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EXHIBIT 12(d)
PURCHASE AGREEMENT
Warburg, ▇▇▇▇▇▇ Trust (the "Trust"), a business trust organized under
the laws of the Commonwealth of Massachusetts, with respect to the Emerging
Growth Portfolio (the "Portfolio"), and Warburg, ▇▇▇▇▇▇ Asset Management, Inc.
("Warburg") hereby agree as follows:
1. The Trust offers Warburg and Warburg 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"). Warburg hereby acknowledges
receipt of a certificate representing the Initial Share, and the Trust hereby
acknowledges receipt from Warburg of $10.00 in full payment for the Initial
Share.
2. Warburg represents and warrants to the Trust that the Initial Share
is being acquired for investment purposes and not for the purpose of
distribution.
3. Warburg 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 Warburg
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 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 Portfolio, 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 __ day of May, 1999.
WARBURG, ▇▇▇▇▇▇ TRUST
By:
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Name:
Title:
ATTEST:
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WARBURG, ▇▇▇▇▇▇ ASSET MANAGEMENT, INC.
By:
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Name:
Title:
ATTEST:
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