PURCHASE AGREEMENT
------------------
Warburg, Xxxxxx Institutional Fund, Inc. (the "Fund"), a corporation
organized under the laws of the State of Maryland, with respect to the Value
Portfolio (the "Portfolio") and Warburg, Xxxxxx Counsellors, Inc. ("Warburg")
hereby agree as follows:
1. The Fund offers Warburg and Warburg hereby purchases one share of common
stock of the Portfolio, having a par value of $.001 per share, at a price of
$10.00 per Share (the "Initial Share"). Warburg hereby acknowledges receipt of a
certificate representing the Initial Share, and the Fund hereby acknowledges
receipt from Warburg of $10.00 in full payment for the Initial Share.
2. Warburg represents and warrants to the Fund that the Initial Share is
being acquired for investment purposes and not for the purpose of distribution.
3. Warburg agrees that if the holder of the Initial Share redeems the
Initial Share in the Portfolio 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. The parties hereby
acknowledge that any shares acquired by Warburg 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 29th day of January, 1997.
WARBURG, XXXXXX INSTITUTIONAL
FUND, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President and Secretary
ATTEST:
/s/ Xxxxx Xxxxx
WARBURG, XXXXXX COUNSELLORS,
INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
