WARBURG PINCUS AGGRESSIVE GROWTH FUND INC
N-1A/A, EX-99.B(2), 2001-01-17
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                            Amendment to the By-Laws
                                       of
                 Warburg, Pincus Large Company Growth Fund, Inc.


     Pursuant to Article VIII of the By-Laws of Warburg, Pincus Large Company
Growth Fund, Inc. the name has changed to Warburg, Pincus Aggressive Growth
Fund, Inc.

Dated the 10th day of May, 2000


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