Exhibit L(2)
PURCHASE AGREEMENT
Credit Suisse Warburg Pincus Value II 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 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 $.001 per share, each at a price of
$13.36 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 $40.08 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 2nd day of October, 2001.
CREDIT SUISSE WARBURG PINCUS VALUE II
FUND, INC.
By: /s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Vice President
ATTEST:
Xxxxx X. DelGurecio
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CREDIT SUISSE ASSET MANAGEMENT, LLC
By: /s/Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Managing Director
ATTEST:
/s/Xxxxxx X. Xxxxxx
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