Sub-Item 77Q1: Amended and Restated Investment Advisory Contract
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 Tax Exempt Fund, Inc. (the "Fund"), a corporation
organized and existing under the laws of the State of Maryland, 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 Articles of Incorporation, 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 Directors 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 Directors of the
Fund, the Adviser will (a) act in strict conformity with the Fund's
Articles of Incorporation, 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 general investment decisions for the Fund, including
decisions concerning (i) the specific types of securities to be held by
the Fund and the proportion of the Fund's assets that should be allocated
to such investments during particular market cycles, (ii) the specific
issuers whose securities will be purchased or sold by the Fund, (iii) the
appropriate maturity of its portfolio investments and (iv) the appropriate
average weighted maturity of its portfolio in light of current market
conditions, (d) place purchase and sale orders for securities on behalf of
the Fund, and (e) 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 Directors 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), and (d) 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 Directors and subject to
the requirements of the 1940 Act.
3. 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.
4. Standard of Care
The Adviser shall exercise its best judgment in rendering the services
listed in paragraphs 2 and 3 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.
5. 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 0.25% 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.
6. Expenses
The Adviser will bear all expenses in connection with the performance
of its services under this Agreement except the fees payable to any
investment sub-adviser engaged pursuant to paragraph 2 of this Agreement
which will be paid directly by the Fund. 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
Directors 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 Directors 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 Directors of the Fund with respect to such
litigation and other expenses as determined by the Directors.
7. 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 of the
adviser to perform its services under this Agreement.
8. 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
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 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 Directors 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).
9. Representation by the Fund
The Fund represents that a copy of its Articles of Incorporation,
dated November 15, 1984, together with all amendments thereto, is on
file in the Department of Assessments and Taxation of the State
of Maryland.
10. 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 TAX EXEMPT FUND, INC.
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
