<PAGE>
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Warburg, Pincus Tax Free Fund, Inc.
(Name of Registrant as Specified In Its Charter)
Warburg Pincus Tax Free Fund of The RBB Fund, Inc.
(Name of Person(s) Filing Proxy Statements if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
..............................................................
2) Aggregate number of securities to which transaction applies:
..............................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it is determined):
..............................................................
4) Proposed maximum aggregate value of transaction:
..............................................................
5) Total fee paid:
..............................................................
[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
..............................................................
2) Form, Schedule or Registration Statement No.:
..............................................................
3) Filing Party:
..............................................................
4) Date Filed:
..............................................................
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(WARBURG PINCUS FUNDS LETTERHEAD)
(DATE)
Dear Shareholder:
We have previously mailed to you proxy materials relating to the Warburg
Pincus Funds' Special Meeting of Shareholders to be held on May 1, 1996.
According to our latest records, we have not received your proxy card.
Regardless of the number of shares you own, it is important that they are
represented at the meeting. If you haven't previously mailed your proxy card,
please take a moment to sign, date and mail the enclosed duplicate proxy card
promptly in the return envelope provided for your convenience.
For the reasons set forth in the Combined Prospectus/Proxy Statement dated
March 7, 1996, your Board of Directors believes the proposals are in the best
interests of each Fund and its shareholders and recommends a vote for all
proposals.
If you have already mailed your proxy card, please disregard this letter and
accept our thanks.
Very truly yours,
<PAGE>
WARBURG PINCUS FUNDS
Calling Campaign Script
Hello, Mr./Mrs. (Shareholder). My name is ________________. I am calling
from D.F. King and Co., Inc. on behalf of Warburg Pincus Funds with regard to
its upcoming Special Meeting of Shareholders to be held on May 1, 1996. Do
you have a moment?
Have you received the Warburg Pincus proxy material dated March 7, 1996?
If No: Confirm current address (if the shareholder has a new address, input
appropriate command into computer). If you have questions or need assistance
once you receive the material, please call D.F. King at 1-800-755-3107.
If Yes: Have you had a chance to review the material?
If No: Ask the shareholder to review the material at the earliest convenience
and vote his/her shares by signing, dating and mailing the proxy card in the
return envelope provided. Inform the shareholder that the Board of Directors
unanimously recommends a vote for all proposals on the meeting agenda. If the
shareholder asks you to explain the meeting agenda, briefly educate them.
Thank the shareholder for his/her time. (End phone call)
If Yes: Do you have any questions?
If Yes: Answer questions using only the proxy solicitation materials. After
answering all questions, inform the shareholder that he/she may vote by
signing, dating and mailing the proxy card in the envelope provided. Inform
the shareholder that the Board of Directors unanimously recommends a vote for
all proposals. (Remind the shareholder that their vote must be received by the
meeting date, May 1. In order to avoid any delays, they should vote their
proxy as soon as possible.) Thank the shareholder and end the call.
If No: Your vote is important. Please take the time to vote by signing, dating
and returning your proxy card in the envelope provided. Inform the shareholder
that the Board of Directors unanimously recommends a vote for all proposals.
(Remind the shareholder that their vote must be received by the meeting date,
May 1. In order to avoid any delays, they should vote their proxy as soon as
possible.) Thank the shareholder and end the call.
<PAGE>
WARBURG PINCUS FUNDS
Instructions For Leaving a Message on an Answering Machine
Hello, my name is ________________. I am calling from D.F. King & Co., Inc. We
are assisting Warburg Pincus Funds in regard to its Special Shareholder
Meetings to be held on May 1, 1996. You should have received proxy materials
dated March 7, 1996. At your earliest convenience please sign, date and mail
the proxy card(s) in the return envelope provided. If you have not received
your proxy materials, or have questions or need assistance, please call D.F.
King at 1-800-755-3107 between 8:00 a.m. and 7:00 p.m. (EST). If you have
already mailed your proxy card, please disregard this message and accept our
thanks.
