EXHIBIT L(2)
PURCHASE AGREEMENT
Credit Suisse Warburg Pincus Japan Growth 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 one share of
common stock of the Fund, which shall be designated as a Class A share, having a
par value of $.001 per share, at a price of $5.14 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 $5.14 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 in the Fund 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 2nd day of October, 2001.
CREDIT SUISSE WARBURG PINCUS JAPAN
GROWTH FUND, INC.
By: /s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Vice President
ATTEST:
/s/Xxxxx X. Del Xxxxxxx
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CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxx Xxxxxx
--------------------------------------
Name: Xxx Xxxxxx
Title: Managing Director
ATTEST:
/s/Xxxxxx X. Xxxxxx
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