EXHIBIT A
SECOND AMENDMENT TO SUB-INVESTMENT ADVISORY AGREEMENT
May 19, 2004
Credit Suisse Asset Management Limited
0-0 Xxxxxxxxx 0-xxxxx
Xxxxxx-xx, Xxxxx
Xxxxx
Dear Sirs:
This amends the Sub-Investment Advisory Agreement dated as of
May 1, 2002, and amended July 22, 2002 (the "Sub-Advisory Agreement"), by and
among the Japan Equity Fund (the "Fund"), Credit Suisse Asset Management, LLC
("CSAM") and Credit Suisse Asset Management Limited (Tokyo) (the "Sub-Adviser").
Capitalized terms used herein but not otherwise defined shall have the meanings
set forth in the Sub-Advisory Agreement.
In consideration of the covenants and agreements expressed
herein, the parties agree as follows:
1. Effective May [19], 2004, Schedule A to the
Sub-Advisory Agreement will read as follows:
"SCHEDULE A
CSAM will pay the Sub-Adviser a fee equal to ninety percent of
the fee that CSAM collects from shareholders (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. Should the Total Fee be
decreased by CSAM for any reason and at any time, the Sub-Adviser
shall be paid ninety percent of such decreased fee. 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.
The portion of the Total Fee allocable with respect to the
Fund for any calendar quarter or portion thereof is equal to the
product of (a) the Total Fee and (b) a fraction: (i) the numerator of
which is the average monthly net assets of the Fund during such
calendar quarter or portion thereof and (ii) the denominator of which
is the aggregate average monthly net assets of the Fund and other
registered investment companies for which the Sub-Adviser has been
appointed as such during such calendar quarter or portion thereof
(rounded to the nearest thousand dollars)."
2. Fees shall cease to accrue under the previous compensation
structure on [May 19 ], 2004 and such fees shall be paid to the Sub-Adviser as
soon as practicable after the end of the month of May 2004.
3. The parties agree that the provisions of the Sub-Advisory
Agreement, except as amended by this Amendment shall continue in full force and
effect.
[signature page follows]
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/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Managing Director
CREDIT SUISSE JAPAN EQUITY FUND
By: /s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Vice President and Secretary
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By:/s/Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Representative Director and President
