1 Exhibit 5(a) 2 INVESTMENT ADVISORY AGREEMENT BEA Associates One Citicorp Center 153 East 53rd Street New York, New York 10022 Dear Sirs: Warburg, Pincus [ ] Fund, Inc. (the "Fund"), a corporation organized and existing under the laws of the State of...Investment Advisory Agreement • August 14th, 1998 • Warburg Pincus Emerging Markets Ii Fund Inc
3 TABLE OF CONTENTSTransfer Agency and Service Agreement • August 14th, 1998 • Warburg Pincus Emerging Markets Ii Fund Inc • Massachusetts
1 Exhibit 13 2 PURCHASE AGREEMENTPurchase Agreement • August 14th, 1998 • Warburg Pincus Emerging Markets Ii Fund Inc
1 Exhibit 5(b) 2 SUB-INVESTMENT ADVISORY AGREEMENT Credit Suisse Asset Management Limited Beaufort House 15 St Botolph Street London EC3A7JJ Dear Sirs: Warburg, Pincus [ ] Fund, Inc. (the "Fund"), a corporation organized and existing under the laws of...Sub-Investment Advisory Agreement • August 14th, 1998 • Warburg Pincus Emerging Markets Ii Fund Inc • New York
2- 4 attributable to Common Shares for assets up to $125 million, plus .10% thereafter; and (ii) .10% of the Fund's average daily net assets attributable to Advisor Shares. Counsellors Service shall provide co-administrative services with respect to...Co-Administration Agreement • August 14th, 1998 • Warburg Pincus Emerging Markets Ii Fund Inc
ANDCustodian Agreement • August 14th, 1998 • Warburg Pincus Emerging Markets Ii Fund Inc • Massachusetts
4- 6 a written request from Counsellors Securities to do so, Counsellors Securities may, at its option, terminate this Agreement. The Fund shall not file any amendment to any registration statement or supplement to any prospectus or statement of...Distribution Agreement • August 14th, 1998 • Warburg Pincus Emerging Markets Ii Fund Inc
