PURCHASE AGREEMENT
Warburg, Xxxxxx Trust (the "Trust"), a business trust organized under
the laws of the Commonwealth of Massachusetts, with respect to the Growth &
Income Portfolio (the "Portfolio"), and Warburg, Xxxxxx Counsellors, Inc.
("Counsellors") hereby agree as follows:
1. The Trust offers Counsellors and Counsellors hereby purchases one
share of beneficial interest of the Portfolio, having a par value $.001 per
share, at a price of $10.00 per Share (the "Initial Share"). Counsellors hereby
acknowledges receipt of a certificate representing the Initial Share, and the
Trust hereby acknowledges receipt from Counsellors of $10.00 in full payment for
the Initial Share.
2. Counsellors represents and warrants to the Trust that the Initial
Share is being acquired for investment purposes and not for the purpose of
distribution.
3. Counsellors agrees that if any holder of the Initial Share redeems
it before five years after the date upon which the Portfolio commences its
investment activities, the redemption proceeds will be reduced by the amount of
unamortized organizational 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
Counsellors 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 expenses of the Portfolio.
4. The Trust and Counsellors 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the __ day of ________, 1997.
WARBURG, XXXXXX TRUST
By:______________________________
Name:
Title:
ATTEST:
__________________________
WARBURG, XXXXXX COUNSELLORS, INC.
By:______________________________
Name:
Title:
ATTEST:
__________________________
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