EXHIBIT l(3)
PURCHASE AGREEMENT
Credit Suisse Warburg Pincus Major Foreign Markets Fund, Inc.
(the "Fund"), a corporation organized under the laws of the State of Maryland,
and Credit Suisse Asset Management, LLC ("CSAM") hereby agree as follows:
1. The Fund offers CSAM and CSAM hereby purchases three
shares of common stock of the Fund, which shall consist of one share designated
as a Class A share, one share designated as a Class B share and one share
designated as a Class C share, each having a par value $.001 per share, each at
a price of $9.77 per Share (the "Initial Shares"), the Fund agreeing to waive
the initial sales charge and contingent deferred sales charge on such purchase.
CSAM hereby acknowledges receipt of certificates representing the Initial Shares
and the Fund hereby acknowledges receipt from CSAM of $29.31 in full payment for
the Initial Shares.
2. CSAM represents and warrants to the Fund that the
Initial Shares are being acquired for investment purposes and not for the
purpose of distributing them.
3. CSAM agrees that if any holder of an Initial Share
redeems such Share in the Fund before one year after the date upon which the
relevant Class 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.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 2nd day of October, 2001.
CREDIT SUISSE WARBURG PINCUS MAJOR
FOREIGN MARKETS FUND, INC.
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-
