SUB-ITEM 77Q1(e)
Sub-advisory agreement among the Fund, Credit Suisse
Asset Management, LLC and Credit Suisse Asset
Management Limited.
SUB-INVESTMENT ADVISORY AGREEMENT
Effective as of April 24, 2003
Credit Suisse Asset Management Limited
Beaufort House
00 Xx. Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Dear Sirs:
The First Israel 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 Registration Statement(s), as from time to
time in effect (the "Registration Statement"), 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 Registration Statement 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 Registration
Statement 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 Registration
Statement 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-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 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 Registration
Statement 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 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
Registration Statement 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.
(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 registration
statement, 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 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 ("disabling conduct"). The
Fund will indemnify the Sub-Adviser against, and hold it
harmless from, any and all losses, claims damages,
liabilities or expenses (including reasonable
counsel fees and expenses) not resulting from disabling
conduct by the Sub-Adviser. Indemnification shall be
made only following: (i) a final decision on the merits
by a court or other body before whom the proceeding was
brought that the Sub-Adviser was not liable by reason of
disabling conduct or (ii) in the absence of such a
decision, a reasonable determination, based upon a
review of the facts, that the Sub-Adviser was not liable
by reason of disabling conduct by (a) the vote of a
majority of a quorum of directors of the Fund who are
neither "interested persons" of the Fund nor parties
to the proceeding ("disinterested non-party directors")
or (b) an independent legal counsel in a written opinion.
The Sub-Adviser shall be entitled to advances from the
Fund for payment of the reasonable expenses incurred by
it in connection with the matter as to which it is
seeking indemnification in the manner and to the fullest
extent permissible under the Maryland Gerneral
Corporation Law. The Sub-Adviser shall provide to the
Fund a written affirmation of its good faith belief that
the standard of conduct necessary for indemnification by
the Fund has been met and a written undertaking to repay
any such advance if it should ultimately be determined
that the standard of conduct has not been met. In
addition, at least one of the following additional
conditions shall be met: (a) the Sub-Adviser shall
provide security in form and amount acceptable to the
Fund for its undertaking; (b) the Fund is insured against
losses arising by reason of the advance; or (c) a
majority of a quorum of the full Board of Directors of
the Fund, the members of which majority are disinterested
non-party directors, or independent legal counsel, in a
written opinion, shall have determined, based on a review
of facts readily available to the Fund at the time the
advance is proposed to be made, that there is reason to
believe that CSAM will ultimately be found to be entitled
to indemnification. 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 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 registration
statements 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 0000 Xxx) 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 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, 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 0000
Xxx) 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 0000
Xxx) 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, 00 Xx. Xxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX (Attention: Xxxxx Xxxxxxx),
telephone: 00-00-0000-0000, telecopy:
00-00-0000-0000, (b) if to CSAM, to Credit Suisse
Asset Management, LLC, 000 Xxxxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000-0000 (Attention: Xxx
Xxxxxx), telephone: (000) 000-0000, telecopy:
(000) 000-0000, and (c) if to The First Israel Fund,
Inc. c/o Credit Suisse Asset Management, LLC, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000,
telephone: (000) 000-0000, telecopy: (000) 000-0000
(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:
(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.
******************
[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
Name: Xxx Xxxxxx
Title: Managing Director
THE FIRST ISRAEL FUND, INC.
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Senior Vice President
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By: /s/ Xxxxx Xxxxxxxx /s/ Xxxxxxx Xxxxxxx
Name: Xxxxx Xxxxxxxx Xxxxxxx Xxxxxxx
Title: Director (Legal) Managing Director
Date: 13 May 2003 13 May 2003
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
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 Sub-Adviser's Total Fee allocable
with respect to the Fund (for any calendar quarter or
portion thereof) is equal to the product of (a) the
Sub-Adviser's 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
certain other registered investment companies for which
the Sub-Adviser has been appointed to act as sub-adviser
during such calendar quarter or portion thereof.
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