[PROXY]
WARBURG PINCUS FUNDS
[FUND NAME]
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints HAL LIEBES and MICHAEL A. PIGNATARO, and
each of them, as proxies of the undersigned, each with the power to appoint his
substitute, and hereby authorizes either one 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 4:00 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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Nominees Withheld For All
For All Exept
[ ] [ ] [ ]
VOTE THIS CARD TODAY! 1. To elect Directors of the Fund.
BY MAIL, BY PHONE AT 1-800-848-3409
OR ON-LINE AT www.warburg.com 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
[ ] [ ] [ ]
2. To ratify the selection of
PricewaterhouseCoopers 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:
