PURCHASE AGREEMENT
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Warburg, Xxxxxx Trust II (the "Trust"), a business trust organized
under the laws of the Commonwealth of Massachusetts, and Warburg, Xxxxxx
Counsellors, Inc. ("Warburg") hereby agree as follows:
1. The Trust offers Warburg and Warburg hereby purchases shares of
beneficial interest of the Trust, par value $.001 per share (the "Shares"),
consisting of (a) 5,000 shares in the Trust's Fixed Income Portfolio and (b)
5,000 Shares in the Trust's Global Fixed Income Portfolio (each of the Fixed
Income Portfolio and the Global Fixed Income Portfolio, a "Portfolio") at a
price of $10.00 per Share (the "Initial Shares"). Warburg hereby acknowledges
receipt of certificates representing the Initial Shares and the Trust hereby
acknowledges receipt from Warburg of $100,000.00 in full payment for the
Initial Shares.
2. Warburg represents and warrants to the Trust 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 a Portfolio before five years after the date upon which the
Portfolio 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 Portfolio.
4. The Trust and Warburg agree that the obligations of the Trust under
this agreement will not be binding upon any of the Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or future, of the
Trust, individually, but are binding only upon the assets and property of the
Trust, as provided in the Declaration of Trust. The execution and delivery of
this Agreement have been authorized by the Trustees of the Trust, and signed by
an authorized officer of the Trust, acting as such, and neither the
authorization by the Trustees nor the execution and delivery by the officer will
be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but will bind only the trust property of
the Trust as provided in the Declaration of Trust. No series of the Trust,
including the Portfolios, will be liable for any claims against any other
series.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 12th day of March, 1997.
WARBURG, XXXXXX TRUST II
By:
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Name: Xxxxxx X. Xxxxx
Title: Vice President & Secretary
ATTEST:
WARBURG, XXXXXX COUNSELLORS, INC.
By:
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Name: Xxxxxx X. Xxxxx
Title: Vice President
ATTEST:
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