EXHIBIT 1(4)

                               PURCHASE AGREEMENT

                  Warburg, Pincus 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 Pincus 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 one year after the date upon which the Portfolio
commences its investment activities, the redemption proceeds will be reduced by
the amount of unamortized organizational and offering 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 and offering
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.



                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 20th day of May, 1999.

                                        WARBURG, PINCUS TRUST

                                        By: /s/Janna Manes
                                            --------------
                                            Name: Janna Manes
                                            Title: Vice President and Secretary

                  ATTEST:

                  ___________________________

                                        WARBURG PINCUS ASSET MANAGEMENT, INC.

                                        By: /s/Eugene L. Podsialdo
                                            ----------------------
                                            Name: Eugene L. Podsialdo
                                            Title: President

                  ATTEST:

                  ___________________________

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