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EXHIBIT L
PURCHASE AGREEMENT
Warburg, Xxxxxx Central and Eastern Europe Fund, Inc. (the "Fund"),
a corporation organized under the laws of the State of Maryland, and Credit
Suisse Asset Management Limited ("Credit Suisse") hereby agree as follows:
1. The Fund offers Credit Suisse and Credit Suisse hereby
purchases 10,000 shares of common stock of the Fund, which shall be designated
Institutional Shares, having a par value $.001 per share (the "Shares"), at a
price of $10.00 per Share (the "Initial Shares"). Credit Suisse hereby
acknowledges receipt of a certificate representing the Initial Shares and the
Fund hereby acknowledges receipt from Credit Suisse of $100,000.00 in full
payment for the Initial Shares.
2. Credit Suisse 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. Credit Suisse agrees that if any holder of the Initial Shares
redeems such Shares in the Fund before five years after the date upon which the
Fund commences its investment activities, the redemption proceeds will be
reduced by the amount of unamortized organizational 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
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acknowledge that any Shares acquired by Credit Suisse 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 expenses of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the ____ day of ________________, 1998.
WARBURG, XXXXXX CENTRAL AND EASTERN
EUROPE FUND, INC.
By:
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Name:
Title:
ATTEST:
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CREDIT SUISSE ASSET MANAGEMENT
LIMITED
By:
--------------------------------
Name:
Title:
ATTEST:
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