EXHIBIT D(2)
SUB-INVESTMENT ADVISORY AGREEMENT
Effective as of May 1, 2002
Credit Suisse Asset Management Limited
Beaufort House
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Dear Sirs:
Credit Suisse International Focus Fund, Inc. (the "Fund"), a
corporation organized and existing under the laws of the State of Maryland, and
Credit Suisse Asset Management, LLC, as investment adviser to the Fund ("CSAM"),
herewith confirm their agreement with Credit Suisse Asset Management Limited
(the "Sub-Adviser"), a corporation organized under the laws of England, as
follows:
1. 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, as may be amended
from time to time (the "Articles of Incorporation"), 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 of
the Fund. Copies of the Prospectus, SAI and Articles of Incorporation 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.
2. Services as Sub-Investment Adviser
(a) 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, (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:
(i) manage the Assets or furnish recommendations to
manage the Assets in accordance with the Fund's investment objective and
policies;
(ii) make investment decisions or recommendations
with respect to the Assets;
(iii) if requested by CSAM will place purchase and
sale orders for securities on behalf of the Fund with respect to the
Assets;
(iv) exercise voting rights with respect to the
Assets if requested by CSAM; and
(v) furnish CSAM and the Fund's Board of Directors
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.
(b) 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.
3. Execution of Transactions
(a) 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 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.
(b) 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-
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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.
(c) 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.
(d) 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.
4. Disclosure Regarding the Sub-Adviser
(a) 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.
(b) 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.
(c) 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
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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.
(d) 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.
5. Representations and Warranties
5.1 The Sub-Adviser represents and warrants that:
(a) 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.
(b) 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.
(c) 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.
5.2 The Fund represents and warrants that:
(a) 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.
(b) 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.
(c) 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.
5.3 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
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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.
6. Compliance
(a) 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.
(b) 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.
(c) 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.
7. Books and Records
(a) 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.
(b) 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.
8. Provision of Information; Proprietary and Confidential
Information
(a) CSAM agrees that it will furnish to the Sub-Adviser
information related to or concerning the Fund that the Sub-Adviser may
reasonably request.
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(b) 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.
(c) 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.
9. 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.
10. 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.
11. Expenses
(a) 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).
(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 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
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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 of the Fund; and any extraordinary expenses.
12. 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 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 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 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.
13. 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 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.
14. Notices
14.1 All communications hereunder shall be given (a) if to the
Sub-Adviser, to Credit Suisse Asset Management Limited, Beaufort House,
▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇),
telephone: ▇▇-▇▇-▇▇▇▇-▇▇▇▇, telecopy: ▇▇-▇▇-▇▇▇▇-▇▇▇▇, (b) if to CSAM,
to Credit Suisse Asset Management, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (Attention: ▇▇▇ ▇▇▇▇▇▇), telephone: (▇▇▇) ▇▇▇-▇▇▇▇,
telecopy: (▇▇▇) ▇▇▇-▇▇▇▇, and (c) if to the Fund, ▇/▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ Funds, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
telephone: (▇▇▇) ▇▇▇-▇▇▇▇, telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (Attention:
President).
14.2 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.
14.3 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.
15. 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.
16. Miscellaneous
(a) 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.
(b) 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.
(c) Nothing herein shall be construed to make the Sub-Adviser
an agent of CSAM or the Fund.
(d) This Agreement may be executed in counterparts, with the
same effect as if the signatures were upon the same instrument.
17. 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 by the FSA including the Conduct
of Business Sourcebook. Under the FSA Rules, the following provisions apply:
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(a) 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.
(b) (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.
(ii) 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.
(c) 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.
(d) 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.
(e) No warranty is given by the Sub-Adviser as to the
performance or profitability of the Assets or any part of them.
(f) 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.
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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: /s/▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
CREDIT SUISSE INTERNATIONAL FOCUS
FUND, INC.
By: /s/▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Secretary
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: /s/SR ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Name: SR. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director Director (Legal)
Date: 11/06/02 11/06/02
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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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