Exhibit L(2)
PURCHASE AGREEMENT
Warburg, Xxxxxx Growth & Income Fund, Inc. (the "Fund"), a
corporation organized under the laws of the State of Maryland, and Warburg,
Xxxxxx Counsellors, Inc. ("Warburg") hereby agree as follows:
1. The Fund offers Warburg and Warburg hereby purchases two
shares of common stock of the Fund, including one share of common stock and one
share designated an "Advisor Share," each having a par value $.001 per share
(the "Shares") at a price of $10.00 per share (the "Initial Shares"). Warburg
hereby acknowledges receipt of certificates representing the Initial Shares and
the Fund hereby acknowledges receipt from Warburg of $20.00 in full payment for
the Initial Shares.
2. Warburg agrees that if any holder of the Initial Shares
redeems a Share 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. The parties hereby acknowledge that any
Shares acquired by Warburg 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 28th day of February, 1996.
WARBURG, XXXXXX GROWTH & INCOME
FUND, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
ATTEST: /s/Xxxxx Xxxxx
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WARBURG, XXXXXX COUNSELLORS, INC.
By:/s/Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President
ATTEST: /s/Xxxxxxx Xxxxxx
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