EXHIBIT 1(3)
PURCHASE AGREEMENT
Warburg, Xxxxxx Trust (the "Trust"), a business trust
organized under the laws of the Commonwealth of Massachusetts, with respect to
the Growth & Income Portfolio (the "Portfolio"), and Warburg, Xxxxxx
Counsellors, Inc. ("Counsellors") hereby agree as follows:
1. The Trust offers Counsellors and Counsellors hereby
purchases one share of beneficial interest of the Portfolio, having a par value
$.001 per share, at a price of $10.00 per Share (the "Initial Share").
Counsellors hereby acknowledges receipt of a certificate representing the
Initial Share, and the Trust hereby acknowledges receipt from Counsellors of
$10.00 in full payment for the Initial Share.
2. Counsellors represents and warrants to the Trust that
the Initial Share is being acquired for investment purposes and not for the
purpose of distribution.
3. Counsellors agrees that if any holder of the Initial
Share redeems it 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
Initial Share being redeemed bears to the number of Initial Shares outstanding
at the time of redemption. The parties hereby acknowledge that any shares
acquired by Counsellors 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 Portfolio.
4. The Trust and Counsellors 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 Portfolio, will be liable for any claims against any other
series.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 30th day of March, 1997.
WARBURG, XXXXXX TRUST
By: /s/Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
Title: President
ATTEST:
/s/Xxxxx Xxxxxx
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WARBURG, XXXXXX COUNSELLORS, INC.
By: /s/Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
ATTEST:
/s/Xxxxxxx Xxxxxx
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