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DISTRIBUTION AGREEMENT
February __, 1999
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 Emerging Growth 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:
