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EXHIBIT 13
PURCHASE AGREEMENT
Warburg, Xxxxxx International Small Company 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 10,000
shares of common stock of the Fund, which shall be designated Common Shares,
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 a
certificate 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 such Shares 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 Shares being redeemed bears to the Initial Shares
outstanding at the time of redemption. The parties hereby acknowledge that any
Shares acquired by Warburg other than the Initial Shares have not
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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 ____ day of ________________, 1998.
WARBURG, XXXXXX INTERNATIONAL SMALL
COMPANY FUND, INC.
By:_________________________________
Name:
Title:
ATTEST:
_______________
WARBURG PINCUS ASSET MANAGEMENT, INC.
By:_________________________________
Name:
Title:
ATTEST:
_______________
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