Exhibit L(2)
PURCHASE AGREEMENT
Credit Suisse Warburg Pincus New York Intermediate Municipal
Fund (the "Fund"), a business trust organized under the laws of the Commonwealth
of Massachusetts, and Credit Suisse Asset Management, LLC ("CSAM") hereby agree
as follows:
1. The Fund offers CSAM and CSAM hereby purchases one share of
beneficial interest of the Fund, which shall consist of one share designated as
a Class A share, having a par value of $.001 per share, at a price of $10.61 per
share (the "Initial Share"), the Fund agreeing to waive the initial sales charge
on such purchase. CSAM hereby acknowledges receipt of a certificate representing
the Initial Share, and the Fund hereby acknowledges receipt from CSAM of $10.61
in full payment for the Initial Share.
2. CSAM represents and warrants to the Fund that the Initial
Share is being acquired for investment purposes and not for the purpose of
distribution.
3. CSAM agrees that if any holder of the Initial Share redeems
such Share before one year after the date upon which the Class A of the Fund
commences its investment activities, the redemption proceeds will be reduced by
the amount of unamortized organizational and offering expenses of that Class.
4. The Fund and CSAM agree that the obligations of the Fund
under this Agreement will not be binding upon any of the Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or future, of the
Fund, individually, but are binding only upon the assets and property of the
Fund, as provided in the Agreement and Declaration of Trust. The execution and
delivery of this Agreement have been authorized by the Trustees of the Fund, and
signed by an authorized officer of the Fund, acting as such, and neither the
authorization by the Trustees nor the execution and delivery by the officer will
be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but will bind only the property of the Fund
as provided in the Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 2nd day of October, 2001.
CREDIT SUISSE NEW YORK INTERMEDIATE
MUNICIPAL FUND
By:. /s/ Xxx Xxxxxx
------------------------------
Name: Xxx Xxxxxx
Title: Vice President
ATTEST:
/s/ Xxxxx X. Del Xxxxxxx
----------------------------------------
CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/ Xxx Xxxxxx
--------------------------------
Name: Xxx Xxxxxx
Title: Managing Director
ATTEST:
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
-2-
