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EXHIBIT L(5)
PURCHASE AGREEMENT
Warburg Pincus Trust (the "Trust"), a business trust organized
under the laws of the Commonwealth of Massachusetts, with respect to the Global
Telecommunications Portfolio (the "Portfolio"), 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 of the Portfolio, having a par value $.00l per share, at a
price of $10.00 per share (the "Initial Share"). CSAM hereby acknowledges
receipt of a certificate representing the Initial Share, and the Trust hereby
acknowledges receipt from CSAM of $10.00 in full payment for the Initial Share.
2. CSAM represents and warrants to the Trust that the Initial Share
is being acquired for investment purposes and not for the purpose of
distribution.
3. CSAM agrees that if any holder of the Initial Share 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, in the same proportion as the Initial
Share being redeemed bears to the number of Initial Shares outstanding at the
time of redemption. The parties hereby acknowledge that any shares acquired by
CSAM other than the Initial Share 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 Portfolio.
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 Portfolio, will be liable for any claims against any other series.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day of , 2000.
WARBURG PINCUS TRUST
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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