PURCHASE AGREEMENT
Warburg, ▇▇▇▇▇▇ Managed EAFE(R) Countries Fund, Inc. (the
"Fund"), a corporation organized under the laws of the State of Maryland, and
Warburg Pincus Asset Management, Inc. ("Warburg") hereby agree as follows:
1. The Fund offers Warburg and Warburg hereby purchases one
share of common stock of the Fund, which shall be designated a Common Share,
having a par value $.001 per share (the "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 distributing it.
3. Warburg agrees that if any holder of the Initial Share
redeems such 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 Initial Share being redeemed bears to the Initial Share
outstanding at the time of redemption. 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 Fund.
The parties to this letter agreement agree that the legend
attached hereto as Appendix A shall constitute part of the original agreement
and shall have the full force and effect and be binding upon the parties as if
it were originally included therein.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 5th day of November, 1997.
WARBURG, ▇▇▇▇▇▇ MANAGED EAFE(R)
COUNTRIES FUND, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President & Secretary
ATTEST:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
WARBURG PINCUS ASSET MANAGEMENT, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
ATTEST:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
APPENDIX A
Warburg, ▇▇▇▇▇▇ Managed EAFE(R) Countries Fund, Inc. (the
"Fund") is not sponsored, endorsed, sold or promoted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ makes no representation or warranty, express or implied, to the owners
of the Fund or any member of the public regarding the advisability of investing
in securities generally or in the Fund particularly or the ability of the ▇▇▇▇▇▇
▇▇▇▇▇▇▇ EAFE Index to track general stock market performance. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is
the licensor of certain trademarks, service marks and trade names of ▇▇▇▇▇▇
▇▇▇▇▇▇▇ and of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE Index. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has no obligation
to take the needs of the issuer of the Fund or the owners of the Fund into
consideration in determining, composing or calculating the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EAFE
Index. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is not responsible for and has not participated in the
determination of the timing of, prices at, or quantities of the Fund to be
issued or in the determination or calculation of the equation by which the Fund
is redeemable for cash. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has no obligation or liability to owners
of the Fund in connection with the administration, marketing or trading of the
Fund.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND
HEREBY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE WITH RESPECT TO THE EAFE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ HAVE ANY
LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY
OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES.
