0000899140-97-000576 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • August 12th, 1997 • Warburg Pincus Institutional Fund Inc

This is to confirm that Counsellors Securities Inc. shall be the distributor of shares of common stock, par value $.001 per share, issued by the Japan Growth Portfolio of Warburg, Pincus Institutional Fund, Inc. (the "Fund") under terms of the Distribution Agreement between the Fund and Counsellors Securities Inc., dated August 26, 1992.

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 12th, 1997 • Warburg Pincus Institutional Fund Inc
TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 12th, 1997 • Warburg Pincus Institutional Fund Inc

In accordance with Article 10, ss. 10.01 of the Transfer Agency and Service Agreement, dated October 8, 1993 (the "Agreement"), between Warburg, Pincus Institutional Fund, Inc. (the "Fund") and State Street Bank and Trust Company (the "Bank"), the Fund hereby notifies the Bank of the Fund's desire to have the Bank render services as transfer agent under the terms of the Agreement with respect to the Small Company Value Portfolio, a series of Shares of the Fund.

WITNESSETH:
Custodian Contract • August 12th, 1997 • Warburg Pincus Institutional Fund Inc • Massachusetts
INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 12th, 1997 • Warburg Pincus Institutional Fund Inc
CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • August 12th, 1997 • Warburg Pincus Institutional Fund Inc

In accordance with Article 17 of the Custodian Services Agreement Terms and Conditions, dated August 26, 1992 (the "Agreement"), between Warburg, Pincus Institutional Fund, Inc. (the "Fund") and PNC Bank, National Association ("PNC"), the Fund hereby notifies PNC of the Fund's desire to amend Exhibit A of the Agreement to include the Japan Growth Portfolio, the Small Company Value Portfolio and the Post-Venture Capital Portfolio (together, the "Portfolios"), and to have PNC render services as custodian under the terms of the Agreement with respect to the Portfolios.

PURCHASE AGREEMENT
Purchase Agreement • August 12th, 1997 • Warburg Pincus Institutional Fund Inc
CO-ADMINISTRATION AGREEMENT TERMS AND CONDITIONS
Co-Administration Agreement Terms and Conditions • August 12th, 1997 • Warburg Pincus Institutional Fund Inc
SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • August 12th, 1997 • Warburg Pincus Institutional Fund Inc • New York
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