EXHIBIT 1(1)
PURCHASE AGREEMENT
Warburg, Xxxxxx Trust (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts, and Warburg,
Xxxxxx Counsellors, Inc. ("Counsellors") hereby agree as follows:
1. The Trust offers Counsellors and Counsellors hereby
purchases shares of beneficial interest of the Trust, par value $.001 per share
(the "Shares"), consisting of (a) 5,000 shares in the Trust's International
Equity Portfolio at a price of $10.00 per share and (b) 5,000 shares in the
Trust's Small Company Growth Portfolio (each of the International Equity
Portfolio and the Small Company Growth Portfolio a "Portfolio") at a price of
$10.00 per share (collectively, the "Initial Shares"). Counsellors hereby
acknowledges receipt of certificates representing the Initial Shares and the
Trust hereby acknowledges receipt from Counsellors of an aggregate amount of
$100,000.00 in full payment for the Initial Shares.
2. Counsellors represents and warrants to the Trust that
the Initial Shares are being acquired for investment purposes and not for the
purpose of distributing them.
3. Counsellors agrees that if any holder of the Initial
Shares redeems any Initial Share in a 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,
in the same proportion as the number of Initial Shares 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 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 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 Trustees of the Trust, and
signed by an authorized officer Trust, acting as such, and neither the
authorization by and delivery by the officer will any of them individually or to
them personally, but will bind Trust as provided in the Declaration of Trust. No
series of the Trust, including the Fund, will be liable for any claims against
any other series.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 9th day of June, 1995.
WARBURG, XXXXXX TRUST
By: /s/Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice president & Secretary
ATTEST:
/s/Xxxxxx Xxxxxxxx
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WARBURG, XXXXXX COUNSELLORS, INC.
By: /s/Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
ATTEST:
/s/Xxxxxx Xxxxxxxx
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