0001005477-01-001665 Sample Contracts

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Transfer Agency and Service Agreement • February 28th, 2001 • Credit Suisse Warburg Pincus Capital Funds • Massachusetts
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Certificate of Amendment to the Amended and Restated Agreement and Declaration of Trust of Credit Suisse Warburg Pincus Capital Funds and Certificate of the Secretary
Credit Suisse Warburg Pincus Capital Funds • February 28th, 2001

The undersigned Secretary of Credit Suisse Warburg Pincus Capital Funds, a Massachusetts business trust governed by a written Amended and Restated Agreement and Declaration of Trust (the "Declaration of Trust") dated as of February 22, 1996 that was duly executed and filed with the office of the Secretary of the Commonwealth of Massachusetts on February 26, 1996, and which was amended by Certificates of Amendment dated February 19, 1997, February 8, 1999, July 24, 2000 and January 16, 2001, DOES HEREBY CERTIFY THAT:

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