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
Cash Reserve Fund and Credit Suisse Warburg Pincus New York Tax-Exempt 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 shares, each Fund will
compensate the Distributor for its services in connection with distribution of
Shares by the Distributor in accordance with the terms of the plan of
distribution (the "Plan") adopted by the Fund pursuant to Rule 12b-1 under the
1940 Act with respect to such Classes, as such Plan may be in effect from time
to time. Each Fund reserves the right to modify or terminate such Plan at any
time as specified in the Plan 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 Plan 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 each
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 CASH RESERVE
FUND
CREDIT SUISSE WARBURG PINCUS NEW YORK TAX-
EXEMPT FUND
By: /s/Xxx Xxxxxx
-------------
Name: Xxx Xxxxxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT
SECURITIES, INC.
By: /s/Xxx Xxxxxx
-------------
Name: Xxx Xxxxxx
Title: Secretary
