Exhibit l(1)

                               PURCHASE AGREEMENT

            Counsellors Capital Appreciation Fund (the "Fund"), a business trust
organized under the laws of the Commonwealth of Massachusetts, and E.M. Warburg,
Pincus & Co., Inc. ("EMW") hereby agree as follows:

            1. The Fund offers EMW and EMW hereby purchases shares of beneficial
interest of the Fund, par value $.001 per share (the "Shares"), consisting of
9,900 Shares of the Fund at a price of $10.00 per Share. These Shares are the
"Fund Purchased Shares". EMW also has purchased 10 shares at $10.00 per share
from the Settlor of the Fund ("Settlor Shares"; together with the Fund Purchased
Shares, the "Initial Shares").

            2. EMW represents and warrants to the Fund that the Shares are being
acquired for investment purposes and not for the purpose of distributing them.

            3. In the event of a redemption of any Shares purchased by EMW, the
first Shares so redeemed shall be the Initial Shares. EMW agrees that if any
holder of the Initial Shares redeems any Initial 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 number of Initial Shares
being redeemed bears to the number of Initial Shares outstanding at the time of
redemption. The parties hereby acknowledge that any Shares acquired by EMW
pursuant to this Agreement other than the Initial Shares have not been acquired
to fulfill the requirements of Section 14 of the Investment Company Act of 1940
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 10th day of July, 1987.

                                    COUNSELLORS CAPITAL APPRECIATION BOND FUND



                                    By:/s/John. L Furth

                                    E. M. WARBURG, PINCUS & CO., INC.

ATTEST: /s/Jamie G. Stockel

                                    By:/s/Arnold M. Reichman

ATTEST: /s/Jamie G. Stockel