EXHIBIT INDEX
EXHIBIT A: Attachment to item 77o:
Transactions effected pursuant to Rule 10f-3
EXHIBIT B: Attachment to item 77q1:
Exhibits
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EXHIBIT A:
Sub-Item 770: Transactions effected pursuant to Rule 10f-3
10f-3 Transactions
for the Period November 1, 1999 through April 30, 2000
INFORMATION PRESENTED IN THE FOLLOWING ORDER:
OFFERING
DATE
BROKER
PRICE
KERR MCGEE
2/7/00
Goldman
$50.00
UnitedParcel Service
11/9/99
WDR
$50.00
United Parcel Service
11/9/99
MS
$50.00
METLIFE
4/4/00
GOSA
$14.25
INFORMATION IN FOLLOWING ORDER:
SHARES/PAR
% OF OFFERING
% OF ASSETS
SYNDICATE MEMBER
34,900
0.4653%
0.4260%
CS First Boston
5,000
0.0046%
0.0369%
CS First Boston
23,400
0.0214%
0.1726%
CS First Boston
172,000
0.0851%
0.7838%
CS First Boston
EXHIBIT B:
Sub-Item 77Q1: Exhibits
(a) Articles of Amendment dated December 2, 1999
(b) Not applicable
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) Not applicable
(g) Not applicable
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WARBURG, PINCUS GROWTH & INCOME FUND, INC.
HAL LIEBES and STUART J. COHEN, being Vice President and
Secretary and Assistant Secretary, respectively, of WARBURG,
PINCUS GROWTH & INCOME FUND, INC. (the "Corporation"), a
corporation organized and existing under and by virtue of the
Maryland Corporation Law, DO HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation
adopted the following resolution at a meeting duly held on October
26, 1999, authorizing the Corporation to change its name:
RESOLVED, that the name of the Maryland Corporation be,
and hereby is, changed from "Warburg, Pincus Growth & Income Fund,
Inc." to "Warburg, Pincus Value Fund, Inc." and that the officers
of the Corporation, or their designees, be, and each of them
hereby is, authorized and directed to execute and file Articles of
Amendment to the Corporation's Articles of Incorporation with the
State of Maryland, and supplements or revisions to the Fund's
registration statement, and to do any and all such other lawful
acts as may be necessary or appropriate to perform and carry out
the name change.
SECOND: That pursuant to the above resolution of the
Board of Directors of the Corporation, effective as of January 1,
2000, the name of the Corporation listed below be, and hereby is,
changed as follows:
Current Name: WARBURG, PINCUS GROWTH & INCOME FUND, INC.
Proposed Name: WARBURG, PINCUS VALUE FUND, INC.
THIRD: That the amendment is limited to a change
expressly permitted by # 2-605 of the Maryland General Corporation
Law to be made without action by the stockholders and that the
Corporation is registered as an open-end company under the
Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, the undersigned have executed these
Articles of Amendment and do hereby acknowledge that it is the act
and deed of each of them and, under penalty of perjury, to the
best of the knowledge, information and belief of each of them, the
matters and facts contained herein are true in all material
respects.
DATE: December 2, 1999
/s/Hal Liebes
Hal Liebes
Vice President and Secretary
ATTEST:
/s/Stuart J. Cohen
Stuart J. Cohen
Assistant Secretary
