Exhibit 1(2)
PURCHASE AGREEMENT
Credit Suisse Warburg Pincus Capital Appreciation 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 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 of $.001 per share, each at a price
of $____ 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 $____ 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 ____ day of ________, 2001.
CREDIT SUISSE WARBURG PINCUS CAPITAL
APPRECIATION FUND
By:
---------------------------------
Name:
Title:
ATTEST:
-------------------------------
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:
---------------------------------
Name:
Title:
ATTEST:
-------------------------------
- 2 -
