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Exhibit l(6)
PURCHASE AGREEMENT
Credit Suisse Warburg Pincus Trust (the "Trust"), a business
trust organized under the laws of the Commonwealth of Massachusetts, with
respect to the Blue Chip Portfolio, the High Yield Portfolio, the Small Company
Value Portfolio and the Small Company Portfolio (the "Portfolios"), and Credit
Suisse Asset Management, LLC ("CSAM") hereby agree as follows:
1. The Trust offers CSAM and CSAM hereby purchases one share
of beneficial interest in each of the Portfolios, having a par value $.001 per
share, at a price of $10.00 per share (the "Initial Shares"). CSAM hereby
acknowledges receipt of the certificates representing the Initial Shares, and
the Trust hereby acknowledges receipt from CSAM of $40.00 in full payment for
the Initial Shares.
2. CSAM represents and warrants to the Trust 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 the Initial Share of a
Portfolio redeems it before one year after the date upon which the Portfolio
commences its investment activities, the redemption proceeds will be reduced by
the amount of unamortized organizational and offering expenses with respect to
that Portfolio. 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 Portfolios.
4. The Trust and CSAM agree that the obligations of the Trust
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
Trust, individually, but are binding only upon the assets and property of the
Trust, as provided in the Declaration of Trust. The execution and delivery of
this Agreement have been authorized by the Trustees of the Trust, and signed by
an authorized officer of the Trust, 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 trust property of
the Trust as provided in the Declaration of Trust. No series of the Trust,
including the Portfolios, will be liable for any claims against any other
series.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day of , 2001.
CREDIT SUISSE WARBURG PINCUS TRUST
By:
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Name:
Title:
