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PURCHASE AGREEMENT
Warburg, Xxxxxx Small Company Growth 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 31st day of December, 1996.
WARBURG PINCUS SMALL COMPANY
GROWTH FUND, INC.
By:/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President and Secretary
ATTEST:
/s/ Xxxxxxx Xxxxxx
WARBURG, XXXXXX COUNSELLORS, INC.
By:/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
ATTEST:
/s/ Xxxxxxx Xxxxxx
