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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 Prospectus 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 26, 2000, and
(ii) the text of such amendment was filed electronically.
IN WITNESS WHEREOF, I have signed this Certificate on this 1st day of
May, 2000.
WARBURG, PINCUS TRUST II
By:/s/Hal Liebes
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Name: Hal Liebes
Title: Vice President and Secretary
