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PURCHASE AGREEMENT
Warburg, Xxxxxx Strategic Value 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
10,000 shares of common stock of the Fund, each of which shall be designated
"Common Shares" 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 $100,000.00 in full payment for the
Initial Shares.
2. Warburg represents and warrants to the Fund that the
Initial Shares are being acquired for investment purposes and not for the
purpose of distributing them.
3. Warburg agrees that if any holder of the Initial Shares
redeems any Initial Share in the Fund 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, 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
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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 ____ day of ________________, 199_.
WARBURG, XXXXXX STRATEGIC VALUE FUND, INC.
By:___________________________
Name:___________________________
Title:___________________________
ATTEST:
_______________________
WARBURG, XXXXXX COUNSELLORS, INC.
By:___________________________
Name:___________________________
Title:___________________________
ATTEST:
_______________________
