments to such Code.
The Fund represents and warrants that:
it has full power to enter into the terms of this Agreement and to enter into
transactions contemplated by this Agreement and that its entry into the
Agreement nor the exercise by the Sub-Adviser of its discretions or powers under
this Agreement will result in any default under any contract or other agreement
or instrument to which the Fund is a party, or any statute or rule, regulation
or order of any governmental agency or body applicable to the Fund.
information which has been provided to the Sub-Adviser in relation to the Fund's
status, residence and domicile for taxation purposes is complete and correct,
and the Fund agrees to provide any further information properly required by any
competent authority.
it will notify the Sub-Adviser promptly if there is any material change in any
of the above information and will provide such other relevant information as the
Sub-Adviser may reasonably request in order to fulfill its regulatory and
contractual obligations. The Fund acknowledges that a failure to provide such
information may adversely affect the quality of the services that the
Sub-Adviser may provide.
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CSAM represents and warrants that:
it has full power to enter into the terms of this Agreement and to enter into
transactions contemplated by this Agreement and that neither its entry into the
Agreement nor the exercise by the Sub-Adviser of its discretions or powers under
this Agreement will result in any default under any contract or other agreement
or instrument to which CSAM is a party, or any statute or rule, regulation or
order of any governmental agency or body applicable to CSAM.
Compliance
The Sub-Adviser agrees that it shall promptly notify CSAM and the Fund (i) in
the event that the SEC or any other regulatory authority has censured its
activities, functions or operations; suspended or revoked its registration as an
investment adviser; or has commenced proceedings or an investigation that may
result in any of these actions, (ii) in the event that there is a change in the
Sub-Adviser, financial or otherwise, that adversely affects its ability to
perform services under this Agreement or (iii) upon having a reasonable basis
for believing that, as a result of the Sub-Adviser's investing the Fund's
assets, the Fund's investment portfolio has ceased to adhere to the Fund's
investment objectives, policies and restrictions as stated in the Prospectus or
SAI or is otherwise in violation of applicable law.
CSAM agrees that it shall promptly notify the Sub-Adviser in the event that the
SEC has censured CSAM or the Fund; placed limitations upon any of their
activities, functions or operations; suspended or revoked CSAM's registration as
an investment adviser; or has commenced proceedings or an investigation that may
result in any of these actions.
The Fund and CSAM shall be given access to the records with respect to the Fund
of the Sub-Adviser at reasonable times solely for the purpose of monitoring
compliance with the terms of this Agreement and the rules and regulations
applicable to the Sub-Adviser relating to its providing investment advisory
services to the Fund, including without limitation records relating to trading
by employees of the Sub-Adviser for their own accounts and on behalf of other
clients. The Sub-Adviser agrees to cooperate with the Fund and CSAM and their
representatives in connection with any such monitoring efforts.
Books and Records
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Sub-Adviser 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 of such records upon request. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records required to
be maintained by Rule 31a-1 under the 1940 Act and to preserve the records
required by Rule 204-2 under the Advisers Act for the period specified therein.
The Sub-Adviser hereby agrees to furnish to regulatory authorities having the
requisite authority any information or reports in connection with services that
the Sub-Adviser renders pursuant to this Agreement which may be requested in
order to ascertain whether the operations of the Fund are being conducted in a
manner consistent with applicable laws and regulations.
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Provision of Information; Proprietary and Confidential Information
CSAM agrees that it will furnish to the Sub-Adviser information related to or
concerning the Fund that the Sub-Adviser may reasonably request.
The Sub-Adviser agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Fund all records and other
information relative to the Fund, CSAM and prior, present or potential
shareholders and not to 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 of the Fund, which approval shall not be
unreasonably withheld and may not be withheld where the Sub-Adviser may be
exposed to civil or criminal contempt proceedings for failure to comply or when
requested to divulge such information by duly constituted authorities.
The Sub-Adviser represents and warrants that neither it nor any affiliate will
use the name of the Fund, CSAM or any of their affiliates in any prospectus,
sales literature or other material in any manner without the prior written
approval of the Fund or CSAM, as applicable.
Standard of Care
The Sub-Adviser shall exercise its best judgment in rendering
the services described herein. The Sub-Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund or CSAM in
connection with the matters to which this Agreement relates, except that the
Sub-Adviser shall be liable for a loss resulting from a breach of fiduciary duty
by the Sub-Adviser with respect to the receipt of compensation for services;
provided that nothing herein shall be deemed to protect or purport to protect
the Sub-Adviser against any liability to the Fund or CSAM or to shareholders of
the Fund to which the Sub-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 Sub-Adviser's reckless disregard
of its obligations and duties under this Agreement. The Fund and CSAM understand
and agree that the Sub-Adviser may rely upon information furnished to it
reasonably believed by the Sub-Adviser to be accurate and reliable and, except
as herein provided, the Sub-Adviser shall not be accountable for loss suffered
by the Fund by reason of such reliance of the Sub-Adviser.
Compensation
In consideration of the services rendered pursuant to this
Agreement, CSAM will pay the Sub-Adviser such amounts as the parties may agree
upon from time to time as set forth on Schedule A, as amended from time to time.
Expenses
The Sub-Adviser will bear all expenses in connection with the performance of its
services under this Agreement, which shall not include the Fund's expenses
listed in paragraph 11(b).
The Fund will bear 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 CSAM or the Sub-Adviser
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or affiliates of any of them; fees of any pricing service employed to value
shares of the Fund; SEC fees, state Blue Sky qualification fees and any foreign
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] [Trustees]
of the Fund; and any extraordinary expenses.
Term of Agreement
This Agreement shall commence on the date first written above
and 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] [Trustees] of the Fund or (b) a vote of a
"majority" (as defined in the ▇▇▇▇ ▇▇▇) 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] [Trustees] who are not "interested persons"
(as defined the ▇▇▇▇ ▇▇▇) 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, (i) by CSAM on 60 (sixty) days' written notice
to the Fund and the Sub-Adviser, (ii) by the Board of [Directors] [Trustees] of
the Fund or by vote of holders of a majority of the Fund's shares on 60 (sixty)
days' written notice to CSAM and the Sub-Adviser, or (iii) by the Sub-Adviser
upon 60 (sixty) days' written notice to the Fund and CSAM. This Agreement will
also terminate automatically in the event of its assignment (as defined in the
▇▇▇▇ ▇▇▇) by any party hereto. In the event of termination of this Agreement for
any reason, all records relating to the Fund kept by the Sub-Adviser shall
promptly be returned to CSAM or the Fund, free from any claim or retention of
rights in such records by the Sub-Adviser. In the event this Agreement is
terminated or is not approved in the foregoing manner, the provisions contained
in paragraph numbers 4(c), 7, 8 and 9 shall remain in effect.
Amendments
No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (a) the holders of a majority of the
outstanding voting securities of the Fund and (b) the Board of [Directors]
[Trustees] of the Fund, including a majority of Directors who are not
"interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund or of either party
to this Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval, if such approval is required by applicable law.
Notices
All communications hereunder shall be given (a) if to the Sub-Adviser, to Credit
Suisse Asset Management Limited, Beaufort House, ▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ (Attention:
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▇▇▇▇▇ ▇▇▇▇▇▇▇), telephone: ▇▇-▇▇-▇▇▇▇-▇▇▇▇, telecopy: ▇▇-▇▇-▇▇▇▇-▇▇▇▇, (b) if to
CSAM, to Credit Suisse Asset Management, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (Attention: ▇▇▇ ▇▇▇▇▇▇), telephone: (▇▇▇) ▇▇▇-▇▇▇▇,
telecopy: (▇▇▇) ▇▇▇-▇▇▇▇, and (c) if to the Fund, c/o Credit Suisse Funds, ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇,
telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (Attention: President).
The Sub-Adviser may rely on, and act without further enquiry upon, any
instruction, notice or request of any person(s) who is or who the Sub-Adviser
reasonably believes in good faith to be person(s) designated by CSAM or the Fund
to give such instruction, notice or request, and further provided that such
instruction, notice or request is made in writing and sent by original signed
letter, facsimile or electronic means in accordance with the provisions of
Clause 14.1.
CSAM and the Fund will provide a list of person(s) who are authorized to give
instructions and sign documents and take other actions in respect of the Assets.
CSAM or the Fund shall notify the Sub-Adviser promptly of any amendment to such
list and provide specimen signatures of new signatories, and the Sub-Adviser
shall accept any such amendments.
Choice of Law
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York in the United States,
including choice of law principles; provided that nothing herein shall be
construed in a manner inconsistent with the 1940 Act, the Advisers Act or any
applicable rules, regulations or orders of the SEC.
Miscellaneous
The captions of this Agreement are included for convenience only and in no way
define or limit any of the provisions herein or otherwise affect their
construction or effect.
If any provision of this Agreement shall be held or made invalid by a court
decision, by statute or otherwise, the remainder of this Agreement shall not be
affected thereby and, to this extent, the provisions of this Agreement shall be
deemed to be severable.
Nothing herein shall be construed to make the Sub-Adviser an agent of CSAM or
the Fund.
This Agreement may be executed in counterparts, with the same effect as if the
signatures were upon the same instrument.
[Applicable to CSAM Japan only:] Japanese Regulatory Matters
The Sub-Adviser is regulated by the Financial Services Agency
("FSA") in carrying out its investment business and is also subject to
applicable local laws and regulation.
[Applicable to CSAM U.K. only:] United Kingdom Regulatory
Matters
The Sub-Adviser is regulated by the Financial Services
Authority ("FSA") in carrying out its investment business. It therefore is
subject to the rules and guidelines established
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by the FSA including the Conduct of Business Sourcebook. Under the FSA Rules,
the following provisions apply:
The FSA requires that all clients of the Sub-Adviser be classified into specific
categories. On the basis of the information which CSAM has given, the
Sub-Adviser has determined that CSAM is an Intermediate Customer and the Fund is
a Private Customer.
i) The Sub-Adviser is permitted to trade in Futures, Options and Contracts for
Differences including on and off exchange transactions ("Derivative
Instruments"), subject to limitations described herein. The markets on which
Derivative Instruments are executed can be highly volatile. Such investments
carry a high risk of loss and a relatively small adverse market movement may
result not only in the loss of the original investment but also in
unquantifiable further loss exceeding any margin deposited.
The Sub-Adviser may instruct the Custodian to pay margin, or (subject to the
rules of the exchange concerned) deposit investments by way of margin or
collateral, on any Derivative Instrument out of the Assets. The Fund shall not
be required to pay margin in cash beyond the amount of cash held at the relevant
time on the Fund's behalf and immediately available for margin payments.
The Sub-Adviser will not supply the Fund with contract notes. The periodic
reports provided under Section 2(iv) will contain information that would have
been provided in the contract notes.
In order to comply with applicable laws and related regulatory requirements,
there may be periods when the Sub-Adviser will not be permitted to initiate or
recommend certain types of transactions.
No warranty is given by the Sub-Adviser as to the performance or profitability
of the Assets or any part of them.
The Sub-Adviser has in operation a written procedure in accordance with the FSA
Rules for the effective consideration and proper handling of complaints from
customers. Any complaint by CSAM or the Fund hereunder should be sent in writing
to the Compliance Officer of the Sub-Adviser at the address specified in Section
14.
[INCLUDE THE FOLLOWING SECTION 18 ONLY FOR FUNDS THAT ARE Massachusetts
business trusts.]
[Limitation of Liability
It is expressly agreed that this Agreement was executed by or
on behalf of the Fund and not by the Trustees of the Fund or its officers
individually, and the obligations of the Fund hereunder shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents or employees
of the Fund individually, but bind only the assets and property of the Fund, as
provided in the Agreement and Declaration of Trust of the Fund. The execution
and delivery of this Agreement have been authorized by the Trustees and the sole
shareholder of the Fund and signed by an authorized officer of the Fund, acting
as such, and neither such authorization by such Trustees and shareholder nor
such execution and delivery by such officer shall be deemed
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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 Fund as
provided in its Agreement and Declaration of Trust.]
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[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,
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: _________________________________
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
CREDIT SUISSE_____________ FUND, INC.
By: _________________________________
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Secretary
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: _______________________________
Name:
Title:
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SCHEDULE A
CSAM will pay the Sub-Adviser a fee of $250,000 (the "Total
Fee"), one quarter of which shall be payable in U.S. dollars in arrears on the
last business day of each calendar quarter. The fee for the first period during
which this Agreement is in effect shall be pro-rated for the portion of the
calendar quarter that the Agreement is in effect. The Total Fee shall be an
aggregate fee paid for services rendered with respect to this Fund and such
other Credit Suisse Funds for which the Sub-Adviser has been appointed as such
and which CSAM and the Sub-Adviser agree will be governed by this fee schedule.
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