DISTRIBUTION AGREEMENT
, 1997
Counsellors Securities Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
This is to confirm that Counsellors Securities Inc. shall be
the distributor of shares of common stock, par value $.001 per share, issued by
the Japan Growth Portfolio of Warburg, Xxxxxx Institutional Fund, Inc. (the
"Fund") under terms of the Distribution Agreement between the Fund and
Counsellors Securities Inc., dated August 26, 1992.
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.
Very truly yours,
WARBURG, XXXXXX INSTITUTIONAL
FUND, INC.
By:
Name:
Title:
Accepted:
COUNSELLORS SECURITIES INC.
By:
Name:
Title:
