DISTRIBUTION AGREEMENT Counsellors Securities Inc. 466 Lexington Avenue New York, New York 10017-3147 Dear Sirs: This is to confirm that Counsellors Securities Inc. shall be the distributor of shares of beneficial interest, par value $.001 per share,...

                             DISTRIBUTION AGREEMENT

                               __________ __, 1997



Counsellors Securities Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx  00000-0000

Dear Sirs:

         This is to confirm that Counsellors Securities Inc. shall be the
distributor of shares of beneficial interest, par value $.001 per share, issued
by the Growth & Income Portfolio of Warburg, Xxxxxx Trust (the "Trust") under
terms of the Distribution Agreement between the Trust and Counsellors Securities
Inc., dated June 20, 1995.

         Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.


                                    Very truly yours,

                                    WARBURG, XXXXXX TRUST


                                    By:_____________________________
                                       Name:
                                       Title:

Accepted:


COUNSELLORS SECURITIES INC.


By:________________________
   Name:
   Title: