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WARBURG, PINCUS TRUST II
I, the undersigned, a duly elected officer of the Warburg, Pincus Trust
II, do hereby certify that (i) the form of Prospectuses and Statement of
Additional Information that would have been filed under Rule 497(c) of the
Securities Act of 1933, as amended, would not have differed from those
contained in the most recent registration statement amendment, filed April 28,
1999, and (ii) the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certificate on this 24th day of
May, 1999.
WARBURG, PINCUS TRUST II
By: /s/ Janna Manes
Name: Janna Manes
Title: Vice President and
Secretary
