1
PART C
OTHER INFORMATION
WARBURG, XXXXXX TRUST II
Item 23. Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
a(1) Agreement and Declaration of Trust.(1)
b(1) By-Laws.(1)
(2) Amendment to By-Laws.(2)
c Form of Share Certificates.(3)
d Investment Advisory Agreements.(3)
e Form of Distribution Agreement.(3)
f Not applicable.
g(1) Form of Custodian Services Agreement with PFPC Trust
Company.(4)
(2) Form of Custodian Agreement between State Street
Bank and Trust Company and the Trust.(3)
(3) Form of Sub-Custodian Services Agreement with PFPC
Trust Company and PNC Bank, National Association.(4)
h(1) Form of Transfer Agency Agreement.(3)
--------
(1) Incorporated by reference to Registrant's Registration Statement on
Form N-1A filed on January 2, 1997 (Securities Act File No. 333-19175).
(2) Incorporated by reference; material provisions of this exhibit are
substantially similar to those of the corresponding exhibit to
Post-Effective Amendment No. 19 to the Registration Statement on Form
N-1A of Warburg, Xxxxxx Capital Appreciation Fund filed on February 23,
1998 (Securities Act File No. 33-12344; Investment Company Act File No.
811-5041).
(3) Incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A filed on March 17,
1997 (Securities Act File No. 333-19175).
(4) Incorporated by reference; material provisions of this exhibit are
substantially similar to those of the corresponding exhibit to Post-
Effective No. 10 to the Registration Statement on Form N-1A of Warburg,
Xxxxxx Trust filed on April 16, 1999 (Securities Act File No. 33-58125;
Investment Company Act File No. 811-07261).
2
(2) Form of Co-Administration Agreement between
Counsellors Funds Service and the Trust.(3)
(3) Form of Co-Administration Agreement between PFPC
Inc. and the Trust.(3)
(4) Form of Participation Agreement.(3)
i(a) Opinion and Consent of Xxxxxxx Xxxx & Xxxxxxxxx,
counsel to the Trust.
j Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
k Not applicable.
l Form of Purchase Agreement.(3)
m Not applicable.
n Financial Data Schedules.
o Not applicable.
Item 24. Persons Controlled by or Under Common Control with Registrant
From time to time, Warburg Pincus Asset Management, Inc.
("Warburg"), may be deemed to control the Trust and other registered investment
companies it advises through its beneficial ownership of more than 25% of the
relevant fund's shares on behalf of discretionary advisory clients. Warburg has
seven wholly-owned subsidiaries: Counsellors Securities Inc., a New York
corporation; Counsellors Funds Service, Inc., a Delaware corporation;
Counsellors Agency Inc., a New York corporation; Warburg, Xxxxxx Investments
International (Bermuda), Ltd., a Bermuda corporation; Warburg, Xxxxxx Asset
Management, International, Inc., a Delaware corporation; Warburg Pincus Asset
Management (Japan), Inc., a Japanese corporation; and Warburg Pincus Asset
Management (Dublin) Limited, an Irish corporation.
Item 25. Indemnification
Registrant and officers and directors of Warburg, Counsellors
Securities Inc. ("Counsellors Securities") and Registrant are covered by
insurance policies indemnifying them for liability incurred in connection with
the operation of Registrant. Discussion of this coverage is incorporated by
reference to Item 27 of Part C of the Trust's initial Registration Statement on
Form N-1A filed on January 2, 1997.
Item 26. Business and Other Connections of
Investment Adviser
3
Warburg, a wholly owned subsidiary of Warburg, Xxxxxx Asset
Management Holdings, Inc., acts as investment adviser to Registrant. Warburg
renders investment advice to a wide variety of individual and institutional
clients. The list required by this Item 26 of officers and directors of Warburg,
together with information as to their other business, profession, vocation or
employment of a substantial nature during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by Xxxxxxx (SEC File No.
801-07321).
Item 27. Principal Underwriter
(a) Counsellors Securities will act as distributor for
Registrant, as well as for Warburg Pincus Balanced Fund; Warburg Pincus Capital
Appreciation Fund; Warburg Pincus Cash Reserve Fund; Warburg Pincus Central &
Eastern Europe Fund; Warburg Pincus Emerging Growth Fund; Warburg Pincus
Emerging Markets Fund; Warburg Pincus Emerging Markets II Fund; Warburg Pincus
European Equity Fund; Warburg Pincus Fixed Income Fund; Warburg Pincus Global
Fixed Income Fund; Warburg Pincus Global Post-Venture Capital Fund; Warburg
Pincus Global Telecommunications Fund; Warburg Pincus Growth & Income Fund;
Warburg Pincus Health Sciences Fund; Warburg Pincus High Yield Fund; Warburg
Pincus Institutional Fund; Warburg Pincus Intermediate Maturity Government Fund;
Warburg Pincus International Equity Fund; Warburg Pincus International Growth
Fund; Warburg Pincus International Small Company Fund; Warburg Pincus Japan
Small Company Fund; Warburg Pincus Japan Growth Fund; Warburg Pincus Long-Short
Equity Fund; Warburg Pincus Long-Short Market Neutral Fund; Warburg Pincus Major
Foreign Markets Fund; Warburg Pincus Municipal Bond Fund; Warburg Pincus New
York Intermediate Municipal Fund; Warburg Pincus New York Tax Exempt Fund;
Warburg Pincus Post-Venture Capital Fund; Warburg Pincus Select Economic Value
Equity Fund; Warburg Pincus Small Company Growth Fund; Warburg Pincus Small
Company Value Fund; Warburg Pincus Strategic Global Fixed Income Fund; Warburg
Pincus Trust; Warburg Pincus U.S. Core Equity Fund; Warburg Pincus U.S. Core
Fixed Income Fund; Warburg Pincus WorldPerks Money Market Fund; and Warburg
Pincus WorldPerks Tax Free Money Market Fund.
(b) For information relating to each director and officer of
Counsellors Securities, reference is made to Form BD (SEC File No. 15-654) filed
by Counsellors Securities under the Securities Exchange Act of 1934.
(c) None.
Item 28. Location of Accounts and Records
(1) Warburg, Xxxxxx Trust II
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
(Registrant's Agreement and Declaration of Trust,
By-laws and minute books)
4
(2) Warburg Pincus Asset Management, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
(records relating to its functions as investment
adviser)
(3) Counsellors Funds Service, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
(records relating to its functions as co-
administrator)
(4) PFPC Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
(records relating to its functions as co-
administrator)
(5) Counsellors Securities Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
(records relating to its functions as distributor)
(6) State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
(records relating to its functions as custodian,
shareholder servicing agent, transfer agent and
dividend disbursing agent)
(7) Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
(records relating to its functions as shareholder
servicing agent, transfer agent and dividend
disbursing agent)
(8) PFPC Trust Company
Mutual Fund Custody Services
000 Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxxxxxx 00000
(records relating to its functions as custodian)
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), and the Investment Company Act of 1940, as amended, the
Registrant certifies that it meets all of the requirements for effectiveness of
this Amendment to the Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933, as amended, and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York and the State of New York, on the 28th day of April, 1999.
WARBURG, XXXXXX TRUST II
By:/s/Xxxxxx X. Xxxxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxxxx
President
Pursuant to the requirements of the Securities Act, this Amendment has
been signed below by the following persons in the capacities and on the date
indicated:
Signature Title Date
--------- ----- ----
/s/Xxxx X. Xxxxx Chairman of the April 28, 1999
---------------------------------- Board of Trustees
Xxxx X. Xxxxx
/s/Xxxxxx X. Xxxxxxxxx President April 28, 1999
----------------------------------
Xxxxxx X. Xxxxxxxxx
/s/Xxxxxx Xxxxxx Vice President and April 28, 1999
---------------------------------- Chief Financial
Xxxxxx Xxxxxx Officer
/s/Xxxxxx X. Xxxxxx Treasurer and April 28, 1999
---------------------------------- Chief Accounting
Xxxxxx X. Xxxxxx Officer
/s/Xxxxxxx X. Xxxxxx Trustee April 28, 1999
----------------------------------
Xxxxxxx X. Xxxxxx
/s/Xxxx X. Xxxxx Trustee April 28, 1999
----------------------------------
Xxxx X. Xxxxx
/s/Xxxxxxx X. Xxxxxx Trustee April 28, 1999
----------------------------------
Xxxxxxx X. Xxxxxx
/s/Xxxxxx X. Xxxxx Trustee April 28, 1999
----------------------------------
Xxxxxx X. Xxxxx
/s/Xxxxxx X. Xxxxxxxx Trustee April 28, 1999
----------------------------------
Xxxxxx X. Xxxxxxxx
/s/Xxxxxxxxx X. Xxxxxxxxxx Trustee April 28, 1999
----------------------------------
Xxxxxxxxx X. Xxxxxxxxxx
6
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
i(a) Opinion and Consent of Xxxxxxx Xxxx & Xxxxxxxxx,
counsel to the Trust.
j Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
n Financial Data Schedules.
7
April 28, 1999
Warburg, Xxxxxx Trust II
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Post-Effective Amendment No. 4 to Registration Statement
(Securities Act File No. 333-19175; Investment Company Act
File No. 811-07999) (the "Registration Statement")
Ladies and Gentlemen:
You have requested us, as counsel to Warburg, Xxxxxx Trust II (the "Trust"), a
business trust organized under the laws of the Commonwealth of Massachusetts, to
furnish you with this opinion in connection with the Trust's filing of
Post-Effective Amendment No. 4 to its Registration Statement on Form N-1A (the
"Amendment").
We have examined copies of the Trust's Declaration of Trust, (the
"Declaration"), the Trust's By-Laws, as amended (the "By-Laws"), and the
Amendment. We have also examined such other records, documents, papers, statutes
and authorities as we have deemed necessary to form a basis for the opinion
hereinafter expressed.
In our examination of material, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us. As to various questions of fact material to our opinion, we have relied upon
statements and certificates of officers and representatives of the Trust and
others.
Based upon the foregoing, we are of the opinion that the Shares, when duly sold,
issued and paid for in accordance with the terms of the Declaration, the Trust's
By-Laws and the Prospectuses and Statement of Additional Information ("SAI")
included as part of the Amendment, will be validly issued and will be fully paid
and non-assessable shares of beneficial interest of the Trust, except that, as
set forth in the Amendment, shareholders of the Trust may under certain
circumstances be held personally liable for its obligations.
We hereby consent to the filing of this opinion as an exhibit to the Amendment,
to the reference to our name under the heading "Independent Accountants and
Counsel" in the "SAI" included as part of the Amendment, and to the filing of
this opinion as an
8
Warburg, Xxxxxx Trust II
April , 1999
Page 2
exhibit to any application made by or on behalf of the Trust or any distributor
or dealer in connection with the registration or qualification of the Trust or
the Shares under the securities laws of any state or other jurisdiction.
We are members of the Bar of the State of New York only and do not opine as to
the laws of any jurisdiction other than the laws of the State of New York and
the laws of the United States, and the opinions set forth above are,
accordingly, limited to the laws of those jurisdictions.
Very truly yours,
/s/Xxxxxxx Xxxx & Xxxxxxxxx
