[PROXY]
WARBURG PINCUS FUNDS
[FUND NAME]
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints EUGENE L. PODSIADLO, JANNA
MANES and STUART J. COHEN, and each of them, as proxies of the undersigned, each
with the power to appoint his or her substitute, and hereby authorizes a
majority of them, or any one if only one be present, to represent and to vote,
as designated on the reverse side, all the shares of the Warburg Pincus Fund
named above held of record by the undersigned, or with respect to which the
undersigned is entitled to vote or act, at the Special Meeting of Shareholders
to be held on May 21, 1999 at 3:00 p.m., Eastern time, for the purposes referred
to on the reverse side.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
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NOTE: Please sign exactly as your name(s) appear(s) hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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<PAGE>
[REVERSE SIDE]
PLEASE MARK VOTES
AS IN THIS EXAMPLE [ ]
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WARBURG PINCUS FUNDS
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For Against Abstain
[ ] [ ] [ ]
1. To approve or disapprove a new investment advisory
agreement for the Fund.
VOTE THIS CARD TODAY!
BY MAIL, BY PHONE AT 1-800-848-3409
OR ON-LINE AT WWW.WARBURG.COM
For All Withheld For all
Nominees Except
[ ] [ ] [ ]
2. To elect Directors/Trustees of the Fund:
R.H. Francis W.W. Priest
J.W. Fritz S.N. Rappaport
J.E. Garten A.M. Reichman
J.C. Pasman A.B. Trowbridge
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark the "For All Except" box and
strike a line through the name(s) of the nominee(s).
For Against Abstain
[ ] [ ] [ ]
3. To approve or disapprove a new sub-investment
advisory agreement for the Fund.
(Proposal 3 only applicable to certain funds as
indicated in the accompanying proxy statement).
For Against Abstain
[ ] [ ] [ ]
4. To ratify the selection of Pricewaterhouse Coopers
LLP as independent accountants for the Fund for the
current fiscal year.
Please be sure to sign and date this Proxy.
Date Mark box at right if comments or address change
have been noted on the reverse side of this card. [ ]
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Shareholder sign here Co-owner sign here RECORD DATE SHARES:
