Exhibit E(2)
AMENDMENT TO DISTRIBUTION AGREEMENT
October 2, 2001
Credit Suisse Asset Management
Securities, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
Pursuant to Section 7 of the Distribution Agreement (the "Distribution
Agreement") by and between each of Credit Suisse Warburg Pincus Capital
Appreciation Fund, Credit Suisse Warburg Pincus Value II Fund, Credit Suisse
Warburg Pincus Major Foreign Markets Fund and Credit Suisse Warburg Pincus
Intermediate Maturity Government Fund (each a "Fund," together the "Funds") and
Credit Suisse Asset Management Securities, Inc., dated August 1, 2000, the
Distribution Agreement is hereby amended to delete Section 1.8 and replace it in
its entirety by the following:
1.8(a) With respect to the Class A, B and C shares, the Fund will
compensate the Distributor for its services in connection with distribution of
Shares by the Distributor in accordance with the terms of the plans of
distribution (the "Plans") adopted by the Fund pursuant to Rule 12b-1 under the
1940 Act with respect to such Classes, as such Plans may be in effect from time
to time. The Fund reserves the right to modify or terminate such Plans at any
time as specified in the Plans and Rule 12b-1, and this Section 1.8(a) shall
thereupon be modified or terminated to the same extent without further action of
the parties. In addition, this Section 1.8(a) may be modified or terminated by
the Board members as set forth in Section 8 hereof. The persons authorized to
direct the payment of funds pursuant to this Agreement and the Plans shall
provide to each Fund's governing Board, and the Board members shall review, at
least quarterly a written report of the amounts so paid and the purposes for
which such expenditures were made. The amounts paid under this Agreement are in
addition to the amount of any initial sales charge or contingent deferred sales
charge, if any, paid to the Distributor pursuant to the terms of each Fund's
Registration Statement as in effect from time to time.
(b) With respect to the shares of Common and Advisor Classes, the Fund
will pay certain amounts to certain persons consistent with the terms of the
Co-Administration Agreement between the Distributor and the Fund and the
distribution plans adopted with respect to such Classes.
Except as expressly amended by this Amendment, the Distribution Agreement
shall remain in full force and effect as the same was in effect immediately
prior to the effectiveness of this Amendment. All references in the Distribution
Agreement to "this Agreement" shall be deemed to refer to the Distribution
Agreement as amended by this Amendment.
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 WARBURG PINCUS CAPITAL
APPRECIATION FUND
CREDIT SUISSE WARBURG PINCUS VALUE II FUND
CREDIT SUISSE WARBURG PINCUS MAJOR FOREIGN
MARKETS FUND
CREDIT SUISSE WARBURG PINCUS INTEMEDIATE
MATURITY GOVERNMENT FUND
By: /s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Vice President
Accepted:
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By: /s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Managing Director and General Counsel
