FORM OF PURCHASE AGREEMENT

                           FORM OF PURCHASE AGREEMENT

          GAMNA Series Funds, Inc. (the "Company"), a Maryland corporation, and
Groupama Asset Management N.A. (the "Purchaser") hereby agree as follows:

          1. The Company hereby offers the Purchaser and the Purchaser hereby
purchases 9,998 shares of Class A and 1 share each of Class B and Class C of the
Company's GAMNA Focus Fund capital stock (par value $.001 per share) for
consideration of $10.00 per share (collectively, the "Shares"). The Purchaser
hereby acknowledges receipt of a purchase confirmation reflecting the purchase
of the Shares, and the Company hereby acknowledges receipt from the Purchaser of
funds in the amount of $100,000 in full payment for the Shares.

          2. The Purchaser represents and warrants to the Company that the
Shares are being acquired for investment purposes and not with a view to the
distribution thereof.



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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the ____ day of ________, 1999.

                                GAMNA SERIES FUNDS, INC.
Attest:

_______________________             By:__________________________
                                 Xxxx Xxxxxx
                                  President


(SEAL)

                                GROUPAMA ASSET MANAGEMENT N.A.
Attest:

_______________________             By:__________________________