<PAGE>
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WARBURG, PINCUS INSTITUTIONAL FUND, INC.
HAL LIEBES and STUART J. COHEN, being Vice President and Secretary and
Assistant Secretary, respectively, of WARBURG, PINCUS INSTITUTIONAL FUND, INC.
(the "Corporation"), a corporation organized and existing under and by virtue of
the Maryland Corporation Law, DO HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation adopted the following
resolution at a meeting duly held on May 1, 2000, for amendment of the Articles
of Incorporation of the Corporation:
RESOLVED, that the name of a Series of stock of the Maryland Corporation
be, and hereby is, changed from "Post-Venture Portfolio" to "Warburg Pincus
Post-Venture Portfolio" and that the officers of the Corporation, or their
designees, be, and each of them hereby is, authorized and directed to execute
and file Articles of Amendment to the Corporation's Articles of Incorporation
with the State of Maryland, and supplements or revisions to the Fund's
registration statement, and to do any and all such other lawful acts as may be
necessary or appropriate to perform and carry out the name change.
SECOND: That pursuant to the above resolution of the Board of Directors of
the Corporation, effective as of May 11, 2000, the name of a Series of Stock
listed below be, and hereby is, changed as follows:
CURRENT NAME: PROPOSED NAME:
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POST-VENTURE PORTFOLIO. WARBURG PINCUS POST-VENTURE
PORTFOLIO.
THIRD: That the amendment is limited to a change expressly permitted by
Section 2-605 of the Maryland General Corporation Law to be made without
action by the stockholders and that the Corporation is registered as an
open-end company under the Investment Company Act of 1940, as amended.
IN WITNESS WHEREOF, the undersigned have executed these Articles of
Amendment and do hereby acknowledge that it is the act and deed of each of them
and, under penalty of perjury, to the best of the knowledge, information and
belief of each of them, the matters and facts contained herein are true in all
material respects.
DATE: May 10, 2000 /s/ Hal Liebes
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Hal Liebes
Vice President and Secretary
ATTEST:
/s/Rocco DelGuercio
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Rocco DelGuercio
Assistant Treasurer
