PURCHASE AGREEMENT
Warburg, Xxxxxx Institutional Fund, Inc. (the "Fund"), a
corporation organized under the laws of the State of Maryland, with respect to
the Small Company 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 day of , 1997.
WARBURG, XXXXXX INSTITUTIONAL FUND, INC.
By: _______________________
ATTEST: Name:
Title:
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WARBURG, XXXXXX COUNSELLORS, INC.
ATTEST:
By: _______________________
______________ Name:
Title:
