WARBURG PINCUS TAX FREE FUND INC, N-1A EL/A, 1996-03-01

WARBURG PINCUS TAX FREE FUND INC
N-1A EL/A, 1996-03-01

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As filed with the U.S. Securities and Exchange Commission
on March 1, 1996

Securities Act File No. 333-00531
Investment Company Act File No. 811-07519

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]

Pre-Effective Amendment No. 1 [x]

Post-Effective Amendment No. [ ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]

Amendment No. 1 [x]
(Check appropriate box or boxes)

Warburg, Pincus Tax Free Fund, Inc.
................................................................................
(Exact Name of Registrant as Specified in Charter)

466 Lexington Avenue
New York, New York 10017-3147
.................................... ................
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code:
(212) 878-0600

Mr. Eugene P. Grace
Warburg, Pincus Tax Free Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
.........................................
(Name and Address of Agent for Service)

Copy to:

Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677

Approximate Date of Proposed Public Offering: May 6, 1996.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount Being Offering Price Aggregate Offering Amount of
Being Registered Registered Per Unit Price Registration Fee
- --------------------- -------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Shares of common
stock, $.001 par
value per share Indefinite* Indefinite* Indefinite* $500
</TABLE>
____________________

* An indefinite number of shares of common stock of the Registrant is being
registered by this Registration Statement pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "1940 Act").

The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended (the "1933 Act"), or
until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

WARBURG, PINCUS TAX FREE FUND, INC.

FORM N-1A

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Part A
Item No. Heading for the Prospectus
- ------------------- ----------------------------
<S> <C>
1. Cover Page.............................. Cover Page

2. Synopsis................................ The Funds' Expenses

3. Condensed Financial Information......... Financial Highlights

4. General Description of Registrant....... Cover Page; Investment Objectives and Policies; Portfolio
Investments; Risk Factors and Special Considerations; Certain
Investment Strategies; Investment Guidelines; General Information

5. Management of the Fund.................. Management of the Funds

6. Capital Stock and Other Securities...... General Information

7. Purchase of Securities Being Offered.... How to Open an Account; How to Purchase Shares; Net Asset Value

8. Redemption or Repurchase................ How to Redeem and Exchange Shares

9. Legal Proceedings....................... Not applicable

Part B Heading for the Statement of
Item No. Additional Information
- ------------------- ----------------------------

10. Cover Page.............................. Cover Page

11. Table of Contents....................... Contents

12. General Information and History......... Management of the Fund;
Notes to Financial Statements; See Prospectus--"General
Information"
</TABLE>

<TABLE>
<S> <C>
13. Investment Objectives and Policies...... Investment Objective; Investment Policies

14. Management of the Registrant............ Management of the Fund; See Prospectus--"Management of the Fund"

15. Control Persons and Principal Holders
of Securities........................... Management of the Fund; Miscellaneous; See Prospectus--"General
Information"

16. Investment Advisory and Other Services.. Management of the Fund; See Prospectus--"Management of the Fund"
and "Shareholder Servicing"

17. Brokerage Allocation.................... Investment Policies; See Prospectus--"Portfolio Transactions and
Turnover Rate"

18. Capital Stock and Other Securities...... Management of the Fund--Organization of the Fund; See
Prospectus--"General Information"

19. Purchase, Redemption and Pricing of
Securities Being Offered............... Additional Purchase and Redemption Information; See
Prospectus--"How to Open an Account," "How to Purchase Shares,"
"How to Redeem and Exchange Shares" and "Net Asset Value"

20. Tax Status.............................. Additional Information Concerning Taxes; See
Prospectus--"Dividends, Distributions and Taxes"

21. Underwriters............................ Investment Policies--Portfolio Transactions; See
Prospectus--"Management of the Fund" and "Shareholder Servicing"

22. Calculation of Performance Data......... Determination of Performance

23. Financial Statements.................... Not applicable
</TABLE>

Part C

Information required to be included in Part C is set forth
after the appropriate item, so numbered, in Part C to this Registration
Statement.

PROSPECTUS

The Registrant's Prospectus is incorporated by reference to the
common share prospectus that forms a part of the Registration Statement on
Form N-1A of Warburg, Pincus Growth & Income Fund, Inc. (Securities Act
File No. 333-00527; Investment Co. Act File No. 811-07515) filed on January 30,
1996.

STATEMENT OF ADDITIONAL INFORMATION

The Registrant's Statement of Additional Information is incorporated
by reference to the Statement of Additional Information that forms part
of Registrant's Registration Statement on Form N-1A filed on January 30, 1996.

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

Exhibits:

<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit

<S> <C>
1 Articles of Incorporation.(1)

2 By-Laws.(1)

3 Not applicable.

4 Forms of Share Certificates.(2)

5 Form of Investment Advisory Agreement.

6 Form of Distribution Agreement.(3)

7 Not applicable.

8(a) Form of Custodian Agreement with PNC Bank, National Association.(2)

(b) Form of Custodian Agreement with State Street Bank and Trust Company.(4)

9(a) Form of Transfer Agency Agreement.(2)

(b) Form of Co-Administration Agreement with Counsellors Funds Service, Inc.(2)

(d) Forms of Services Agreements.(2)

10(a) Opinion and Consent of Willkie Farr & Gallagher, counsel to the Fund.

(b) Opinion and Consent of Venable, Baetjer and Howard, LLP, Maryland counsel to the Fund.

11 Consent of Coopers & Lybrand L.L.P., Independent Accountants.

12 Not Applicable.

13 Form of Purchase Agreement.(5)
</TABLE>

C-1

<TABLE>
<S> <C>
14 Not applicable.

15(a) Form of Shareholder Servicing and Distribution Plan.(2)

(b) Form of Distribution Plan.(6)

(d) Rule 18f-3 Plan.(6)

16 Not applicable.

17 Not applicable.
</TABLE>

(1) Incorporated by reference to Registrant's Registration Statement on Form
N-1A, filed on January 30, 1996.

(2) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A of
Warburg, Pincus Post-Venture Capital Fund, Inc., filed on September 22,
1995 (Securities Act File No. 33-61225).

(3) Contained in Exhibit 15(b) hereto.

(4) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A of
Warburg, Pincus Trust filed on June 14, 1995 (Securities Act File No.
33-58125).

(5) Incorporated by reference; material provisions of the exhibit substantially
similar to those of the corresponding exhibit in Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-1A of Warburg, Pincus Growth
& Income Fund, Inc., filed on March 1, 1996 (Securities Act File No.
333-00527).

(6) Incorporated by reference; material provisions of this exhibit
substantially similar to the corresponding exhibit in Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A of Warburg,
Pincus Japan Growth Fund, Inc., filed on December 18, 1995 (Securities Act
File No. 33-63655).

(7) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A of
Warburg, Pincus Balanced Fund,

C-2

Inc., filed on March 1, 1996 (Securities Act File No. 333-00533).

Item 25. Persons Controlled by or Under Common Control with Registrant

All of the outstanding shares of common stock of Registrant on
the date Registrant's Registration Statement becomes effective will be owned by
Warburg, Pincus Counsellors, Inc. ("Warburg"), a corporation formed under New
York law.

Item 26. Number of Holders of Securities

It is anticipated that Warburg will hold all Registrant's
shares of common stock, par value $.001 per share, on the date Registrant's
Registration Statement becomes effective.

Item 27. Indemnification

Registrant, officers and directors of Warburg, of Counsellors
Securities Inc. ("Counsellors Securities") and of 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 Registration Statement on Form N-1A of
Warburg, Pincus Small Company Value Fund, Inc. (Securities Act No. 33-63653;
Investment Company Act No. 811-07375), filed on October 25, 1995.

Item 28. Business and Other Connections of Investment Advsiser

Warburg is a wholly owned subsidiary of Warburg, Pincus
Counsellors G.P., 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 28 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 Warburg (SEC File No. 801-07321).

Item 29. Principal Underwriter

(a) Counsellors Securities will act as distributor for
Registrant. Counsellors Securities currently acts as distributor for The RBB
Fund, Inc.; Warburg Pincus Balanced Fund; Warburg Pincus Capital Appreciation
Fund; Warburg Pincus Cash Reserve Fund; Warburg Pincus Emerging Growth Fund;
Warburg Pincus Emerging Markets Fund; Warburg Pincus Fixed Income Fund; Warburg
Pincus Global Fixed Income Fund; Warburg Pincus Growth & Income Fund; Warburg
Pincus Institutional Fund, Inc.; Warburg Pincus Intermediate Maturity Government
Fund; Warburg Pincus

C-3

International Equity Fund; Warburg Pincus Japan Growth Fund; Warburg Pincus
Japan OTC Fund; Warburg Pincus New York Intermediate Municipal Fund; Warburg
Pincus New York Tax Exempt Fund; Warburg Pincus Post-Venture Capital Fund;
Warburg Pincus Small Company Value Fund and Warburg Pincus Trust.

(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.

Item 30. Location of Accounts and Records

(1) Warburg, Pincus Tax Free Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Registrant's Articles of Incorporation,
By-laws and minute books)

(2) Warburg, Pincus Counsellors, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions
as investment adviser)

(3) Counsellors Funds Service, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions
as co-administrator)

(4) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions
as co-administrator)

(5) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions
as distributor)

(6) PNC Bank, National Association
Broad & Chestnut Streets
Philadelphia, Pennsylvania 19101
(records relating to its functions as custodian)

C-4

(7) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(records relating to its functions as
custodian, shareholder servicing agent, transfer
agent and dividend disbursing agent)

Item 31. Management Services

Not applicable.

Item 32. Undertakings

(a) Registrant hereby undertakes not to offer its shares to
the public, except in connection with the reorganization of the Warburg, Pincus
Tax Free Fund, a series of The RBB Fund, Inc. until Registrant files a
post-effective amendment including financial statements.

(b) Registrant hereby undertakes to call a meeting of its
shareholders for the purpose of voting upon the question of removal of a
director or directors of Registrant when requested in writing to do so by the
holders of at least 10% of Registrant's outstanding shares. Registrant
undertakes further, in connection with the meeting, to comply with the
provisions of Section 16(c) of the 1940 Act relating to communications with the
shareholders of certain common-law trusts.

(c) Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of Registrant's latest annual report
to shareholders, upon request and without charge.

C-5

SIGNATURES

As required by the Securities Act of 1933, this Pre-Effective
Amendment No. 1 to the Registration Statement has been signed on behalf of
the registrant, in the City of New York and State of New York, on the 29th day
of February, 1996.

WARBURG, PINCUS TAX FREE FUND, INC.

By:/s/ Arnold M. Reichman
Arnold M. Reichman
President

As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John L. Furth Chairman of the February 29, 1996
John L. Furth Board of Directors

/s/ Arnold M. Reichman President and February 29, 1996
Arnold M. Reichman Director

/s/ Stephen Distler Vice President and February 29, 1996
Stephen Distler Chief Financial Officer

/s/ Howard Conroy Vice President, February 29, 1996
Howard Conroy Treasurer and Chief
Accounting Officer

/s/ Richard N. Cooper Director February 29, 1996
Richard N. Cooper

/s/ Donald J. Donahue Director February 29, 1996
Donald J. Donahue

/s/ Jack W. Fritz Director February 29, 1996
Jack W. Fritz

/s/ Thomas A. Melfe Director February 29, 1996
Thomas A. Melfe

/s/ Alexander B. Trowbridge Director February 29, 1996
Alexander B. Trowbridge
</TABLE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
5 Form of Investment Advisory Agreement.

10(a) Opinion and Consent of Willkie Farr & Gallagher, counsel to the Fund.

(b) Opinion and Consent of Venable, Baetjer and Howard, LLP, Maryland counsel to the Fund.

11 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
</TABLE>

<PAGE>

INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of __________, 1996 between WARBURG, PINCUS
TAX FREE FUND, INC., a Maryland corporation (herein called the "Company"), and
Warburg, Pincus Counsellors, Inc. (herein called the "Investment Advisor").

WHEREAS, the Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Company desires to retain the Investment Advisor
to render certain investment advisory services to the Company, and the
Investment Advisor is willing to so render such services,

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and intending to be legally bound hereby, it is
agreed between the parties hereto as follows:

1. Appointment. The Company hereby appoints the Investment
Advisor to act as its investment advisor for the period and on the terms set
forth in this Agreement. The Investment Advisor accepts such appointment and
agrees to render the services herein set forth, for the compensation herein
provided.

2. Delivery of Documents. The Company has furnished the
Investment Advisor with copies properly certified or authenticated of each of
the following:

(a) Resolutions of the Board of Directors of the Company
authorizing the appointment of the Investment Advisor and the execution and
delivery of this Agreement;

(b) The Prospectus and Statement of Additional Information
relating to the Company in effect under the Securities Act of 1933, as amended,
(such prospectus and statement of additional information, as presently in effect
and as it shall from time to time be amended and supplemented, is herein called
the "Prospectus").

The Company will furnish the Investment Advisor from time to
time with copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.

3. Management of the Company. Subject to the supervision of
the Board of Directors of the Company, the Investment Advisor will provide for
the overall management of the Company including (a) the provision of a
continuous investment program for the Company, including investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Company, (b) the determination from time

to time of what securities and other investments will be purchased, retained or
sold by the Company and (c) the placement from time to time of orders for all
purchases and sales made for the Company. The Investment Advisor will provide
the services rendered by it hereunder in accordance with the Company's
investment objectives, restrictions and policies as stated in the applicable
Prospectus. The Investment Advisor further agrees that it will render to the
Company's Board of Directors such periodic and special reports regarding the
performance of its duties under this Agreement as the Board may request. The
Investment Advisor agrees to provide to the Company (or its agents and service
providers) prompt and accurate data with respect to the Company's transactions
and, where not otherwise available, the daily valuation of securities in the
Company.

4. Brokerage. The Investment Advisor may place orders either
directly with the issuer or with any broker or dealer. In placing orders with
brokers and dealers, the Investment Advisor will attempt to obtain the best
price and the most favorable execution of its orders. In placing orders, the
Investment Advisor will consider the experience and skill of the executing
firm's securities traders as well as the firm's financial responsibility and
administrative efficiency. Consistent with this obligation, the Investment
Advisor may, subject to the review of the Board of Directors, select brokers on
the basis of the research, statistical and pricing services they provide to the
Company and other clients of the Investment Advisor. Information and research
received from such brokers will be in addition to, and not in lieu of, the
services required to be performed by the Investment Advisor hereunder. A
commission paid to such brokers may be higher than that which another qualified
broker would have charged for effecting the same transaction, provided that the
Investment Advisor determines in good faith that such commission is reasonable
in terms either of the transaction or the overall responsibility of the
Investment Advisor to the Company and its other clients and that the total
commissions paid by the Company will be reasonable in relation to the benefits
to the Company over the long term. In no instance will the Company's securities
be purchased from or sold to the Company's principal underwriter, the Investment
Advisor, or any affiliated person thereof, except to the extent permitted by
exemptive order of the Securities and Exchange Commission or by applicable law.

5. Conformity with Law; Confidentiality. The Investment
Advisor further agrees that it will comply with all applicable rules and
regulations of all federal regulatory agencies having jurisdiction over the
Investment Advisor in the performance of its duties hereunder. The Investment
Advisor will treat confidentially and as proprietary information of the Company
all records and other information relating to the Company and prior, present or
potential shareholders (except clients of the Investment Advisor and its
affiliates), and will not use such records and information for any purpose other
than performance of

its responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Company, which approval shall not be unreasonably
withheld and may not be withheld where the Investment Advisor may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Company.

6. Services Not Exclusive. The investment management and
services rendered by the Investment Advisor hereunder are not to be deemed
exclusive, and the Investment Advisor shall be free to render similar services
to others so long as its services under this Agreement are not impaired thereby.

7. Books and Records. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Investment Advisor hereby agrees that all
records which it maintains for the Company are the property of the Company and
further agrees to surrender promptly to the Company any of such records upon the
Company's request. The Investment Advisor further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.

8. Expenses. During the term of this Agreement, the Investment
Advisor will pay all expenses incurred by it in connection with its activities
under this Agreement other than the cost of securities purchased for the Company
(including brokerage commissions, if any), the cost of independent pricing
services used in valuing the Company's securities and fees and expenses of
registering and qualifying shares for distribution under state securities laws.

If the expenses borne by the Company in any fiscal year exceed
the most restrictive applicable expense limitations imposed by the securities
regulations of any state in which the shares of the Company are registered or
qualified for sale to the public, the Investment Advisor shall reimburse the
Company for any excess up to the amount of the fees payable by the Company to it
during such fiscal year pursuant to Paragraph 9 hereof in the same proportion
that its fees bear to the total fees paid by the Company for investment advisory
services; provided, however, that notwithstanding the foregoing, the Investment
Advisor shall reimburse the Company for such excess expenses regardless of the
amount of such fees payable to it during such fiscal year to the extent that the
securities regulations of any state in which the shares of the Company are
registered or qualified for sale so require.

9. Compensation.

For the services provided and the expenses assumed pursuant to
this Agreement, the Company will pay the Investment Advisor, and the Investment
Advisor will accept as full

compensation therefor a fee, computed daily and payable monthly, at the annual
rate of .50% of the Company's average daily net assets.

10. Limitation of Liability of the Investment Advisor. The
Investment Advisor shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Company in connection with the matters to
which this Agreement relates, except a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services or a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Investment Advisor in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement ("disabling
conduct"). The Company will indemnify the Investment Advisor against and hold it
harmless from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit not resulting from disabling conduct by the Investment
Advisor. Indemnification shall be made only following: (a) a final decision on
the merits by a court or other body before whom the proceeding was brought that
the Investment Advisor was not liable by reason of disabling conduct or (b) in
the absence of such a decision, a reasonable determination, based upon a review
of the facts, that the Investment Advisor was not liable by reason of disabling
conduct by (i) the vote of a majority of a quorum of directors of the Company
who are neither "interested persons" of the Company nor parties to the
proceeding ("Disinterested Non-Party Directors") or (ii) an independent legal
counsel in a written opinion. The Investment Advisor shall be entitled to
advances from the Company for payment of the reasonable expenses incurred by it
in connection with the matter as to which it is seeking indemnification in the
manner and to the fullest extent permissible under the Maryland General
Corporation Law. The Investment Advisor shall provide to the Company a written
affirmation of its good faith belief that the standard of conduct necessary for
indemnification by the Company has been met and a written undertaking to repay
any such advance if it should ultimately be determined that the standard of
conduct has not been met. In addition, at least one of the following additional
conditions shall be met: (a) the Investment Advisor shall provide a security in
form and amount acceptable to the Company for its undertaking; (b) the Company
is insured against losses arising by reason of the advance; or (c) a majority of
a quorum of Disinterested Non-Party Directors, or independent legal counsel, in
a written opinion, shall have determined, based upon a review of facts readily
available to the Company at the time the advance is proposed to be made, that
there is reason to believe that the Investment Advisor will ultimately be found
to be entitled to indemnification.

11. Duration and Termination. This Agreement shall become
effective upon approval of this Agreement by vote of a majority of the
outstanding voting securities of the Company and,

unless sooner terminated as provided herein, shall continue until April 17,
1997. Thereafter, if not terminated, this Agreement shall continue for
successive annual periods ending on April 17, provided such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Directors of the Company who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Directors of the Company or by vote of a majority of the outstanding voting
securities of the Company; provided, however, that this Agreement may be
terminated by the Company at any time, without the payment of any penalty, by
the Board of Directors of the Company or by vote of a majority of the
outstanding voting securities of the Company, on 60 days' prior written notice
to the Investment Advisor, or by the Investment Advisor at any time, without
payment of any penalty, on 90 days' prior written notice to the Company. This
Agreement will immediately terminate in the event of its assignment. (As used in
this Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.)

12. Amendment of this Agreement. No provision of this
Agreement may be changed, discharged or terminated orally, but may be changed,
discharged or terminated by an instrument in writing signed by the party against
which enforcement of the change, discharge or termination is sought, and no
amendment of this Agreement affecting the Company shall be effective until
approved by vote of the holders of a majority of the outstanding voting
securities of the Company.

13. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby.

14. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to the conflicts of laws principles thereof.

IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.

WARBURG, PINCUS TAX FREE FUND, INC.

By: ______________________________________
Name:
Title:

WARBURG, PINCUS COUNSELLORS, INC.

By: ______________________________________
Name:
Title:

<PAGE>

<PAGE>1

[LETTERHEAD OF WILLKIE FARR & GALLAGHER]

March 1, 1996

Warburg, Pincus Tax Free Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147

Ladies and Gentlemen:

We have acted as counsel to Warburg, Pincus Tax Free Fund, Inc. (the "Fund"), a
corporation organized under the laws of the State of Maryland, in connection
with the preparation of a registration statement on Form N-1A covering the offer
and sale of an indefinite number of shares of Common Stock of the Fund, par
value $.001 per share (the "Common Stock").

We have examined copies of the Charter and By-laws of the Fund, the Fund's
prospectus and statement of additional information (the "Statement of Additional
Information") included in its Registration Statement on Form N-1A, Securities
Act File No. 333-00531 and Investment Company Act File No. 811- 07519 (the
"Registration Statement"), all resolutions adopted by the Fund's Board of
Directors (the "Board") at its initial meeting held on February 8, 1996,
consents of the Board and other records, documents and papers that we have
deemed necessary for the purpose of this opinion. We have also examined such
other 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 Fund and
others.

Based upon the foregoing, we are of the opinion that:

1. The Fund is duly organized and validly existing as a corporation in
good standing under the laws of the State of Maryland.

<PAGE>
<PAGE>2

Warburg, Pincus Tax Free Fund, Inc.
March 1, 1996
Page 2

2. The Common Stock to be offered for sale pursuant to the Registration
Statement is, to the extent of the number of shares of each class of
the Fund authorized to be issued by the Fund in its Charter, duly
authorized and, when sold, issued and paid for as contemplated by the
Registration Statement and authorized by the Board, will have been
validly and legally issued and will be fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the reference to us in the Statement of Additional
Information and to the filing of this opinion as an exhibit to any application
made by or on behalf of the Fund or any distributor or dealer in connection with
the registration or qualification of the Fund or the Common Stock 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. As to matters involving
the application of the laws of the State of Maryland, we have relied on the
opinion of Messrs. Venable, Baetjer and Howard, LLP.

Very truly yours,

/s/ Willkie Farr & Gallagher

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March 1, 1996

Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022-4669

RE: Walburg Pincus Tax Free Fund, Inc.
-------------------------------------------------

Ladies and Gentlemen:

We have acted as special Maryland counsel to Warburg, Pincus Tax Free Fund,
Inc., a Maryland corporation (the 'Acquiring Fund'), in connection with the
proposed acquisition by the Acquiring Fund of all or substantially all the
assets and liabilities of Warburg Pincus Tax Free Fund (the 'Acquired Fund'), a
portfolio of The RBB Fund, Inc. (the 'RBB Fund'), a Maryland corporation, in
exchange for Common and Advisor shares of the Acquiring Fund (together, the
'Shares'), pursuant to a Plan of Reorganization to be executed by the Acquiring
Fund and by the RBB Fund on behalf of the Acquired Fund.

As special Maryland counsel for the Acquiring Fund, we are familiar with
its Charter and By-laws. We have examined Pre-Effective Amendment No. 1 to the
Acquiring Fund's Registration Statement on Form N-1A, Securities Act File No.
333-00531; Investment Company Act File No. 811-07519, including the prospectus
and statement of additional information contained therein (the 'Registration
Statement'), substantially in the form in which it is to become effective. We
have further examined and relied upon a certificate of the Maryland State
Department of Assessments and Taxation to the effect that the Acquiring Fund is
duly incorporated and existing under the laws of the State of Maryland and is in
good standing and duly authorized to transact business in the State of Maryland.

We have also examined and relied upon such corporate records of the
Acquiring Fund and other documents and certificates with respect to factual
matters as we have deemed necessary to render the opinion expressed herein. We
have assumed, without independent verification, the genuiness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity with originals of all documents submitted to us as copies.

Based on such examination, we are of the opinion and so advise you that:

1. The Acquiring Fund is duly organized and validly existing as a
corporation in good standing under the laws of the State of
Maryland.

2. The Shares of the Acquiring Fund to be offered for sale pursuant
to the Registration Statement are, to the extent of the respective
number of Shares of each class of the Acquiring Fund authorized to
be issued by the Acquiring Fund in its Charter, duly authorized
and, when sold, issued and paid for as contemplated by the
Registration Statement and authorized by the Board of Directors of
the Acquiring Fund, will have been validly and legally issued and
will be fully paid and nonassessable under the laws of the State
of Maryland.

This letter expresses our opinion with respect to the Maryland General
Corporation Law governing matters such as due organization and the authorization
and issuance of stock. It does not extend to the securities or 'blue sky' laws
of Maryland, to federal securities laws or to other laws.

You may rely on our forgoing opinion in rendering your opinion to the
Acquiring Fund that is to be filed as an exhibit to the Registration Statement.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. We do not thereby admit that we are 'experts' as that term is used in
the Securities Act of 1933 and the regulations thereunder.

Very truly yours,

/s/ Venable, Baetjer & Howard, LLP

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CONSENT OF INDEPENDENT ACCOUNTANTS

We consent in this Pre-Effective Amendment No. 1 to the Registration Statement
under the Securities Act of 1933 on Form N-1A (File No. 333-00531) of the
Warburg, Pincus Tax Free Fund, Inc. to the reference to our Firm under the
caption "Accountants and Counsel."

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 1, 1996

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