PURCHASE AGREEMENT

          Warburg, Pincus Municipal Bond Fund, Inc. (the "Fund"), a corporation
organized under the laws of the State of Maryland, and Warburg Pincus Asset
Management, Inc. ("Warburg") hereby agree as follows:

          1. The Fund offers Warburg and Warburg hereby purchases three shares
of common stock of the Fund, one of which shall be designated a Common Share,
another designated an Institutional Share and another designated an Advisor
Share, having a par value $.001 per share (the "Shares"), at a price of $10.00
per Share (the "Initial Shares"). Warburg hereby acknowledges receipt of a
certificate representing the Initial Shares and the Fund hereby acknowledges
receipt from Warburg of $30.00 in full payment for the Initial Shares.

          2. Warburg represents and warrants to the Fund that the Initial Shares
are being acquired for investment purposes and not for the purpose of
distributing them.

          3. Warburg agrees that if any holder of the Initial Shares redeems
such Shares in the Fund before five years after the date upon which the Fund
commences its investment activities, the redemption proceeds will be reduced by
the amount of unamortized organizational expenses, in the same proportion as the
Initial Shares being redeemed bears to the Initial Shares outstanding at the
time of redemption. The parties hereby acknowledge that any Shares acquired by
Warburg other than the Initial Shares have not



been acquired to fulfill the requirements of Section 14 of the Investment
Company Act of 1940, as amended, and, if redeemed, their redemption proceeds
will not be subject to reduction based on the unamortized organizational
expenses of the Fund.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 1st day of September, 1998.

                                   WARBURG, PINCUS MUNICIPAL BOND FUND, INC.



                                   By: /s/Eugene P. Grace

                                   Name: Eugene P. Grace
                                   Title: Vice President & Secretary

ATTEST:



/s/Stuart J. Cohen
------------------


                                   WARBURG PINCUS ASSET MANAGEMENT, INC.

                                   By:  /s/Eugene P. Grace
                                        ------------------
                                   Name: Eugene P. Grace
                                   Title: Vice President & Secretary

ATTEST:



/s/Stuart J. Cohen
------------------










                                       2