Exhibit 77Q1e
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
July 6, 1999, as Amended and Restated May 3, 2004
Credit Suisse Asset Management, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
Credit Suisse New York Municipal Fund (the "Fund"), a business trust
organized under the laws of the Commonwealth of Massachusetts, herewith
confirms its agreement with Credit Suisse Asset Management, LLC
(the "Adviser") as follows:
1. Investment Description; Appointment
The Fund desires to employ the capital of the Fund by investing and
reinvesting in investments of the kind and in accordance with the
limitations specified in its Agreement and Declaration of Trust, as may
be amended from time to time, 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
Trustees of the Fund. Copies of the Fund's Prospectus and SAI have been
or will be submitted to the Adviser. The Fund desires to employ and hereby
appoints the Adviser to act as investment adviser to the Fund. The
Adviser accepts the appointment and agrees to furnish the services
for the compensation set forth below.
2. Services as Investment Adviser
Subject to the supervision and direction of the Board of Trustees of the
Fund, the Adviser will (a) act in strict conformity with the Fund's Agreement
and Declaration of Trust, the Investment Company Act of 1940 (the "1940 Act")
and the Investment Advisers Act of 1940, as the same may from time to
time be amended, (b) manage the Fund's assets in accordance with the Fund's
investment objective and policies as stated in the Fund's Prospectus
and SAI, (c) make investment decisions for the Fund, (d) place purchase and
sale orders for securities on behalf of the Fund, (e) exercise voting
rights in respect of portfolio securities and other investments for
the Fund, and (f) monitor and evaluate the services provided by the
Fund's investment sub-adviser(s), if any, under the terms of the
applicable investment sub-advisory agreement(s). In providing those
services, the Adviser will provide investment research and supervision
of the Fund's investments and conduct a continual program of investment
, evaluation and, if appropriate, sale and reinvestment of the Fund's
assets. In addition, the Adviser will furnish the Fund with whatever
statistical information the Fund may reasonably request with respect
to the securities that the Fund may hold or contemplate purchasing.
Subject to the approval of the Board of Trustees of the Fund and where
required, the Fund's shareholders, the Adviser may engage an
investment sub-adviser or sub-advisers to provide advisory services in
respect of the Fund and may delegate to such investment sub-adviser(s)
the responsibilities described in subparagraphs (b), (c), (d) and (e)
above. In the event that an investment sub-adviser's engagement has
been terminated, the Adviser shall be responsible for furnishing the
Fund with the services required to be performed by such investment
sub-adviser(s) under the applicable investment sub-advisory agreements
or arranging for a successor investment sub-adviser(s) to provide
such services on terms and conditions acceptable to the Fund and the
Fund's Board of Trustees and subject to the requirements of the 1940 Act.
3. Brokerage
In executing transactions for the Fund, selecting brokers or dealers
and negotiating any brokerage commission rates, the Adviser will use
its best efforts to seek the best overall terms available. In assessing
the best overall terms available for any portfolio transaction, the Adviser
will consider all factors it deems relevant including, but not limited to,
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, the Adviser may consider
the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934, as the same may
from time to time be amended) provided to the Fund and/or other accounts
over which the Adviser or an affiliate exercises investment discretion.
4. Information Provided to the Fund
The Adviser will keep the Fund informed of developments materially affecting
the Fund, and will, on its own initiative, furnish the Fund from time to
time with whatever information the Adviser believes is appropriate for this
purpose.
5. Standard of Care
The Adviser shall exercise its best judgment in rendering the services listed
in paragraphs 2, 3 and 4 above. The Adviser shall not be liable for any error
of judgment or mistake of law or for any loss suffered by the Fund
in connection with the matters to which this Agreement relates,
provided that nothing herein shall be deemed to protect or purport
to protect the Adviser against any liability to the Fund or to
shareholders of the Fund to which the 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 Adviser's
reckless disregard of its obligations and duties under this Agreement.
6. Compensation
In consideration of the services rendered pursuant to this Agreement,
the Fund will pay the Adviser an annual fee calculated at an annual
rate of 0.40% of the Fund's average daily net assets. The fee for the
period from the date of this Agreement to the end of the year shall
be prorated according to the proportion that such period bears to the
full yearly period. Upon any termination of this Agreement before the
end of a year, the fee for such part of that year shall be prorated
according to the proportion that such period bears to the full yearly
period and shall be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to the Adviser,
the value of the Fund's net assets shall be computed at the times and
in the manner specified in the Fund's Prospectus or SAI.
7. Expenses
The Adviser will bear all expenses in connection with the performance
of its services under this Agreement. The Fund will bear its
proportionate share of 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 Trustees
of the Fund who are not officers, directors, or employees of
the Adviser, any sub-adviser or any of their affiliates; fees of any
pricing service employed to value shares of the Fund; Securities and
Exchange Commission fees and state blue sky 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 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
Trustees of the Fund; and any extraordinary expenses.
The Fund will be responsible for nonrecurring expenses which may arise,
including costs of litigation to which the Fund is a party and of
indemnifying officers and Trustees of the Fund with respect to such
litigation and other expenses as determined by the Trustees.
8. Services to Other Companies or Accounts
The Fund understands that the Adviser now acts, will continue to act and may
act in the future as investment adviser to fiduciary and other managed
accounts and to one or more other investment companies or series of investment
companies, and the Fund has no objection to the Adviser so acting, provided
that whenever the Fund and one or more other accounts or investment
companies or portfolios advised by the Adviser have available funds for
investment, investments suitable and appropriate for each will be allocated
in accordance with a formula believed to be equitable to each entity.
The Fund recognizes that in some cases this procedure may adversely
affect the size of the position obtainable for the Fund. In addition,
the Fund understands that the persons employed by the Adviser to assist
in the performance of the Adviser's duties hereunder will not devote
their full time to such service and nothing contained herein shall be
deemed to limit or restrict the right of the Adviser or any affiliate
of the 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 ofthe adviser to
perform its services under this Agreement.
9. Term of Agreement
This Agreement 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 Trustees
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
Trustees who are not "interested persons" (as defined in said Act)
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, on 60 days' written notice, by
the Board of Trustees of the Fund or by vote of holders of a majority
of the Fund's shares, or upon 90 days' written notice, by the
Adviser. This Agreement will also terminate automatically in the
event of its assignment (as defined in said Act).
10. Representation by the Fund
The Fund represents that a copy of its Agreement and Declaration of
Trust, dated December 23, 1986, together with all amendments thereto,
is on file in the office of the Secretary of State of the Commonwealth
of Massachusetts.
11. Limitation of Liability
It is expressly agreed that this Agreement was executed by or on
behalf of the Fund and not by the Trustees of the Fund or its officers
individually, and the obligations of the Fund hereunder shall not
be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Fund individually, but bind only the
assets and property of the Fund, as provided in the Agreement and
Declaration of Trust of the Fund. The execution and delivery of this
Agreement have been authorized by the Trustees and the sole
shareholder of the Fund and signed by an authorized officer of the Fund,
acting as such, and neither such authorization by such Trustees
and shareholder nor such execution and delivery by such officer shall
be deemed to have been made by any of them individually or to impose
any liability on any of them personally, but shall bind only the
trust property of the Fund as provided in its Agreement and
Declaration of Trust.
12. Miscellaneous
The Fund recognizes that directors, officers and employees of the
Adviser may from time to time serve as directors, trustees, officers
and employees of corporations and business trusts (including other
investment companies) and that such other corporations and trusts
may include the name "CS", "CSFB", "CSAM" or "Credit Suisse"
(or any combination thereof or as part of their names, and that the
Adviser or its affiliates may enter into advisory or other
agreements with such other corporations and trusts. If the Adviser
ceases to act as the investment adviser of the Fund's shares, the
Fund agrees that, at the Adviser's request, the Fund's license to
use the words "CS", "CSFB", "CSAM" or "Credit Suisse" or any
combination thereof) will terminate and that the Fund will take
all necessary action to change the name of the Fund to names
not including the words "CS", "CSFB", "CSAM" or "Credit Suisse"
(or any combination thereof).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 NEW YORK MUNICIPAL FUND
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President and Secretary
Accepted:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Managing Director
