PURCHASE AGREEMENT
Credit Suisse Strategic Small Cap 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
10,000 shares of common stock of the Fund, which shall consist of 9,998 Class A
Shares, one Class B Share and one Class C Share, each having a par value $.001
per share (the "Shares"), at a price of $10.00 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 $100,000.00 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 the Initial
Shares redeems such Shares in the Fund before one year after the date upon which
the Fund commences its investment activities, the redemption proceeds will be
reduced by the amount of unamortized organizational and offering expenses, in
the same proportion as the Initial Shares being redeemed bears to the Initial
Shares outstanding at the time of redemption. The parties hereby acknowledge
that any Shares acquired by CSAM other than the Initial Shares have not been
acquired to fulfill the requirements of Section 14 of the Investment Company Act
of 1940, as amended, and, if redeemed, their redemption proceeds will not be
subject to reduction based on the unamortized organizational and offering
expenses of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the ____ day of ________________, 2002.
CREDIT SUISSE STRATEGIC SMALL CAP FUND, INC.
By:
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Name:
Title:
ATTEST:
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CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
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Name:
Title:
ATTEST:
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