Exhibit L(2)
PURCHASE AGREEMENT
Credit Suisse Warburg Pincus Fixed Income 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 three shares
of beneficial interest 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 of $.001 per share, each
at a price of $10.11 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 $30.33 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
distribution.
3. CSAM agrees that if any holder of an Initial Share redeems
such Share 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.
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 29th day of June, 2001.
CREDIT SUISSE WARBURG PINCUS
FIXED INCOME FUND
By: /s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title:
ATTEST:
/s/Xxxxx XxxXxxxxxx
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CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxx Xxxxxx
Name: Xxx Xxxxxx
Title:
ATTEST:
/s/Xxxxxx Xxxxxx
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