WARBURG PINCUS TAX FREE FUND INC, 497, 1996-05-10

WARBURG PINCUS TAX FREE FUND INC
497, 1996-05-10

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PROSPECTUS
May 6, 1996

WARBURG PINCUS
GROWTH & INCOME FUND

WARBURG PINCUS
BALANCED FUND

WARBURG PINCUS
TAX FREE FUND

[Logo]

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PROSPECTUS May 6, 1996

Warburg Pincus Funds are a family of open-end mutual funds that offer investors
a variety of investment opportunities. Three funds are described in this
Prospectus:

WARBURG PINCUS GROWTH & INCOME FUND seeks long-term growth of capital and income
and a reasonable current return by investing primarily in equity securities and
in various income producing securities including, but not limited to, dividend
paying equity securities, fixed income securities and money market instruments.

WARBURG PINCUS BALANCED FUND seeks maximum total return through a combination of
long-term growth of capital and current income consistent with preservation of
capital by investing in a diversified portfolio of equity and debt investments
managed using a multi-manager approach.

WARBURG PINCUS TAX FREE FUND seeks maximum current income exempt from federal
income taxes, consistent with preservation of capital, by investing
substantially all its assets in a diversified portfolio of municipal
obligations.

NO LOAD CLASS OF COMMON SHARES
________________________________________________________________________________
Warburg Pincus Growth & Income Fund and Warburg Pincus Balanced Fund each offers
two classes of shares, one of which, the Common Shares, is offered by this
Prospectus (i) directly from the Funds' distributor, Counsellors Securities
Inc., and (ii) through various brokerage firms including Charles Schwab &
Company, Inc. Mutual Fund OneSourceTM Program; Fidelity Brokerage Services, Inc.
FundsNetworkTM Program; Jack White & Company, Inc.; and Waterhouse Securities,
Inc. Common Shares of the Balanced Fund and the Tax Free Fund are subject to a
12b-1 fee of .25% per annum. The Advisor Shares of the Warburg Pincus Growth &
Income and Balanced Funds are offered by separate prospectuses.

LOW MINIMUM INVESTMENT
________________________________________________________________________________
The minimum initial investment in each Fund is $1,000 ($500 for an IRA or
Uniform Gifts to Minors Act account) and the minimum subsequent investment is
$100. Through the Automatic Monthly Investment Plan, subsequent investment
minimums may be as low as $50. See 'How to Purchase Shares.'

This Prospectus briefly sets forth certain information about the Funds that
investors should know before investing. Investors are advised to read this
Prospectus and retain it for future reference. Additional information about each
Fund, contained in a Statement of Additional Information, has been filed with
the Securities and Exchange Commission (the 'SEC') and is available to investors
without charge by calling Warburg Pincus Funds at (800) 927-2874. Information
regarding the status of shareholder accounts may also be obtained by calling
Warburg Pincus Funds at the same number. The Statements of Additional
Information, as amended or supplemented from time to time, bear the same date as
this Prospectus and are incorporated by reference in their entirety into this
Prospectus.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE FUNDS' EXPENSES
________________________________________________________________________________
Warburg Pincus Growth & Income Fund and Balanced Fund each currently offers
two separate classes of shares: Common Shares and Advisor Shares. For a
description of Advisor Shares see 'General Information.' Common Shares of the
Balanced Fund and the Tax Free Fund pay the Fund's distributor a 12b-1 fee. See
'Management of the Funds -- Distributor.'

<TABLE>
<CAPTION>
Growth & Tax
Income Balanced Free
Fund Fund Fund
-------- -------- ----
<S> <C> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)............... 0 0 0
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees (after fee waivers)................. .75% 0 0
12b-1 Fees.......................................... 0 .25% .25%
Other Expenses (after expense reimbursements)....... .51% 1.35% .25%
--- --- ----
Total Fund Operating Expenses (after fee waivers
and expense reimbursements)`D'.................... 1.26% 1.60% .50%
EXAMPLE
You would pay the following expenses
on a $1,000 investment, assuming (1) 5% annual return
and (2) redemption at the end of each time period:
1 year.............................................. $ 13 $ 16 $ 5
3 years............................................. $ 40 $ 50 $ 16
5 years............................................. $ 69 $ 87 $ 28
10 years............................................ $152 $190 $ 63
</TABLE>

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`D' The Funds' investment adviser and co-administrator have undertaken to limit
Total Fund Operating Expenses of each Fund through May 3, 1997 to the
percentages shown above. There is no obligation to continue these waivers
after that time. Absent the waiver of fees by the Funds' investment adviser
and co-administrator, Management Fees for the Balanced and Tax Free Funds
would equal .90% and .50%, respectively, Other Expenses would equal 1.71%
and 2.86%, respectively, and Total Fund Operating Expenses would equal 2.86%
and 3.61%, respectively. Other Expenses for the Funds are based on
annualized estimates of expenses for the fiscal year ending August 31, 1996,
net of expense reimbursements.

---------------------------

The expense table shows the costs and expenses that an investor will bear
directly or indirectly as a Common Shareholder of each Fund. Certain broker-
dealers and financial institutions also may charge their clients fees in
connection with investments in a Fund's Common Shares, which fees are not
reflected in the table. The Example should not be considered a representation of
past or future expenses; actual Fund expenses may be greater or less than those
shown. Moreover, while the Example assumes a 5% annual return, each Fund's
actual performance will vary and may result in a return greater or less than 5%.
Long-term shareholders of the Balanced Fund or the Tax Free Fund may pay more
than the economic equivalent of the maximum front-end sales charges permitted by
the National Association of Securities Dealers, Inc. (the 'NASD').

2
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FINANCIAL HIGHLIGHTS
________________________________________________________________________________
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
The tables below set forth certain information concerning the investment
results of shares of the Warburg Pincus Growth & Income, Balanced and Tax Free
Funds (formerly investment portfolios of The RBB Fund, Inc. (the 'RBB Fund'))
for the periods indicated. The financial data included in these tables for the
six months ended February 29, 1996 has not been audited. The financial data for
each of the years ended August 31, 1991 through 1995 are a part of the RBB
Fund's financial statements, which have been audited by Coopers & Lybrand
L.L.P., the RBB Fund's independent accountants, whose report thereon appears in
the Statement of Additional Information along with the financial statements. The
financial data for the Funds for the year ended August 31, 1990 and the period
ended August 31, 1989 is part of previous financial statements also audited by
Coopers & Lybrand L.L.P. The financial data included in these tables should be
read in conjunction with the financial statements and related notes included in
the Statement of Additional Information. Further information about the
performance of the Funds is contained in the Funds' semi-annual report, dated
February 29, 1996, and the annual report dated August 31, 1995, copies of which
may be obtained without charge by calling Warburg Pincus Funds at (800)
927-2874.

WARBURG PINCUS GROWTH & INCOME FUND(d)

<TABLE>
<CAPTION>
For the
Period
October 6,
1988
(Commencement
For the Six of
Months Ended For the Year Ended August 31, Operations)
February 29, --------------------------------------------------------------- to August 31,
1996 1995 1994 1993 1992 1991 1990 1989
------------ ------- ------- ------- ------ ------- ------ -------------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period............. $ 16.40 $ 14.56 $ 16.72 $ 11.99 $12.11 $ 11.00 $11.53 $ 10.00
------ ------- ------- ------- ------ ------- ------ -----
Income from
Investment
Operations:
Net investment
income........... 0.0758 0.2224 .0785 .0464 .1912 .3744 .3574 .3876
Net gains (losses)
on securities
(both realized
and
unrealized)...... 0.6717 1.9834 1.8151 4.8499 .0402 1.6891 (.1856) 1.4225
------ ------- ------- ------- ------ ------- ------ -----
Total from
investment
operations....... 0.7475 2.2058 1.8936 4.8963 .2314 2.0635 .1718 1.8101
------ ------- ------- ------- ------ ------- ------ -----
Less Distributions:
Dividends (from net
investment
income).......... (0.0942) (0.1824) (.0785) (.0875) (.1871) (.4043) (.3951) (.2833)
Distributions (from
capital gains)... (0.8133) (0.1834) (3.9751) (.0788) (.1643) (.5492) (.3067) --
------ ------- ------- ------- ------ ------- ------ -----
Total
distributions.... (0.9075) (0.3658) (4.0536) (.1663) (.3514) (.9535) (.7018) (.2833)
------ ------- ------- ------- ------ ------- ------ -----
Net asset value, end
of period.......... $ 16.24 $ 16.40 $ 14.56 $ 16.72 $11.99 $ 12.11 $11.00 $ 11.53
------ ------- ------- ------- ------ ------- ------ -----
------ ------- ------- ------- ------ ------- ------ -----
Total Returns....... 4.86%(c) 15.62% 14.41% 41.17%(e) 1.99%(e) 19.91%(e) 1.48%(e 18.48%(c)(e)
Ratios/Supplemental
Data:
Net assets, end of
period (000)..... $1,042,834 $1,038,193 $410,658 $60,689 $28,976 $24,726 $1,396 $ 1,150
Ratios of expenses
to average net
assets........... 1.14%(b) 1.22% 1.28% 1.14% 1.25%(a) 1.30%(a) 1.40%(a) 1.40%(a)(b)
Ratios of net
investment income
to average net
assets........... 0.90%(b) 1.64% .41% .30% 1.66% 3.42% 3.32% 4.32%(b)
Portfolio turnover
rate............... 44%(c) 109% 150% 344% 175% 41% 98% 111%(c)
Average commission
rate............... $ .06
</TABLE>

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(a) Without the waiver of advisory and administration fees and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Warburg Pincus Growth & Income Fund investment
portfolio of the RBB Fund would have been 1.28%, 2.17% and 3.81% for the
years ended August 31, 1992, 1991 and 1990, respectively, and 2.82%
annualized for the period ended August 31, 1989.
(b) Annualized.
(c) Not annualized.
(d) Financial Highlights relate solely to the Common Shares of the Warburg
Pincus Growth & Income Fund investment portfolio of the RBB Fund. Prior to
December 1992, the Warburg Pincus Growth & Income Fund investment portfolio
of the RBB Fund was advised by PNC Institutional Management Corporation.
(e) Sales load not reflected in total return. The sales load was eliminated
effective July 29, 1993.

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WARBURG PINCUS BALANCED FUND(d)

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period............. $ 11.12 $ 11.01 $ 11.71 $ 12.04 $ 12.05 $ 10.60 $ 11.32 $ 10.00
------ ------- ------- ------- ------- ------- ------- ------
Income from Investment
Operations:
Net investment
income........... 0.0621 0.2080 .4132 .5555 .4408 .4213 .4080 .4371
Net gains (losses)
on Securities
(both realized
and
unrealized)...... 0.8646 1.7225 .3248 1.1253 .5155 1.7196 (.2785) 1.2239
------ ------- ------- ------- ------- ------- ------- ------
Total from
investment
operations....... 0.9267 1.9305 .7380 1.6808 .9563 2.1409 .1295 1.6610
------ ------- ------- ------- ------- ------- ------- ------
Less Distributions:
Dividends (from net
investment
income).......... (0.0505) (0.3136) (0.4586) (0.5412) (0.3713) (0.4128) (0.4296) (0.3419)
Distributions (from
capital gains)... (0.1462) (1.5069) (.9794) (1.4696) (.5950) (.2781) (.4199) --
------ ------- ------- ------- ------- ------- ------- ------
Total
distributions.... (0.1967) (1.8205) (1.4380) (2.0108) (.9663) (.6909) (.8495) (.3419)
------ ------- ------- ------- ------- ------- ------- ------
Net asset value, end
of period.......... $ 11.85 $ 11.12 $ 11.01 $ 11.71 $ 12.04 $ 12.05 $ 10.60 $ 11.32
------ ------- ------- ------- ------- ------- ------- ------
------ ------- ------- ------- ------- ------- ------- ------
Total Returns....... 8.44%(c) 21.56% 6.86%(e) 15.27%(e) 8.07%(e) 21.18%(e) 1.09%(e) 17.03%(c)(e)
Ratios/Supplemental
Data:
Net assets, end of
period (000)..... $19,629 $5,342 $808 $762 $1,026 $1,290 $1,373 $1,128
Ratios of expenses
to average net
assets........... 1.60%(a)(b) 1.53%(a) 0%(a) 0%(a) .67%(a) 1.40%(a) 1.40%(a) 1.40%(a)(b)
Ratios of net
investment income
to average net
assets........... 3.03%(b) 2.27% 3.76% 4.13% 3.68% 3.58% 3.80% 4.90%(b)
Portfolio turnover
rate............... 37%(c) 107% 32% 30% 93% 76% 95% 35%(c)
Average commission
rate............... $ .06
</TABLE>

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(a) Without the waiver of advisory and administration fees and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Warburg Pincus Balanced Fund investment
portfolio of the RBB Fund would have been 2.64% (annualized), 6.04%, 5.46%,
5.37%, 3.88%, 3.89% and 3.76% for the six months ended February 29, 1996
and for the years ended August 31, 1995, 1994, 1993, 1992, 1991 and 1990,
respectively, and 2.83% (annualized) for the period ended August 31, 1989.
(b) Annualized.
(c) Not annualized.
(d) Financial Highlights relate solely to the Common Shares of the Warburg
Pincus Balanced Fund investment portfolio of the RBB Fund. Prior to October
1, 1994, the Warburg Pincus Balanced Fund investment portfolio of the RBB
Fund was advised by PNC Institutional Management Corporation.
(e) Sales load not reflected in total return. The sales load was eliminated
effective August 31, 1994.

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WARBURG PINCUS TAX FREE FUND(d)

<TABLE>
<CAPTION>
For the
Period
October 18,
1988
(Commencement
of
For the Six Operations)
Months Ended For the Year Ended August 31, to
February 29, ------------------------------------------------------------------ August 31,
1996 1995 1994 1993 1992 1991 1990 1989
------------ ------- ------- ------- ------- ------- ------ -------------
(Unaudited)

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period............ $ 10.41 $ 10.40 $ 11.53 $ 11.04 $ 10.46 $ 10.05 $10.28 $ 10.00
------ ------- ------- ------- ------- ------- ------ -----
Income from
Investment
Operations:
Net investment
income.......... 0.2569 0.5426 0.6026 0.6385 0.6771 0.6027 .5940 .5273
Net gains (losses)
on securities
(both realized
and
unrealized)..... 0.2100 0.3077 (0.6259) 0.8654 0.6145 0.4402 (.1741) 0.247
------ ------- ------- ------- ------- ------- ------ -----
Total from
investment
operations...... 0.4669 0.8503 (0.0233) 1.5039 1.2916 1.0429 .4199 .7320
------ ------- ------- ------- ------- ------- ------ -----
Less
Distributions:
Dividends (from
net investment
income)......... (0.2569) (0.5426) (0.6092) (0.6725) (0.6345) (0.6212) (.6499) (.4549)
Distributions (in
excess of net
investment
income)......... -- -- (0.0135) -- -- -- -- --
Distributions
(from capital
gains).......... -- (0.2979) (0.4886) (0.3414) (0.0771) (0.0117) -- --
------ ------- ------- ------- ------- ------- ------ -----
Total
distributions... (0.2569) (0.8403) (1.1113) (1.0139) (0.7116) (0.6329) (.6499) (.4549)
------ ------- ------- ------- ------- ------- ------ -----
Net asset value,
end of period..... $ 10.62 $ 10.41 $ 10.40 $ 11.53 $ 11.04 $ 10.46 $10.05 $ 10.28
------ ------- ------- ------- ------- ------- ------ -----
------ ------- ------- ------- ------- ------- ------ -----
Total Returns...... 4.51%(c) 8.89%(e) (0.30%)(e) 14.45%(e) 12.77%(e) 10.66%(e) 4.00%(e) 7.94%(c)(e)
Ratios/Supplemental
Data:
Net assets, end of
period (000).... $4,427 $4,127 $5,465 $6,631 $6,491 $8,840 $1,187 $1,095
Ratios of expenses
to average net
assets.......... .50%(a)(b) .48%(a) .15%(a) .17%(a) .33%(a) .84%(a) 1.25%(a) 1.25%(a)(b)
Ratios of net
investment
income to
average net
assets.......... 4.88%(b) 5.53% 5.51% 5.71% 6.21% 6.02% 5.74% 6.01%(b)
Portfolio turnover
rate.............. 51%(c) 38% 20% 70% 78% 63% 10% 175%(c)
</TABLE>

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(a) Without the waiver of advisory and administration fees and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Warburg Pincus Tax Free Fund investment
portfolio of the RBB Fund would have been 2.91% (annualized), 2.12%, 1.84%,
1.76%, 1.61%, 3.06% and 3.75% for the six months ended February 29, 1996
and for the years ended August 31, 1995, 1994, 1993, 1992, 1991 and 1990,
respectively, and 2.48% annualized for the period ended August 31, 1989.
(b) Annualized.
(c) Not annualized.
(d) Financial Highlights related solely to the Common Shares of the Warburg
Pincus Tax Free Fund investment portfolio of the RBB Fund. Prior to April
10, 1995, the Warburg Pincus Tax Free Fund investment portfolio of the RBB
Fund was advised by PNC Institutional Management Corporation.
(e) Sales load not reflected in total return. The sales load was eliminated
effective February 1, 1995.

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INVESTMENT OBJECTIVES AND POLICIES
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Each Fund's investment objective(s) and policies are non-fundamental policies
and may be changed by the Fund's Board of Directors (the 'Board') without first
obtaining the approval of a majority of the outstanding shares of that Fund. Any
changes may result in the Fund having investment objectives different from those
an investor may have considered at the time of investment. Any investment
involves risk and, therefore, there can be no assurance that any Fund will
achieve its investment objective. See 'Portfolio Investments' and 'Certain
Investment Strategies' for descriptions of certain types of investments the
Funds may make.

GROWTH & INCOME FUND

The Growth & Income Fund's investment objectives are to seek long-term growth
of capital and income and a reasonable current return. The Fund is a diversified
management investment company that pursues its objectives by investing primarily
in equity securities. The policy of the Fund is to invest substantially all of
its assets in equity securities under normal market conditions. Equity
securities include common stocks, securities which are convertible into common
stocks and readily marketable securities, such as rights and warrants, which
derive their value from common stock. The Fund seeks to achieve its income
objective by investing in various income producing securities including, but not
limited to, dividend paying equity securities and fixed income securities. The
portion of the Fund invested from time to time in equity securities, fixed
income securities and money market securities will vary depending on market
conditions, and there may be extended periods when the Fund is primarily
invested in one of them. In addition, the amount of income generated from the
Fund will fluctuate depending on, among other things, the composition of the
Fund's holdings and the level of interest and dividend income paid on those
holdings. Investments in common stock in general are subject to market risks
that may cause their prices to fluctuate over time. Therefore, an investment in
the Fund may be more suitable for long-term investors who can bear the risk of
these fluctuations.
The Fund may invest up to 10% of its total assets in securities of foreign
issuers and may hold from time to time various foreign currencies pending
investment in foreign securities or conversion into U.S. dollars. The Fund may
also purchase without limitation dollar-denominated American Depository Receipts
('ADRs'). ADRs are issued by domestic banks and evidence ownership of underlying
foreign securities. The Fund may also invest up to 5% of its net assets in
mortgage-related and asset-backed securities.

BALANCED FUND

The Balanced Fund's investment objective is to seek to maximize total return
through a combination of long-term growth of capital and current income
consistent with preservation of capital. The Fund is a diversified

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<PAGE>
management investment company that pursues its objective through a policy of
diversified investment in common stocks, convertible and non-convertible
preferred stocks and debt securities, such as government, corporate, bank and
commercial obligations. The Fund may also purchase warrants provided they are
attached to securities that may otherwise be purchased by the Fund. At all
times, the Fund will have a minimum of 25% of its assets in equity securities
and a minimum of 25% in fixed income securities. Compliance with these
percentage requirements may limit the ability of the Fund to maximize total
return. With respect to convertible senior securities, only that portion of the
value of such securities attributable to their fixed income characteristics will
be used for purposes of determining the percentage of the assets of the Fund
that are invested in fixed income securities. The actual percentage of assets
invested in equity and fixed income securities will vary from time to time,
depending on the judgment of Warburg, Pincus Counsellors, Inc., the investment
adviser of each Fund ('Warburg'), as to general market and economic conditions,
trends and yields and interest rates and changes in fiscal and monetary
policies.
The Fund will be managed by a team of senior managers of Warburg. Two
managers are designated overall portfolio strategists and are responsible for
determining the portion of the Fund allocated between equity and fixed income
securities and the allocation among the various equity sectors. See 'Management
of the Funds -- Portfolio Managers' for information about the portfolio
managers.
EQUITY INVESTMENT. Each of the equity portfolio managers will manage an
allocated portion of the equity holdings of the Fund. Each manager will manage
his/her portion with a different investment emphasis or approach, but in each
case consistent with the overall objective of long-term growth of capital for
the Balanced Fund's equity portion.
The four sectors in the equity portion are:
U.S. Value Sector invests primarily in stocks whose acquisition price
represents low absolute or relative value, based on historical and financial
analysis and compared to other stocks and sectors of the Standard & Poor's 500
universe of common stocks and other indexes.
U.S. Small Company Sector invests primarily in common stocks and warrants of
small capitalization and emerging growth U.S. companies that represent
attractive opportunities for maximum capital appreciation. Emerging growth
companies are small- and medium-sized companies that have passed their start up
phase and that show positive earnings and prospects for achieving significant
profit and gain in a relatively short period of time.
U.S. Mid-Cap Sector invests primarily in a diversified portfolio of common
stocks, warrants and securities convertible into or exchangeable for common
stock of 'mid-cap' U.S. companies. These are companies that have market
capitalizations in the $660 million to $13.8 billion range and includes a
potential universe of companies in such indexes as the Russell Midcap Index

<PAGE>

<PAGE>
and Standard & Poor's Midcap 400 Index. The managers attempt to identify sectors
of the market and companies within market sectors that they believe will
outperform the overall market.
International Equity Sector invests primarily in a broadly diversified
portfolio of equity securities of companies that, wherever organized, have their
principal business activities and interests outside the United States. The
international equity managers intend to invest principally in the securities of
financially strong companies with opportunities for growth within growing
international economies and markets through increased earnings power and
improved utilization or recognition of assets. Investments may be made in equity
securities of companies of any size, whether traded on or off a national
securities exchange.
FIXED INCOME INVESTMENT. The fixed income portion invests primarily in debt
instruments such as corporate obligations, U.S. government obligations,
municipal obligations and mortgage-related and asset-backed debt securities.

TAX FREE FUND

The Tax Free Fund's investment objective is to seek to maximize current
interest income which is exempt from federal income taxes, consistent with
preservation of capital. The Fund is a diversified management investment company
that pursues its investment objective by investing substantially all of its
assets in a diversified portfolio of obligations issued by or on behalf of
states, territories and possessions of the United States, the District of
Columbia and their political subdivisions, agencies, instrumentalities and
authorities ('Municipal Obligations'), the interest on which, in the opinion of
bond counsel or counsel to the issuer, as the case may be, is exempt from
regular federal income tax. During normal market conditions, at least 80% of the
net assets of the Fund will be invested in Municipal Obligations the interest on
which is exempt from regular federal income taxes and does not constitute an
item of tax preference for purposes of the federal alternative minimum tax ('Tax
Exempt Interest'). The Fund may also invest up to 5% of its net assets in
mortgage-related and asset-backed securities.

PORTFOLIO INVESTMENTS
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ALL FUNDS
U.S. GOVERNMENT OBLIGATIONS. The obligations issued or guaranteed by the U.S.
government in which a Fund may invest include direct obligations of the U.S.
Treasury and obligations issued by U.S. government agencies and
instrumentalities. Included among direct obligations of the United States are
Treasury Bills, Treasury Notes and Treasury Bonds, which differ principally in
terms of their maturities. Treasury Bills have maturities of less than one year,
Treasury Notes have maturities of one to 10 years and Treasury Bonds generally
have maturities of greater than 10 years at the date of issuance. Included among
the obligations issued by agencies and instrumentalities of the United States
are: instruments that are supported by the full faith and credit of the United
States (such as certificates issued by the Government

<PAGE>

<PAGE>
National Mortgage Association); instruments that are supported by the right of
the issuer to borrow from the U.S. Treasury (such as securities of Federal Home
Loan Banks); and instruments that are supported by the credit of the
instrumentality (such as Federal National Mortgage Association and Federal Home
Loan Mortgage Corporation bonds).
TEMPORARY DEFENSIVE MEASURES. When Warburg believes that a defensive posture
is warranted, the Growth & Income Fund and the Balanced Fund may invest
temporarily without limit in U.S. dollar-denominated money market obligations,
including repurchase agreements. The Tax Free Fund may hold uninvested cash
reserves pending investment, during temporary defensive periods or when, in the
opinion of Warburg, suitable Municipal Obligations are unavailable. Uninvested
cash reserves will not earn income.

GROWTH & INCOME FUND AND BALANCED FUND

INVESTMENT GRADE DEBT. The Growth & Income and Balanced Funds may each invest
in investment grade debt securities and preferred stocks. Debt obligations of
corporations in which the Funds may invest include corporate bonds, debentures,
debentures convertible into common stocks and notes. The interest income to be
derived may be considered as one factor in selecting debt securities for
investment by Warburg. The market value of debt obligations may be expected to
vary depending upon, among other factors, interest rates, the ability of the
issuer to repay principal and interest, any change in investment rating and
general economic conditions. A security will be deemed to be investment grade if
it is rated within the four highest grades by Moody's Investors Service, Inc.
('Moody's') or Standard & Poor's Ratings Group ('S&P') or, if unrated, is
determined to be of comparable quality by Warburg. Bonds rated in the fourth
highest grade may have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments than is the case with higher grade
bonds.
In selecting debt securities for a Fund, Warburg will review and monitor the
creditworthiness of each issuer and issue, in addition to relying on ratings
assigned by Moody's or S&P. Interest rate trends and specific developments which
may affect individual issuers will also be analyzed. The Balanced Fund may only
invest in debt securities rated within the three highest grades by Moody's or
S&P or, if unrated, determined to be of comparable quality by Warburg.
Subsequent to its purchase by a Fund, an issue of securities may cease to be
rated or its rating may be reduced below the minimum required for purchase by
the Fund. Neither event will require sale of such securities and downgraded
securities may be retained without limit as to quantity or quality, although
Warburg will consider such event in its determination of whether the Fund should
continue to hold the securities.
LOWER-RATED SECURITIES. Lower-rated and comparable unrated securities
(commonly referred to as 'junk bonds'), which a Fund may come to hold as a
result of a downgrade (i) will likely have some quality and protective
characteristics that, in the judgment of the rating organization, are

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outweighed by large uncertainties or major risk exposures to adverse conditions
and (ii) are predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the
obligations. The market values of certain of these securities also tend to be
more sensitive to individual corporate developments and changes in economic
conditions than higher-quality securities. In addition, medium- and lower-rated
securities and comparable unrated securities generally present a higher degree
of credit risk. The risk of loss due to default by such issuers is significantly
greater because medium- and lower-rated securities and unrated securities
generally are unsecured and frequently are subordinated to the prior payment of
senior indebtedness.
The market value of securities in lower-rated categories is more volatile
than that of higher quality securities. In addition, a Fund may have difficulty
disposing of certain of these securities because there may be a thin trading
market, which may also make it more difficult for a Fund to obtain accurate
market quotations for purposes of calculating a Fund's net asset value.
REPURCHASE AGREEMENTS. The Growth & Income Fund and the Balanced Fund may
invest in repurchase agreement transactions with member banks of the Federal
Reserve System and certain non-bank dealers. Repurchase agreements are contracts
under which the buyer of a security simultaneously commits to resell the
security to the seller at an agreed-upon price and date. Under the terms of a
typical repurchase agreement, a Fund would acquire any underlying security for a
relatively short period (usually not more than one week) subject to an
obligation of the seller to repurchase, and the Fund to resell, the obligation
at an agreed-upon price and time, thereby determining the yield during the
Fund's holding period. This arrangement results in a fixed rate of return that
is not subject to market fluctuations during the Fund's holding period. The
value of the underlying securities will at all times be at least equal to the
total amount of the purchase obligation, including interest. The Fund bears a
risk of loss in the event that the other party to a repurchase agreement
defaults on its obligations or becomes bankrupt and the Fund is delayed or
prevented from exercising its right to dispose of the collateral securities,
including the risk of a possible decline in the value of the underlying
securities during the period while the Fund seeks to assert this right. Warburg,
acting under the supervision of each Fund's Board, monitors the creditworthiness
of those bank and non-bank dealers with which the Fund enters into repurchase
agreements to evaluate this risk. A repurchase agreement is considered to be a
loan under the Investment Company Act of 1940, as amended (the '1940 Act').
CONVERTIBLE SECURITIES. Convertible securities in which the Growth & Income
Fund and the Balanced Fund may invest, including both convertible debt and
convertible preferred stock, may be converted at either a stated price or stated
rate into underlying shares of common stock. Because of this feature,
convertible securities enable an investor to benefit from increases in the
market price of the underlying common stock. Convertible securities

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provide higher yields than the underlying equity securities, but generally offer
lower yields than non-convertible securities of similar quality. The value of
convertible securities fluctuates in relation to changes in interest rates like
bonds and, in addition, fluctuates in relation to the underlying common stock.

BALANCED FUND

MORTGAGE-RELATED AND ASSET-BACKED DEBT SECURITIES. The Balanced Fund may
purchase mortgage-related debt securities without limit. Such securities
represent interests in pools of mortgage loans made by lenders such as savings
and loan institutions, mortgage bankers, commercial banks and others and
assembled for sale to investors by various governmental, government-related and
private organizations. Mortgage-related securities are based on different types
of mortgages, including those on commercial real estate or residential
properties. Mortgage-related securities in which the Fund may invest include
adjustable rate securities. The Fund may also invest in asset-backed securities
which are backed by installment sales contracts, credit card receivables or
other assets. The remaining maturity of any asset-backed security the Fund
invests in will be 397 days or less. As new types of mortgage-related securities
will likely be developed in the future, the Fund may invest in them if Warburg
determines they are consistent with the Fund's investment objectives and
policies.
Non-government mortgage-related securities may offer higher yields than those
issued by governmental or government-related entities, but may be subject to
greater price fluctuations and, in addition, may not be readily marketable.
The existence of any insurance or guarantees supporting mortgage-related or
asset-backed securities and the creditworthiness of the issuer will be
considered in determining whether a security meets the Fund's investment
standards, although the Fund may purchase mortgage-related and asset-backed
securities without insurance or guarantees if Warburg determines that the issuer
is creditworthy.
The value of mortgage-related and asset-backed securities may change due to
shifts in the market's perception of issuers, and regulatory or tax changes may
adversely affect the mortgage or asset-backed securities market as a whole.
Foreclosures and prepayments, which occur when unscheduled or early payments are
made on the underlying mortgages, may shorten the effective maturities of these
securities, and the Fund's yield may be affected by reinvestment of prepayments
at higher or lower rates than the original investment. Prepayments may tend to
increase due to refinancing of mortgages as interest rates decline. In addition,
like other debt securities, the values of mortgage-related and asset-backed
securities will generally fluctuate in response to interest rates.

RISK FACTORS AND SPECIAL CONSIDERATIONS
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Investing in securities is subject to the inherent risk of fluctuations in
prices. For certain additional risks relating to each Fund's investments,

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including with respect to high portfolio turnover, foreign securities and
lower-rated securities, see 'Portfolio Investments' beginning at page 8 and
'Certain Investment Strategies' beginning at page 13.
NON-PUBLICLY TRADED SECURITIES; RULE 144A SECURITIES. Each Fund may purchase
securities that are not registered under the Securities Act of 1933, as amended
(the '1933 Act'), but that can be sold to 'qualified institutional buyers' in
accordance with Rule 144A under the 1933 Act ('Rule 144A Securities'). An
investment in Rule 144A Securities will be considered illiquid and therefore
subject to each Fund's limitation on the purchase of illiquid securities, unless
the Fund's Board determines on an ongoing basis that an adequate trading market
exists for the security. In addition to an adequate trading market, the Boards
will also consider factors such as trading activity, availability of reliable
price information and other relevant information in determining whether a Rule
144A Security is liquid. This investment practice could have the effect of
increasing the level of illiquidity in the Funds to the extent that qualified
institutional buyers become uninterested for a time in purchasing Rule 144A
Securities. The Board of each Fund will carefully monitor any investments by the
Fund in Rule 144A Securities. The Boards may adopt guidelines and delegate to
Warburg the daily function of determining and monitoring the liquidity of Rule
144A Securities, although each Board will retain ultimate responsibility for any
determination regarding liquidity.
Non-publicly traded securities (including Rule 144A Securities) may involve a
high degree of business and financial risk and may result in substantial losses.
These securities may be less liquid than publicly traded securities, and a Fund
may take longer to liquidate these positions than would be the case for publicly
traded securities. Although these securities may be resold in privately
negotiated transactions, the prices realized on such sales could be less than
those originally paid by the Fund. Further, companies whose securities are not
publicly traded may not be subject to the disclosure and other investor
protection requirements applicable to companies whose securities are publicly
traded. A Fund's investment in illiquid securities is subject to the risk that
should the Fund desire to sell any of these securities when a ready buyer is not
available at a price that is deemed to be representative of their value, the
value of the Fund's net assets could be adversely affected.

BALANCED FUND

EMERGING GROWTH AND SMALL COMPANIES. Investing in securities of emerging
growth and small- and medium-sized companies may involve greater risks since
these securities may have limited marketability and, thus, may be more volatile
than securities of larger, more established companies or the market in general.
Because small- and medium-sized companies normally have fewer shares outstanding
than larger companies, it may be more difficult for the Fund to buy or sell
significant amounts of such shares without an unfavorable impact on prevailing
prices. Small-sized companies

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may have limited product lines, markets or financial resources and may lack
management depth. In addition, small- and medium-sized companies are typically
subject to a greater degree of changes in earnings and business prospects than
are larger, more established companies. There is typically less publicly
available information concerning small- and medium-sized companies than for
larger, more established ones. Although investing in securities of emerging
growth companies offers potential for above-average returns if the companies are
successful, the risk exists that the companies will not succeed and the prices
of the companies' shares could significantly decline in value. Therefore, the
Balanced Fund's U.S. Small Company Sector and Mid-Cap Sector may involve a
greater degree of risk than investment in better-known, larger companies.

PORTFOLIO TRANSACTIONS AND TURNOVER RATE
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A Fund will attempt to purchase securities with the intent of holding them
for investment but may purchase and sell portfolio securities whenever Warburg
believes it to be in the best interests of the relevant Fund. A Fund will not
consider portfolio turnover rate a limiting factor in making investment
decisions consistent with its investment objective and policies. It is not
possible to predict the Funds' portfolio turnover rates. However, it is
anticipated that the Growth & Income Fund's annual turnover rate should not
exceed 150% and the Balanced and Tax Free Funds' portfolio turnover rates should
not exceed 100%. High portfolio turnover rates (100% or more) may result in
dealer markups or underwriting commissions as well as other transaction costs,
including correspondingly higher brokerage commissions. In addition, short-term
gains realized from portfolio turnover may be taxable to shareholders as
ordinary income. See 'Dividends, Distributions and Taxes -- Taxes' below and
'Investment Policies -- Portfolio Transactions' in each Fund's Statement of
Additional Information.
All orders for transactions in securities or options on behalf of a Fund are
placed by Warburg with broker-dealers that it selects, including Counsellors
Securities Inc., the Funds' distributor ('Counsellors Securities'). A Fund may
utilize Counsellors Securities in connection with a purchase or sale of
securities when Warburg believes that the charge for the transaction does not
exceed usual and customary levels and when doing so is consistent with
guidelines adopted by the Board.

CERTAIN INVESTMENT STRATEGIES
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Although there is no current intention of doing so during the coming year,
each Fund is authorized to engage in the following investment strategies: (i)
lending portfolio securities, (ii) entering into reverse repurchase agreements
and (iii) in the case of the Tax Free Fund, engaging in options and futures
transactions. Detailed information concerning each Fund's strategies and related
risks is contained below and in the Fund's Statement of Additional Information.

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STRATEGY AVAILABLE TO ALL FUNDS

SHORT SALES AGAINST THE BOX. Each Fund may enter into a short sale of
securities such that when the short position is open the Fund owns an equal
amount of the securities sold short or owns preferred stocks or debt securities,
convertible or exchangeable without payment of further consideration, into an
equal number of securities sold short. This kind of short sale, which is
referred to as one 'against the box,' will be entered into by a Fund for the
purpose of receiving a portion of the interest earned by the executing broker
from the proceeds of the sale. The proceeds of the sale will generally be held
by the broker until the settlement date when the Fund delivers securities to
close out its short position. Although prior to delivery the Fund will have to
pay an amount equal to any dividends paid on the securities sold short, the Fund
will receive the dividends from the securities sold short or the dividends from
the preferred stock or interest from the debt securities convertible or
exchangeable into the securities sold short, plus a portion of the interest
earned from the proceeds of the short sale. A Fund will deposit, in a segregated
account with its custodian or a qualified subcustodian, the securities sold
short or convertible or exchangeable preferred stocks or debt securities in
connection with short sales against the box. The Fund will endeavor to offset
transaction costs associated with short sales against the box with the income
from the investment of the cash proceeds.
The extent to which a Fund may make short sales may be limited by
requirements of the Internal Revenue Code of 1986, as amended (the 'Code'), for
qualification as a regulated investment company. See 'Dividends, Distributions
and Taxes' for other tax considerations applicable to short sales.

STRATEGIES AVAILABLE TO THE GROWTH & INCOME FUND AND
THE BALANCED FUND

FOREIGN SECURITIES. Each of the Growth & Income Fund and the Balanced Fund
may invest up to 10% of its total assets in the securities of foreign issuers.
There are certain risks involved in investing in securities of companies and
governments of foreign nations which are in addition to the usual risks inherent
in U.S. investments. These risks include those resulting from fluctuations in
currency exchange rates, revaluation of currencies, future adverse political and
economic developments and the possible imposition of currency exchange blockages
or other foreign governmental laws or restrictions, reduced availability of
public information concerning issuers, the lack of uniform accounting, auditing
and financial reporting standards and other regulatory practices and
requirements that are often generally less rigorous than those applied in the
United States. Moreover, securities of many foreign companies may be less liquid
and their prices more volatile than those of securities of comparable U.S.
companies. Certain foreign countries are known to experience long delays between
the trade and settlement dates of securities purchased or sold. In addition,
with respect to certain foreign countries, there is the possibility of
expropriation, nationalization,

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confiscatory taxation and limitations on the use or removal of funds or other
assets of the Funds, including the withholding of dividends. Foreign securities
may be subject to foreign government taxes that would reduce the net yield on
such securities. Moreover, individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments positions. Investment in foreign securities will also result
in higher operating expenses due to the cost of converting foreign currency into
U.S. dollars, the payment of fixed brokerage commissions on foreign exchanges,
which generally are higher than commissions on U.S. exchanges, higher valuation
and communications costs and the expense of maintaining securities with foreign
custodians.
OPTIONS AND FUTURES TRANSACTIONS. At the discretion of Warburg, each Fund
may, but is not required to, engage in a number of strategies involving options
and futures contracts. These strategies, commonly referred to as 'derivatives,'
may be used (i) for the purpose of hedging against a decline in value of a
Fund's current or anticipated portfolio holdings and (ii) in the case of the
Growth & Income Fund, (a) as a substitute for purchasing or selling portfolio
securities or (b) to seek to generate income to offset expenses or increase
return. Transactions that are not considered hedging should be considered
speculative and may serve to increase the Growth & Income Fund's investment
risk. Transaction costs and any premiums associated with these strategies, and
any losses incurred, will affect a Fund's net asset value and performance.
Therefore, an investment in a Fund may involve a greater risk than an investment
in other mutual funds that do not utilize these strategies. The Funds' use of
these strategies may be limited by position and exercise limits established by
securities and commodities exchanges and the NASD and by the Code.
Securities and Stock Index Options. Each Fund may write covered call options
and put options and purchase put and call options on securities and stock
indexes and will realize fees (referred to as 'premiums') for granting the
rights evidenced by the options. Such options may be traded on an exchange or
may trade over-the-counter ('OTC'). The purchaser of a put option on a security
has the right to compel the purchase by the writer of the underlying security,
while the purchaser of a call option has the right to purchase the underlying
security from the writer. A stock index measures the movement of a certain group
of stocks by assigning relative values to the stocks included in the index.
The potential loss associated with purchasing an option is limited to the
premium paid, and the premium would partially offset any gains achieved from its
use. However, for an option writer the exposure to adverse price movements in
the underlying security or index is potentially unlimited during the exercise
period. Writing securities options may result in substantial losses to a Fund,
force the sale or purchase of portfolio securities at inopportune times or at
less advantageous prices, limit the amount of

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appreciation the Fund could realize on its investments or require the Fund to
hold securities it would otherwise sell.
Futures Contracts and Related Options. Each Fund may enter into interest rate
and securities index futures contracts and purchase and write (sell) related
options that are traded on an exchange designated by the Commodity Futures
Trading Commission (the 'CFTC') or, if consistent with CFTC regulations, on
foreign exchanges. These futures contracts are standardized contracts for the
future delivery of an interest rate sensitive security or, in the case of index
futures contracts, are settled in cash with reference to a specified multiplier
times the change in the specified interest rate or index. An option on a futures
contract gives the purchaser the right, in return for the premium paid, to
assume a position in a futures contract.
Aggregate initial margin and premiums required to establish positions other
than those considered by the CFTC to be 'bona fide hedging' will not exceed 5%
of a Fund's net asset value, after taking into account unrealized profits and
unrealized losses on any such contracts. Although the Funds are limited in the
amount of assets that may be invested in futures transactions, there is no
overall limit on the percentage of Fund assets that may be at risk with respect
to futures activities. However, the Growth & Income Fund may not write put
options or purchase or sell futures contracts or options on futures contracts to
hedge more than its total assets unless immediately after any such transaction
the aggregate amount of premiums paid on put options and the amount of margin
deposits on its existing futures positions do not exceed 5% of its total assets.
Hedging Considerations. A hedge is designed to offset a loss on a portfolio
position with a gain in the hedge position; at the same time, however, a
properly correlated hedge will result in a gain in the portfolio position being
offset by a loss in the hedge position. As a result, the use of options and
futures transactions for hedging purposes could limit any potential gain from an
increase in value of the position hedged. In addition, the movement in the
portfolio position hedged may not be of the same magnitude as movement in the
hedge. A Fund will engage in hedging transactions only when deemed advisable by
Warburg, and successful use of hedging transactions will depend on Warburg's
ability to correctly predict movements in the hedge and the hedged position and
the correlation between them, which could prove to be inaccurate. Even a
well-conceived hedge may be unsuccessful to some degree because of unexpected
market behavior or trends.
Additional Considerations. To the extent that a Fund engages in the
strategies described above, the Fund may experience losses greater than if these
strategies had not been utilized. In addition to the risks described above,
these instruments may be illiquid and/or subject to trading limits, and the Fund
may be unable to close out an option or futures position without incurring
substantial losses, if at all. A Fund is also subject to the risk of a default
by a counterparty to an off-exchange transaction.

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Asset Coverage. Each Fund will comply with applicable regulatory requirements
designed to eliminate any potential for leverage with respect to options written
by the Fund on securities and indexes and interest rate and index futures
contracts and options on these futures contracts. The use of these strategies
may require that the Fund maintain cash or certain liquid high-grade debt
obligations or other assets that are acceptable as collateral to the appropriate
regulatory authority in a segregated account with its custodian or a designated
sub-custodian to the extent the Fund's obligations with respect to these
strategies are not otherwise 'covered' through ownership of the underlying
security or financial instrument or by other portfolio positions or by other
means consistent with applicable regulatory policies. Segregated assets cannot
be sold or transferred unless equivalent assets are substituted in their place
or it is no longer necessary to segregate them. As a result, there is a
possibility that segregation of a large percentage of the Fund's assets could
impede portfolio management or the Fund's ability to meet redemption requests or
other current obligations.

STRATEGIES AVAILABLE TO THE BALANCED FUND AND
THE TAX FREE FUND

MUNICIPAL OBLIGATIONS. The two principal types of Municipal Obligations, in
terms of the source of payment of debt service on the bonds, are general
obligation bonds and revenue securities, and a Fund may hold both in any
proportion. General obligation bonds are secured by the issuer's pledge of its
full faith, credit and taxing power for the payment of principal and interest.
Revenue securities are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise or other specific revenue source but not from the general taxing
power.
Although the Tax Free Fund may invest more than 25% of its net assets in (i)
Municipal Obligations whose issuers are in the same state, (ii) Municipal
Obligations the interest on which is paid solely from revenues of similar
projects and (iii) private activity bonds bearing Tax Exempt Interest (described
below), it does not currently intend to do so on a regular basis. To the extent
a Fund's assets are concentrated in Municipal Obligations that are payable from
the revenues of economically related projects or facilities or whose issuers are
located in the same state, the Fund will be subject to the peculiar risks
presented by the laws and economic conditions relating to such states or
projects or facilities to a greater extent than it would be if its assets were
not so concentrated.
Private Activity Bonds; Alternative Minimum Tax Bonds. The Funds may invest
in 'Alternative Minimum Tax Bonds,' which are certain private activity bonds
issued after August 7, 1986 to finance certain non-governmental activities.
While the income from Alternative Minimum Tax Bonds is exempt from regular
federal income tax, it is a tax preference item for purposes of the federal
individual and corporate 'alternative minimum tax.' The alternative minimum tax
is a special tax that applies to a limited

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number of taxpayers who have certain adjustments or tax preference items.
Available returns on Alternative Minimum Tax Bonds acquired by a Fund may be
lower than those from other Municipal Obligations acquired by a Fund due to the
possibility of federal, state and local alternative minimum or minimum income
tax liability on Alternative Minimum Tax Bonds. Depending on market conditions,
the Tax Free Fund may invest up to 20% of its net assets in private activity
bonds.
Variable Rate Notes. Municipal Obligations purchased by a Fund may include
variable rate demand notes issued by industrial development authorities and
other governmental entities. Variable rate demand notes are tax exempt Municipal
Obligations that provide for a periodic adjustment in the interest rate paid on
the notes. While there may be no active secondary market with respect to a
particular variable rate demand note purchased by a Fund, the Fund may, upon
notice as specified in the note, demand payment of the principal of and accrued
interest on the note at any time or during specified periods not exceeding one
year (depending on the instrument involved) and may resell the note at any time
to a third party. The absence of such an active secondary market, however, could
make it difficult for the Fund to dispose of the variable rate demand note
involved in the event the issuer of the note defaulted on its payment
obligations and during the periods that the Fund is not entitled to exercise its
demand rights, and a Fund could, for this or other reasons, suffer a loss to the
extent of the default plus any expenses involved in an attempt to recover the
investment.
Variable rate demand notes are frequently not rated by credit rating
agencies, but unrated notes purchased by the Fund will have been determined by
Warburg to be of comparable quality at the time of the purchase to rated
instruments purchasable by the Fund. Warburg monitors the continuing
creditworthiness of issuers of such notes to determine whether the Fund should
continue to hold such notes.
Ratings. The Funds may invest in Municipal Obligations which are determined
by Warburg to present minimal credit risks and which at the time of purchase are
considered to be 'high grade' -- e.g., rated 'A' or higher by S&P or Moody's in
the case of bonds; rated 'SP-1' by S&P or 'MIG-1' by Moody's ('MIG-2' in the
case of the Balanced Fund) in the case of notes; rated 'VMIG-1' by Moody's in
the case of variable rate demand notes ('VMIG-2' by Moody's in the case of the
Balanced Fund); or, in the case of the Tax Free Fund, rated 'A-1' by S&P or
'Prime-1' by Moody's in the case of tax exempt commercial paper. In addition,
the Tax Free Fund may invest in 'high quality' notes and tax exempt commercial
paper rated 'MIG-2,' 'VMIG-2' or 'Prime-2' by Moody's or 'A-2' by S&P if deemed
advisable by Warburg. The Funds may also purchase securities that are unrated at
the time of purchase provided that the securities are determined to be of
comparable quality by Warburg. The applicable Municipal Obligations ratings are
described in the Appendix to each Fund's Statement of Additional Information.

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Stand-by Commitments. The Tax Free Fund may acquire stand-by commitments with
respect to Municipal Obligations held in its portfolio. Under a stand-by
commitment, which is commonly known as a 'put,' a dealer agrees to purchase, at
the Fund's option, specified Municipal Obligations at a specified price. The
Fund may pay for stand-by commitments either separately in cash or by paying a
higher price for the securities acquired with the commitment, thus increasing
the cost of the securities and reducing the yield otherwise available from them,
and will be valued at zero in determining the Fund's net asset value. The
principal risk of stand-by commitments is that the writer of a commitment may
default on its obligation to repurchase the securities acquired with it. The
Fund intends to enter into stand-by commitments only with brokers, dealers and
banks that, in the opinion of Warburg, present minimal credit risks. The total
amount paid for outstanding stand-by commitments will not exceed 1/2 of 1% of
the value of the Fund's total assets calculated immediately after the stand-by
commitment is acquired. The Fund will acquire stand-by commitments only in order
to facilitate portfolio liquidity and does not intend to exercise its rights
under stand-by commitments for trading purposes.
WHEN-ISSUED SECURITIES AND DELAYED-DELIVERY TRANSACTIONS. The Funds may each
purchase securities on a when-issued or delayed-delivery basis. In these
transactions, payment for and delivery of the securities occur beyond the
regular settlement dates, normally within 30-45 days after the transaction. The
payment obligation and the interest rate that will be received in when-issued
and delayed-delivery transactions are fixed at the time the buyer enters into
the commitment. Due to fluctuations in the value of securities purchased on a
when-issued or delayed-delivery basis, the yields obtained on such securities
may be higher or lower than the yields available in the market on the dates when
the investments are actually delivered to the buyers. When-issued securities may
include securities purchased on a 'when, as and if issued' basis under which the
issuance of the security depends on the occurrence of a subsequent event, such
as approval of a merger, corporate reorganization or debt restructuring. Each
Fund is required to segregate assets equal to the amount of its when-issued and
delayed-delivery purchase commitments.

STRATEGY AVAILABLE TO THE TAX FREE FUND

TAX EXEMPT DERIVATIVE SECURITIES. The Tax Free Fund may invest in tax exempt
derivative securities such as tender option bonds, custodial receipts,
participations, beneficial interests in trusts and partnership interests. A
typical tax exempt derivative security involves the purchase of an interest in a
pool of Municipal Obligations which interest includes a tender option, demand or
other feature, allowing the Fund to tender the underlying Municipal Obligation
to a third party at periodic intervals and to receive the principal amount
thereof. In some cases, Municipal Obligations are represented by custodial
receipts evidencing rights to future principal or interest payments, or both, on
underlying Municipal Obligations held by a

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custodian and such receipts include the option to tender the underlying
securities to the sponsor (usually a bank, broker-dealer or other financial
institution). Although the Internal Revenue Service has not ruled on whether the
interest received on derivative securities in the form of participation
interests or custodial receipts is Tax Exempt Interest, opinions relating to the
validity of, and the tax exempt status of payments received by, the Fund from
such derivative securities are rendered by counsel to the respective sponsors of
such derivatives and relied upon by the Fund in purchasing such securities.
Neither the Fund nor Warburg will review the proceedings relating to the
creation of any tax exempt derivative securities or the basis for such legal
opinions.

INVESTMENT GUIDELINES
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Each Fund may invest up to 15% of its net assets in securities with
contractual or other restrictions on resale and other instruments that are not
readily marketable ('illiquid securities'), including (i) securities issued as
part of a privately negotiated transaction between an issuer and one or more
purchasers; (ii) time deposits maturing in more than seven calendar days; (iii)
certain Rule 144A Securities and (iv) in the case of the Growth & Income and
Balanced Funds, repurchase agreements with maturities greater than seven days.
In addition, up to 5% of each Fund's total assets may be invested in the
securities of issuers which have been in continuous operation for less than
three years. Each Fund may borrow from banks for temporary or emergency
purposes, such as meeting anticipated redemption requests, provided that reverse
repurchase agreements and any other borrowing by the Fund may not exceed 30% of
its total assets at the time of borrowing. Each Fund may also pledge its assets
in connection with borrowings up to 125% of the amount borrowed. Whenever
borrowings (including reverse repurchase agreements) exceed 5% of the value of
the Fund's total assets, the Fund will not purchase portfolio securities. Except
for the limitations on borrowing, the investment guidelines set forth in this
paragraph may be changed at any time without shareholder consent by vote of the
Board of each Fund, subject to the limitations contained in the 1940 Act. A
complete list of investment restrictions that each Fund has adopted identifying
additional restrictions that cannot be changed without the approval of the
majority of the Fund's outstanding shares is contained in each Fund's Statement
of Additional Information.

MANAGEMENT OF THE FUNDS
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INVESTMENT ADVISER. Each Fund employs Warburg as its investment adviser.
Warburg, subject to the control of each Fund's officers and the Board, manages
the investment and reinvestment of the assets of the Funds in accordance with
each Fund's investment objective and stated investment policies. Warburg makes
investment decisions for each Fund and places orders to purchase or sell
securities on behalf of each such Fund. Warburg also employs a support staff of
management personnel to provide services to

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the Funds and furnishes each Fund with office space, furnishings and equipment.
For the services provided by Warburg, the Growth & Income Fund, the Balanced
Fund and the Tax Free Fund pay Warburg a fee calculated at an annual rate of
.75%, .90% and .50%, respectively, of the Fund's average daily net assets.
Although in the case of the Growth & Income Fund and the Balanced Fund this
advisory fee is higher than that paid by most other investment companies,
including money market and fixed income funds, Warburg believes that it is
comparable to fees charged by other mutual funds with similar policies and
strategies. The advisory agreement between each Fund and Warburg provides that
Warburg will reimburse the Fund to the extent certain expenses that are
described in the Statement of Additional Information exceed applicable state
expense limitations. Warburg and each Fund's co-administrators may voluntarily
waive a portion of their fees from time to time and temporarily limit the
expenses to be paid by the Fund.
Warburg is a professional investment counselling firm which provides
investment services to investment companies, employee benefit plans, endowment
funds, foundations and other institutions and individuals. As of February 29,
1996, Warburg managed approximately $14.0 billion of assets, including
approximately $7.7 billion of investment company assets. Incorporated in 1970,
Warburg is a wholly owned subsidiary of Warburg, Pincus Counsellors G.P.
('Warburg G.P.'), a New York general partnership. E.M. Warburg, Pincus & Co.,
Inc. ('EMW') controls Warburg through its ownership of a class of voting
preferred stock of Warburg. Warburg G.P. has no business other than being a
holding company of Warburg and its subsidiaries. Warburg's address is 466
Lexington Avenue, New York, New York 10017-3147.
PORTFOLIO MANAGERS. GROWTH & INCOME FUND. Anthony G. Orphanos, a managing
director of EMW, has been portfolio manager of the Fund since November 1991. Mr.
Orphanos has been with Warburg since 1977. Linda Diaz, assistant vice president
of Warburg, is a research analyst and assistant portfolio manager of the Fund.
Ms. Diaz has been with Warburg since 1995, before which time she was an
assistant vice president and portfolio manager in the asset management division
for Kidder Peabody & Co.
BALANCED FUND. As described above, the Fund is managed using a multi-manager
approach where different managers are responsible for sectors of the Fund's
portfolio. Anthony G. Orphanos and Dale C. Christensen are the overall portfolio
strategists for the Fund and are responsible for determining the portion of the
Fund's portfolio to be allocated among sectors.
U.S. Value Sector. The U.S. Value Sector is managed by Anthony G. Orphanos,
portfolio manager of the Growth & Income Fund.
U.S. Small Company Sector. Elizabeth B. Dater and Stephen J. Lurito manage
the U.S. Small Company Sector. Ms. Dater, a senior managing director of EMW, has
been a portfolio manager of Warburg since 1978. Mr. Lurito, a

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managing director of EMW, has been with Warburg since 1987, before which time he
was a research analyst at Sanford C. Bernstein & Company, Inc.
U.S. Mid-Cap Sector. George U. Wyper and Susan L. Black, senior managing
directors of Warburg, manage the U.S. Mid-Cap Sector. Mr. Wyper joined Warburg
in August 1994, before which time he was chief investment officer of White River
Corporation and president of Hanover Advisors, Inc. (1993-August 1994) and chief
investment officer of Fund American Enterprises, Inc. (1990-1993). Ms. Black has
been with Warburg since 1985.
International Equity Sector. Richard H. King and Nicholas Horsley manage the
International Equity Sector. Mr. King, a senior managing director of EMW, has
been with Warburg since 1988. Mr. Horsley is a senior vice president of Warburg
and has been with Warburg since 1993, before which time he was a director,
portfolio manager and analyst at Barclays deZoete Wedd in New York City.
Fixed Income Sector. Dale C. Christensen, a managing director of EMW, manages
the Fixed Income Sector and has been with Warburg since 1989.
TAX FREE FUND. Dale C. Christensen, portfolio manager of the Fixed Income
Sector of the Balanced Fund, and Sharon B. Parente are portfolio managers of the
Fund. Ms. Parente is a senior vice president of Warburg and has been with
Warburg since 1992, before which time she was a vice president at Citibank, N.A.
CO-ADMINISTRATORS. The Funds employ Counsellors Funds Service, Inc.
('Counsellors Service'), a wholly owned subsidiary of Warburg, as a co-
administrator. As co-administrator, Counsellors Service provides shareholder
liaison services to the Funds including responding to shareholder inquiries and
providing information on shareholder investments. Counsellors Service also
performs a variety of other services, including furnishing certain executive and
administrative services, acting as liaison between the Funds and their various
service providers, furnishing corporate secretarial services, which include
preparing materials for meetings of the Board, preparing proxy statements and
annual, semiannual and quarterly reports, assisting in other regulatory filings
as necessary and monitoring and developing compliance procedures for the Funds.
As compensation, the Growth & Income Fund pays Counsellors Service a fee
calculated at an annual rate of .05% of the Fund's first $125 million of average
daily net assets and .10% of average daily net assets over $125 million; the
Balanced and Tax Free Funds each pay Counsellors Service a fee calculated at an
annual rate of .10% of the Fund's average daily net assets.
Each Fund employs PFPC Inc. ('PFPC'), an indirect, wholly owned subsidiary of
PNC Bank Corp., as a co-administrator. As a co-administrator, PFPC calculates
the Fund's net asset value, provides all accounting services for the Fund and
assists in related aspects of the Fund's operations. As compensation, the Growth
& Income Fund pays PFPC a fee calculated at an annual rate of .20% of the Fund's
first $125 million of average daily net assets and .15% of average daily net
assets over $125 million; the Balanced and Tax

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Free Funds each pay PFPC a fee calculated at a rate of .15% of its average daily
net assets, subject to a minimum annual fee. PFPC has its principal offices at
400 Bellevue Parkway, Wilmington, Delaware 19809.
CUSTODIANS. PNC Bank, National Association ('PNC') serves as custodian of the
U.S. assets of the Funds and State Street Bank and Trust Company ('State
Street') serves as custodian of the Growth & Income and Balanced Funds' non-U.S.
assets. Like PFPC, PNC is a subsidiary of PNC Bank Corp. and its principal
business address is Broad and Chestnut Streets, Philadelphia, Pennsylvania
19101. State Street's principal business address is 225 Franklin Street, Boston,
Massachusetts 02110.
TRANSFER AGENT. State Street also serves as shareholder servicing agent,
transfer agent and dividend disbursing agent for the Funds. State Street has
delegated to Boston Financial Data Services, Inc., a 50% owned subsidiary
('BFDS'), responsibility for most shareholder servicing functions. BFDS's
principal business address is 2 Heritage Drive, North Quincy, Massachusetts
02171.
DISTRIBUTOR. Counsellors Securities serves as distributor of the shares of
the Funds. Counsellors Securities is a wholly owned subsidiary of Warburg and is
located at 466 Lexington Avenue, New York, New York 10017-3147. No compensation
is payable by the Growth & Income Fund to Counsellors Securities for
distribution services. Counsellors Securities receives a fee at an annual rate
equal to .25% of the average daily net assets of each of the Balanced and Tax
Free Fund's Common Shares for distribution services, pursuant to a shareholder
servicing and distribution plan (the '12b-1 Plan') adopted by each Fund pursuant
to Rule 12b-1 under the 1940 Act. Amounts paid to Counsellors Securities under a
12b-1 Plan may be used by Counsellors Securities to cover expenses that are
primarily intended to result in, or that are primarily attributable to, (i) the
sale of the Common Shares, (ii) ongoing servicing and/or maintenance of the
accounts of Common Shareholders of the Fund and (iii) sub-transfer agency
services, sub-accounting services or administrative services related to the sale
of the Common Shares, all as set forth in the 12b-1 Plans. Payments under the
12b-1 Plans are not tied exclusively to the distribution expenses actually
incurred by Counsellors Securities and the payments may exceed distribution
expenses actually incurred. The Boards of the Balanced Fund and the Tax Free
Fund evaluate the appropriateness of the 12b-1 Plans on a continuing basis and
in doing so consider all relevant factors, including expenses paid by
Counsellors Securities and amounts received under the 12b-1 Plan.
Warburg or its affiliates may, at their own expense, provide promotional
incentives to parties who support the sale of shares of the Funds, consisting of
securities dealers who have sold Fund shares or others, including banks and
other financial institutions, under special arrangements. In some instances,
these incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or expected sale of
significant amounts of Fund shares.

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DIRECTORS AND OFFICERS. The officers of each Fund manage its day-to-day
operations and are directly responsible to its Board. The Boards set broad
policies for each Fund and choose its officers. A list of the Directors and
officers of each Fund and a brief statement of their present positions and
principal occupations during the past five years is set forth in the Statement
of Additional Information of each Fund.

HOW TO OPEN AN ACCOUNT
- --------------------------------------------------------------------------------
In order to invest in a Fund, an investor must first complete and sign an
account application. To obtain an application, an investor may telephone Warburg
Pincus Funds at (800) 927-2874. An investor may also obtain an account
application by writing to:
Warburg Pincus Funds
P.O. Box 9030
Boston, Massachusetts 02205-9030
Completed and signed account applications should be mailed to Warburg Pincus
Funds at the above address.
RETIREMENT PLANS AND UGMA ACCOUNTS. For information (i) about investing in
the Funds through a tax-deferred retirement plan, such as an Individual
Retirement Account ('IRA') or a Simplified Employee Pension IRA ('SEP-IRA'), or
(ii) about opening a Uniform Gifts to Minors Act or Uniform Transfers to Minors
Act ('UGMA') account, an investor should telephone Warburg Pincus Funds at (800)
927-2874 or write to Warburg Pincus Funds at the address set forth above.
Investors should consult their own tax advisers about the establishment of
retirement plans and UGMA accounts.
CHANGES TO ACCOUNT. For information on how to make changes to an account, an
investor should telephone Warburg Pincus Funds at (800) 927-2874.

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------
Common Shares of each Fund may be purchased either by mail or, with special
advance instructions, by wire.
BY MAIL. If the investor desires to purchase Common Shares by mail, a check
or money order made payable to the Fund or Warburg Pincus Funds (in U.S.
currency) should be sent along with the completed account application to Warburg
Pincus Funds through its distributor, Counsellors Securities Inc., at the
address set forth above. Checks payable to the investor and endorsed to the
order of the Fund or Warburg Pincus Funds will not be accepted as payment and
will be returned to the sender. If payment is received in proper form by the
close of regular trading on the New York Stock Exchange (the 'NYSE') (currently
4:00 p.m., Eastern time) on a day that the Fund calculates its net asset value
(a 'business day'), the purchase will be made at the Fund's net asset value
calculated at the end of that day. If payment is received after the close of
regular trading on the NYSE, the purchase will be effected at the Fund's net
asset value determined for the next

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business day after payment has been received. Checks or money orders that are
not in proper form or that are not accompanied or preceded by a complete account
application will be returned to the sender. Shares purchased by check or money
order are entitled to receive dividends and distributions beginning on the day
after payment has been received. Checks or money orders in payment for shares of
more than one Warburg Pincus Fund should be made payable to Warburg Pincus Funds
and should be accompanied by a breakdown of amounts to be invested in each fund.
If a check used for purchase does not clear, the Fund will cancel the purchase
and the investor may be liable for losses or fees incurred. For a description of
the manner of calculating the Fund's net asset value, see 'Net Asset Value'
below.
BY WIRE. Investors may also purchase Common Shares in a Fund by wiring funds
from their banks. Telephone orders by wire will not be accepted until a
completed account application in proper form has been received and an account
number has been established. Investors should place an order with the Fund prior
to wiring funds by telephoning (800) 927-2874. Federal funds may be wired to
Counsellors Securities Inc. using the following wire address:
State Street Bank and Trust Co.
225 Franklin St.
Boston, MA 02101
ABA# 0110 000 28
Attn: Mutual Funds/Custody Dept.
[Insert Warburg Pincus Fund name(s) here]
DDA# 9904-649-2
[Shareowner name]
[Shareowner account number]
If a telephone order is received by the close of regular trading on the NYSE
and payment by wire is received on the same day in proper form in accordance
with instructions set forth above, the shares will be priced according to the
net asset value of the Fund on that day and are entitled to dividends and
distributions beginning on that day. If payment by wire is received in proper
form by the close of the NYSE without a prior telephone order, the purchase will
be priced according to the net asset value of the Fund on that day and is
entitled to dividends and distributions beginning on that day. However, if a
wire in proper form that is not preceded by a telephone order is received after
the close of regular trading on the NYSE, the payment will be held uninvested
until the order is effected at the close of business on the next business day.
Payment for orders that are not accepted will be returned to the prospective
investor after prompt inquiry. If a telephone order is placed and payment by
wire is not received on the same day, the Fund will cancel the purchase and the
investor may be liable for losses or fees incurred.
The minimum initial investment in each Fund is $1,000 and the minimum
subsequent investment is $100. For retirement plans and UGMA accounts, the
minimum initial investment is $500. Subsequent minimum investments can

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be as low as $50 under the Automatic Monthly Investment Plan described in the
next section. The Fund reserves the right to change the initial and subsequent
investment minimum requirements at any time. In addition, the Fund may, in its
sole discretion, waive the initial and subsequent investment minimum
requirements with respect to investors who are employees of EMW or its
affiliates or persons with whom Warburg has entered into an investment advisory
agreement. Existing investors will be given 15 days' notice by mail of any
increase in investment minimum requirements.
After an investor has made his initial investment, additional shares may be
purchased at any time by mail or by wire in the manner outlined above. Wire
payments for initial and subsequent investments should be preceded by an order
placed with the Fund and should clearly indicate the investor's account number
and the name of the Fund in which shares are being purchased. In the interest of
economy and convenience, physical certificates representing shares in the Funds
are not normally issued.
PURCHASES THROUGH INTERMEDIARIES. The Funds understand that some
broker-dealers (other than Counsellors Securities), financial institutions,
securities dealers and other industry professionals, including certain of the
programs discussed below, may impose certain conditions on their clients or
customers that invest in the Funds, which are in addition to or different than
those described in this Prospectus, and may charge their clients or customers
direct fees. Certain features of the Funds, such as the initial and subsequent
investment minimums, redemption fees and certain trading restrictions, may be
modified or waived in these programs, and administrative charges may be imposed
for the services rendered. Therefore, a client or customer should contact the
organization acting on his behalf concerning the fees (if any) charged in
connection with a purchase or redemption of Fund shares and should read this
Prospectus in light of the terms governing his accounts with the organization.
These organizations will be responsible for promptly transmitting client or
customer purchase and redemption orders to the Funds in accordance with their
agreements with clients or customers.
Common Shares of each Fund are available through the Charles Schwab &
Company, Inc. Mutual Fund OneSourceTM Program; Fidelity Brokerage Services, Inc.
Funds-NetworkTM Program; Jack White & Company, Inc.; and Waterhouse Securities,
Inc. Generally, these programs do not require customers to pay a transaction fee
in connection with purchases. These and other organizations that have entered
into agreements with a Fund or its agent may enter confirmed purchase orders on
behalf of clients and customers, with payment to follow no later than the Funds'
pricing on the following business day. If payment is not received by such time,
the organization could be held liable for resulting fees or losses. For
distribution, administration and subaccounting services, Counsellors Securities
may pay certain financial institutions, broker-dealers and recordkeeping
organizations with whom it has entered into agreements up to .35% of the annual
average value of accounts maintained by such organizations with the Funds.

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AUTOMATIC MONTHLY INVESTING. Automatic monthly investing allows shareholders
to authorize a Fund to debit their bank account monthly ($50 minimum) for the
purchase of Fund shares on or about either the tenth or twentieth calendar day
of each month. To establish the automatic monthly investing option, obtain a
separate application or complete the 'Automatic Investment Program' section of
the account applications and include a voided, unsigned check from the bank
account to be debited. Only an account maintained at a domestic financial
institution which is an automated clearing house member may be used.
Shareholders using this service must satisfy the initial investment minimum for
the Fund prior to or concurrent with the start of any Automatic Investment
Program. Please refer to an account application for further information, or
contact Warburg Pincus Funds at (800) 927-2874 for information or to modify or
terminate the program. Investors should allow a period of up to 30 days in order
to implement an automatic investment program. The failure to provide complete
information could result in further delays.

HOW TO REDEEM AND EXCHANGE SHARES
- --------------------------------------------------------------------------------
REDEMPTION OF SHARES. An investor in a Fund may redeem (sell) his shares on
any day that the Fund's net asset value is calculated (see 'Net Asset Value'
below).
Common Shares of the Funds may either be redeemed by mail or by telephone.
Investors should realize that in using the telephone redemption and exchange
option, you may be giving up a measure of security that you may have if you were
to redeem or exchange your shares in writing. If an investor desires to redeem
his shares by mail, a written request for redemption should be sent to Warburg
Pincus Funds at the address indicated above under 'How to Open an Account.' An
investor should be sure that the redemption request identifies the Fund, the
number of shares to be redeemed and the investor's account number. In order to
change the bank account or address designated to receive the redemption
proceeds, the investor must send a written request (with signature guarantee of
all investors listed on the account when such a change is made in conjunction
with a redemption request) to Warburg Pincus Funds. Each mail redemption request
must be signed by the registered owner(s) (or his legal representative(s))
exactly as the shares are registered. If an investor has applied for the
telephone redemption feature on his account application, he may redeem his
shares by calling Warburg Pincus Funds at (800) 927-2874 between 9:00 a.m. and
4:00 p.m. (Eastern time) on any business day. An investor making a telephone
withdrawal should state (i) the name of the Fund, (ii) the account number of the
Fund, (iii) the name of the investor(s) appearing on the Fund's records, (iv)
the amount to be withdrawn and (v) the name of the person requesting the
redemption.
After receipt of the redemption request by mail or by telephone, the
redemption proceeds will, at the option of the investor, be paid by check and
mailed to the investor of record or be wired to the investor's bank as

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indicated in the account application previously filled out by the investor. No
Fund currently imposes a service charge for effecting wire transfers but each
Fund reserves the right to do so in the future. During periods of significant
economic or market change, telephone redemptions may be difficult to implement.
If an investor is unable to contact Warburg Pincus Funds by telephone, an
investor may deliver the redemption request to Warburg Pincus Funds by mail at
the address shown above under 'How to Open an Account.' Although each Fund will
redeem shares purchased by check before the check clears, payments of the
redemption proceeds will be delayed until such check has cleared, which may take
up to 15 days from the purchase date. Investors should consider purchasing
shares using a certified or bank check or money order if they anticipate an
immediate need for redemption proceeds.
If a redemption order is received by a Fund or its agent, prior to the close
of regular trading on the NYSE, the redemption order will be effected at the net
asset value per share as determined on that day. If a redemption order is
received after the close of regular trading on the NYSE, the redemption order
will be effected at the net asset value as next determined. Except as noted
above, redemption proceeds will normally be mailed or wired to an investor on
the next business day following the date a redemption order is effected. If,
however, in the judgment of Warburg, immediate payment would adversely affect a
Fund, each Fund reserves the right to pay the redemption proceeds within seven
days after the redemption order is effected. Furthermore, each Fund may suspend
the right of redemption or postpone the date of payment upon redemption (as well
as suspend or postpone the recordation of an exchange of shares) for such
periods as are permitted under the 1940 Act.
The proceeds paid upon redemption may be more or less than the amount
invested depending upon a share's net asset value at the time of redemption. If
an investor redeems all the shares in his account, all dividends and
distributions declared up to and including the date of redemption are paid along
with the proceeds of the redemption.
If, due to redemptions, the value of an investor's account drops to less than
$500, each Fund reserves the right to redeem the shares in that account at net
asset value. Prior to any redemption, the Fund will notify an investor in
writing that this account has a value of less than the minimum. The investor
will then have 60 days to make an additional investment before a redemption will
be processed by the Fund.
TELEPHONE TRANSACTIONS. In order to request redemptions by telephone,
investors must have completed and returned to Warburg Pincus Funds an account
application containing a telephone election. Unless contrary instructions are
elected, an investor will be entitled to make exchanges by telephone. Neither a
Fund nor its agents will be liable for following instructions communicated by
telephone that it reasonably believes to be genuine. Reasonable procedures will
be employed on behalf of each Fund to confirm that instructions communicated by
telephone are genuine. Such

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procedures include providing written confirmation of telephone transactions,
tape recording telephone instructions and requiring specific personal
information prior to acting upon telephone instructions.
AUTOMATIC CASH WITHDRAWAL PLAN. Each Fund offers investors an automatic cash
withdrawal plan under which investors may elect to receive periodic cash
payments of at least $1,000 monthly or quarterly. To establish this service,
complete the 'Automatic Withdrawal Plan' section of the account application and
attach a voided check from the bank account to be credited. For further
information regarding the automatic cash withdrawal plan or to modify or
terminate the plan, investors should contact Warburg Pincus Funds at (800)
927-2874.
EXCHANGE OF SHARES. An investor may exchange Common Shares of a Fund for
Common Shares of another Fund or for Common Shares of another Warburg Pincus
Fund at their respective net asset values. Exchanges may be effected by mail or
by telephone in the manner described under 'Redemption of Shares' above. If an
exchange request is received by Warburg Pincus Funds or their agent prior to the
close of regular trading on the NYSE, the exchange will be made at each Fund's
net asset value determined at the end of that business day. Exchanges may be
effected without a sales charge but must satisfy the minimum dollar amount
necessary for new purchases. Due to the costs involved in effecting exchanges,
each Fund reserves the right to refuse to honor more than three exchange
requests by a shareholder in any 30-day period. The exchange privilege may be
modified or terminated at any time upon 60 days' notice to shareholders.
Currently, exchanges may be made among the Funds and with the following other
funds:
WARBURG PINCUS CASH RESERVE FUND -- a money market fund investing in
short-term, high quality money market instruments;
WARBURG PINCUS NEW YORK TAX EXEMPT FUND -- a money market fund investing in
short-term, high quality municipal obligations designed for New York investors
seeking income exempt from federal, New York State and New York City income
tax;
WARBURG PINCUS NEW YORK INTERMEDIATE MUNICIPAL FUND -- an intermediate-term
municipal bond fund designed for New York investors seeking income exempt from
federal, New York State and New York City income tax;
WARBURG PINCUS INTERMEDIATE MATURITY GOVERNMENT FUND -- an intermediate-term
bond fund investing in obligations issued or guaranteed by the U.S. government,
its agencies or instrumentalities;
WARBURG PINCUS FIXED INCOME FUND -- a bond fund seeking current income and,
secondarily, capital appreciation by investing in a diversified portfolio of
fixed-income securities;
WARBURG PINCUS GLOBAL FIXED INCOME FUND -- a bond fund investing in a
portfolio consisting of investment grade fixed-income securities of
governmental and corporate issuers denominated in various currencies, including
U.S. dollars;

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WARBURG PINCUS CAPITAL APPRECIATION FUND -- an equity fund seeking long-term
capital appreciation by investing principally in equity securities of
medium-sized domestic companies;
WARBURG PINCUS SMALL COMPANY VALUE FUND -- an equity fund seeking long-term
capital appreciation by investing primarily in equity securities of small
companies;
WARBURG PINCUS EMERGING GROWTH FUND -- an equity fund seeking maximum capital
appreciation by investing in emerging growth companies;
WARBURG PINCUS POST-VENTURE CAPITAL FUND -- an equity fund seeking long-term
growth of capital by investing principally in equity securities of issuers in
their post-venture capital stage of development;
WARBURG PINCUS INTERNATIONAL EQUITY FUND -- an equity fund seeking long-term
capital appreciation by investing primarily in equity securities of non-United
States issuers;
WARBURG PINCUS EMERGING MARKETS FUND -- an equity fund seeking growth of
capital by investing primarily in securities of non-United States issuers
consisting of companies in emerging securities markets;
WARBURG PINCUS JAPAN GROWTH FUND -- an equity fund seeking long-term growth
of capital by investing primarily in equity securities of Japanese issuers; and
WARBURG PINCUS JAPAN OTC FUND -- an equity fund seeking long-term capital
appreciation by investing in a portfolio of securities traded in the Japanese
over-the-counter market.
The exchange privilege is available to shareholders residing in any state in
which the Common Shares being acquired may legally be sold. When an investor
effects an exchange of shares, the exchange is treated for federal income tax
purposes as a redemption. Therefore, the investor may realize a taxable gain or
loss in connection with the exchange. Investors wishing to exchange Common
Shares of a Fund for Common Shares in another Warburg Pincus Fund should review
the prospectus of the other fund prior to making an exchange. For further
information regarding the exchange privilege or to obtain a current prospectus
for another Warburg Pincus Fund, an investor should contact Warburg Pincus Funds
at (800) 927-2874.

DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS. Each Fund calculates its dividends from net
investment income. Net investment income includes interest accrued and dividends
earned on the Fund's portfolio securities for the applicable period (which
includes amortization of market discounts) less amortization of market premiums
and applicable expenses. The Growth & Income Fund and the Balanced Fund each
declares and pays its dividends from its net investment income quarterly. The
Tax Free Fund declares dividends from its net investment income daily and pays
those dividends monthly. Each Fund declares distributions of its net realized
short-term and long-term capital gains annually and pays them in the calendar
year in which they are

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declared, generally in November or December. Net investment income earned on
weekends and when the NYSE is not open will be computed as of the next business
day. Unless an investor instructs a Fund to pay dividends or distributions in
cash, dividends and distributions will automatically be reinvested in additional
Common Shares of the relevant Fund at net asset value. The election to receive
dividends in cash may be made on the account application or, subsequently, by
writing to Warburg Pincus Funds at the address set forth under 'How to Open an
Account' or by calling Warburg Pincus Funds at (800) 927-2874.
A Fund may be required to withhold for U.S. federal income taxes 31% of all
distributions payable to shareholders who fail to provide the Fund with their
correct taxpayer identification number or to make required certifications, or
who have been notified by the U.S. Internal Revenue Service that they are
subject to backup withholding.
TAXES. Each Fund intends to qualify each year as a 'regulated investment
company' within the meaning of the Code. Each Fund, if it qualifies as a
regulated investment company, will be subject to a 4% non-deductible excise tax
measured with respect to certain undistributed amounts of ordinary income and
capital gain. Each Fund expects to pay such additional dividends and to make
such additional distributions as are necessary to avoid the application of this
tax.
Dividends paid from net investment income and distributions of net realized
short-term capital gains are taxable to investors as ordinary income, and
distributions derived from net realized long-term capital gains ('capital gain
dividends') are taxable to investors as long-term capital gains, in each case
regardless of how long the shareholder has held Fund shares and whether received
in cash or reinvested in additional Fund shares. As a general rule, an
investor's gain or loss on a sale or redemption of his Fund shares will be a
long-term capital gain or loss if he has held his shares for more than one year
and will be a short-term capital gain or loss if he has held his shares for one
year or less. However, any loss realized upon the sale or redemption of shares
within six months from the date of their purchase will be treated as a long-term
capital loss to the extent of any amounts treated as distributions of long-term
capital gain during such six-month period with respect to such shares. In the
case of the Tax Free Fund, any loss realized by a shareholder on the sale or
redemption of a Fund share held by the shareholder for six months or less will
be disallowed to the extent of the amount of any exempt-interest dividend
received by the shareholder with respect to such share. The portion of such loss
not disallowed as described in the preceding sentence shall be treated for
federal income tax purposes as a long-term capital loss to the extent of any
distributions or deemed distributions of long-term capital gains received by the
shareholder with respect to such share. An investor in the Tax Free Fund who
redeems his shares prior to the declaration of a dividend may lose tax exempt
status on accrued income attributable to tax exempt Municipal Obligations.
Investors

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may be proportionately liable for taxes on income and gains of the Funds, but
investors not subject to tax on their income will not be required to pay tax on
amounts distributed to them. The Funds' investment activities, including short
sales of securities, should not result in unrelated business taxable income to a
tax exempt investor.
The Growth & Income and Balanced Funds anticipate that dividends paid by
these Funds will be eligible for the 70% dividends received deduction allowed to
certain corporations to the extent of the gross amount of qualified dividends
received by each Fund for the year. However, corporate shareholders will have to
take into account the entire amount of any dividend received in determining
their adjusted current earnings adjustment for alternative minimum tax purposes.
The dividends received deduction is not available for capital gain dividends.
Certain provisions of the Code may require that a gain recognized by a Fund
upon the closing of a short sale be treated as a short-term capital gain, and
that a loss recognized by the Fund upon the closing of a short sale be treated
as a long-term capital loss, regardless of the amount of time that the Fund held
the securities used to close the short sale. A Fund's use of short sales may
also affect the holding periods of certain securities held by the Fund if such
securities are 'substantially identical' to securities used by the Fund to close
the short sale.
Special Tax Matters Relating to the Tax Free Fund. As a regulated investment
company, the Tax Free Fund will designate and pay exempt-interest dividends
derived from interest earned on qualifying Municipal Obligations. Such
exempt-interest dividends may be excluded by investors of the Fund from their
gross income for federal income tax purposes although (i) all or a portion of
such exempt-interest dividends and tax exempt interest will be a specific
tax-preference item for purposes of the federal individual and corporate
alternative minimum taxes to the extent they are derived from certain types of
private activity bonds issued after August 7, 1986 and (ii) all exempt-interest
dividends will be a component of the 'current earnings' adjustment item for
purposes of the federal corporate alternative minimum tax. Furthermore,
exempt-interest dividends paid by the Fund will constitute a component of the
'current earnings' adjustment item for purposes of the .12% corporate
environmental tax. Moreover, dividends paid by the Fund will be subject to a
branch profits tax of up to 30% when received by certain foreign corporate
investors.
GENERAL. Statements as to the tax status of each investor's dividends and
distributions are mailed annually. In the case of the Tax Exempt Fund, these
statements set forth the dollar amount of income excluded or exempt from federal
income taxes and the dollar amount, if any, subject to taxation. These
statements also designate the amount of exempt-interest dividends that is a
specific preference item for purposes of the federal individual and corporate
alternative minimum taxes. Each investor will also receive, if applicable,
various written notices after the close of a Fund's prior taxable year with

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respect to certain dividends and distributions which were received from the Fund
during the Fund's prior taxable year. Investors should consult their own tax
advisers with specific reference to their own tax situations, including their
state and local tax liabilities.

NET ASSET VALUE
- --------------------------------------------------------------------------------
Each Fund's net asset value per share is calculated as of the close of
regular trading on the NYSE (currently 4:00 p.m., Eastern time) on each business
day, Monday through Friday, except on days when the NYSE is closed. The NYSE is
currently scheduled to be closed on New Year's Day, Washington's Birthday, Good
Friday, Memorial Day (observed), Independence Day, Labor Day, Thanksgiving Day
and Christmas Day, and on the preceding Friday or subsequent Monday when one of
these holidays falls on a Saturday or Sunday, respectively. The net asset value
per share of each Fund generally changes each day.
The net asset value per Common Share of each Fund is computed by adding the
Common Shares' pro rata share of the value of the Fund's assets, deducting the
Common Shares' pro rata share of the Fund's liabilities and the liabilities
specifically allocated to Common Shares and then dividing the result by the
total number of outstanding Common Shares.
Securities listed on a U.S. securities exchange (including securities traded
through the NASDAQ National Market System) or foreign securities exchange or
traded in an over-the-counter market will be valued at the most recent sale
price when the valuation is made. Options and futures contracts will be valued
similarly. Debt obligations that mature in 60 days or less from the valuation
date are valued on the basis of amortized cost, unless the Board determines that
using this valuation method would not reflect the investments' value.
Securities, options and futures contracts for which market quotations are not
readily available and other assets will be valued at their fair value as
determined in good faith pursuant to consistently applied procedures established
by the Board. Further information regarding valuation policies is contained in
the Statement of Additional Information.

PERFORMANCE
- --------------------------------------------------------------------------------
The Funds quote the performance of Common Shares separately from Advisor
Shares. The net asset value of Common Shares is listed in The Wall Street
Journal each business day under the heading 'Warburg Pincus Funds.' From time to
time, each Fund may advertise yield and average annual total return of its
Common Shares over various periods of time. The yield refers to net investment
income generated by the Common Shares over a specified thirty-day period, which
is then annualized. In addition, advertisements concerning the Tax Free Fund may
describe a tax equivalent yield. The tax equivalent yield demonstrates the yield
on a taxable investment necessary to produce an after-tax yield equal to the
Common Shares' tax-free yield. It is calculated by increasing the yield shown
for the Common Shares to the extent necessary to reflect the payment of
specified tax rates. Thus, the tax

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equivalent yield will always exceed a Fund's Common Shares' yield. These total
return figures show the average percentage change in value of an investment in
the Common Shares from the beginning of the measuring period to the end of the
measuring period. The figures reflect changes in the price of the Common Shares
assuming that any income dividends and/or capital gain distributions made by the
Fund during the period were reinvested in Common Shares of the Fund. Total
return will be shown for recent one-, five- and ten-year periods, and may be
shown for other periods as well (such as from commencement of the Fund's
operations or on a year-by-year, quarterly or current year-to-date basis).
Performance quotations of a Fund will include performance of a predecessor fund.
When considering average total return figures for periods longer than one
year, it is important to note that the annual total return for one year in the
period might have been greater or less than the average for the entire period.
When considering total return figures for periods shorter than one year,
investors should bear in mind that each Fund seeks long-term appreciation and
that such return may not be representative of any Fund's return over a longer
market cycle. Each Fund may also advertise aggregate total return figures of its
Common Shares for various periods, representing the cumulative change in value
of an investment in the Common Shares for the specific period (again reflecting
changes in share prices and assuming reinvestment of dividends and
distributions). Aggregate and average total returns may be shown by means of
schedules, charts or graphs and may indicate various components of total return
(i.e., change in value of initial investment, income dividends and capital gain
distributions).
Investors should note that yield, tax-equivalent yield and total return
figures are based on historical earnings and are not intended to indicate future
performance. Each Fund's Statement of Additional Information describes the
method used to determine the yield, tax-equivalent yield and total return.
Current performance figures may be obtained by calling Warburg Pincus Funds at
(800) 927-2874.
In reports or other communications to investors or in advertising material, a
Fund may describe general economic and market conditions affecting the Fund. The
Fund may compare its performance (i) with that of other mutual funds as listed
in the rankings prepared by Lipper Analytical Services, Inc. or similar
investment services that monitor the performance of mutual funds or as set forth
in the publications listed below; (ii) in the case of the Growth & Income Fund,
with the S&P 500 Index; in the case of the Balanced Fund, with the Lipper
Balanced Fund Index and the S&P 500 Index; and in the case of the Tax Free Fund,
with Lipper General Municipal Debt Funds Average; or (iii) with other
appropriate indexes of investment securities or with data developed by Warburg
derived from such indexes. A Fund may include evaluations of the Fund published
by nationally recognized ranking services and by financial publications that are
nationally recognized, such as The Wall Street Journal, Investor's Daily, Money,
Inc., Institutional Investor, Barron's,

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<PAGE>
Fortune, Forbes, Business Week, Mutual Fund Magazine, Morningstar, Inc. and
Financial Times.
In reports or other communications to investors or in advertising, each Fund
may also describe the general biography or work experience of the portfolio
managers of the Fund and may include quotations attributable to the portfolio
managers describing approaches taken in managing the Fund's investments,
research methodology underlying stock selection or the Fund's investment
objective. In addition, a Fund and its portfolio managers may render periodic
updates of Fund activity, which may include a discussion of significant
portfolio holdings and analysis of holdings by industry, country, credit quality
and other characteristics. Each Fund may also discuss measures of risk, the
continuum of risk and return relating to different investments and the potential
impact of foreign securities on a portfolio otherwise composed of domestic
securities. Morningstar, Inc. rates funds in broad categories based on
risk/reward analyses over various time periods. In addition, each Fund may from
time to time compare the expense ratio of its Common Shares to that of
investment companies with similar objectives and policies, based on data
generated by Lipper Analytical Services, Inc. or similar investment services
that monitor mutual funds.

GENERAL INFORMATION
- --------------------------------------------------------------------------------
ORGANIZATION. The Funds were incorporated on January 29, 1996 under the laws
of the State of Maryland under the names 'Warburg, Pincus Growth & Income Fund,
Inc.,' 'Warburg, Pincus Balanced Fund, Inc.' and 'Warburg, Pincus Tax Free Fund,
Inc.' On May 3, 1996 each Fund acquired all of the assets and liabilities of the
investment portfolio of the RBB Fund with a similar name.
The charter of each Fund authorizes its Board to issue three billion full and
fractional shares of capital stock, $.001 par value per share, of which one
billion shares are designated Advisor Shares. Under each Fund's charter
documents, the Board has the power to classify or reclassify any unissued shares
of the Fund into one or more additional classes by setting or changing in any
one or more respects their relative rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption. The Board may similarly classify or reclassify any class of its
shares into one or more series and, without shareholder approval, may increase
the number of authorized shares of the Fund.
MULTI-CLASS STRUCTURE. The Growth & Income and Balanced Funds each offer a
separate class of shares, the Advisor Shares, pursuant to a separate prospectus.
Individual investors may only purchase Advisor Shares through institutional
shareholders of record, broker-dealers, financial institutions, depository
institutions, retirement plans and financial intermediaries. Shares of each
class represent equal pro rata interests in the respective Fund and accrue
dividends and calculate net asset value and performance quotations in the same
manner. Because of the higher fees paid by the Advisor Shares, the total return
on such shares can be expected to be lower than the total return

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<PAGE>
on Common Shares. Investors may obtain information concerning the Advisor Shares
from their investment professional or by calling Counsellors Securities at (800)
369-2728.
VOTING RIGHTS. Investors in a Fund are entitled to one vote for each full
share held and fractional votes for fractional shares held. Shareholders of a
Fund will vote in the aggregate except where otherwise required by law and
except that each class will vote separately on certain matters pertaining to its
distribution and shareholder servicing arrangements. There will normally be no
meetings of investors for the purpose of electing members of the Board unless
and until such time as less than a majority of the members holding office have
been elected by investors. Any Director of a Fund may be removed from office
upon the vote of shareholders holding at least a majority of the relevant Fund's
outstanding shares, at a meeting called for that purpose. A meeting will be
called for the purpose of voting on the removal of a Board member at the written
request of holders of 10% of the outstanding shares of a Fund.
SHAREHOLDER COMMUNICATIONS. Each investor will receive a quarterly statement
of his account, as well as a statement of his account after any transaction that
affects his share balance or share registration (other than the reinvestment of
dividends or distributions or investment made through the Automatic Investment
Program). Each Fund will also send to its investors a semiannual report and an
audited annual report, each of which includes a list of the investment
securities held by the Fund and a statement of the performance of the Fund.
Periodic listings of the investment securities held by a Fund may be obtained by
calling Warburg Pincus Funds at (800) 927-2874.
The prospectuses of the Funds are combined in this Prospectus. Each Fund
offers only its own shares, yet it is possible that a Fund might become liable
for a misstatement, inaccuracy or omission in this Prospectus with regard to
another Fund.

SHAREHOLDER SERVICING
- --------------------------------------------------------------------------------
Common Shares may be sold to or through institutions, including insurance
companies, financial institutions and broker-dealers, that will not be paid a
distribution fee by a Fund pursuant to Rule 12b-1 under the 1940 Act for
services to their clients or customers who may be deemed to be beneficial owners
of Common Shares. These institutions may be paid fees by a Fund, Warburg,
Counsellors Securities or any of their affiliates for transfer agency,
administrative, accounting, shareholder liaison and/or other services provided
to their clients or customers that invest in the Funds' Common Shares.
Organizations that provide recordkeeping or other services to certain employee
benefit plans and qualified and other retirement plans that include a Fund as an
investment alternative and registered representatives (including retirement plan
consultants) that facilitate the administration and servicing of shareholder
accounts may also be paid a fee. Fees paid vary depending on the arrangements
and the amount of assets held by an institution's clients or

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customers and/or the number of plan participants investing in a Fund. Warburg,
Counsellors Securities or any of their affiliates may, from time to time, at
their own expense, pay certain fund transfer agent fees and expenses related to
clients and customers of their institutions and organizations. In addition,
these institutions may use a portion of their compensation to compensate a
Fund's custodian or transfer agent for costs related to accounts of their
clients or customers.
------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, EACH FUND'S
STATEMENT OF ADDITIONAL INFORMATION OR THE FUNDS' OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFERING OF SHARES OF THE FUNDS, AND IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY EACH FUND. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF THE
COMMON SHARES OF THE FUNDS IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFER MAY NOT LAWFULLY BE MADE.

<PAGE>

<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
The Funds' Expenses..................................................... 2
Financial Highlights.................................................... 3
Investment Objectives and Policies...................................... 6
Portfolio Investments................................................... 8
Risk Factors and Special Considerations................................. 11
Portfolio Transactions and Turnover Rate................................ 13
Certain Investment Strategies........................................... 13
Investment Guidelines................................................... 20
Management of the Funds................................................. 20
How to Open an Account.................................................. 24
How to Purchase Shares.................................................. 24
How to Redeem and Exchange Shares....................................... 27
Dividends, Distributions and Taxes...................................... 30
Net Asset Value......................................................... 33
Performance............................................................. 33
General Information..................................................... 35
Shareholder Servicing................................................... 36
</TABLE>

[Logo]

P.O. BOX 9030, BOSTON, MA 02205-9030
800-WARBURG (800-927-2874)
WPGBT-1-0596

STATEMENT OF ADDITIONAL INFORMATION

May 6, 1996

WARBURG PINCUS TAX FREE FUND

P.O. Box 9030, Boston, Massachusetts 02205-9030
For information, call (800) WARBURG

CONTENTS

Page

<S> <C>
Investment Objective.........................................................................2
Investment Policies..........................................................................2
Management of the Fund......................................................................24
Additional Purchase and Redemption Information..............................................32
Exchange Privilege..........................................................................33
Additional Information Concerning Taxes.....................................................34
Determination of Performance................................................................38
Independent Accountants and Counsel.........................................................39
Miscellaneous...............................................................................39
Financial Statements........................................................................40
Appendix - Description of Ratings..........................................................A-1
</TABLE>

This Statement of Additional Information is meant to be read in
conjunction with the combined Prospectus for the Common Shares of Warburg Pincus
Tax Free Fund (the "Fund"), Warburg Pincus Growth & Income Fund and Warburg
Pincus Balanced Fund dated May 6, 1996, as amended or supplemented from time to
time, and is incorporated by reference in its entirety into that Prospectus.
Because this Statement of Additional Information is not itself a prospectus, no
investment in shares of the Fund should be made solely upon the information
contained herein. Copies of the Fund's Prospectus and information regarding the
Fund's current performance may be obtained by calling the Fund at (800)
927-2874. Information regarding the status of shareholder accounts may be
obtained by calling the Fund at (800) 927-2874 or by writing to the Fund, P.O.
Box 9030, Boston, Massachusetts 02205-9030.

INVESTMENT OBJECTIVE

The investment objective of the Fund is maximum current income
exempt from federal income taxes, consistent with preservation of capital, by
investing substantially all its assets in a diversified portfolio of Municipal
Obligations.

INVESTMENT POLICIES

The following policies supplement the descriptions of the Fund's
investment objective and policies in the Prospectus.

Options and Futures Transactions

Securities Options. The Fund may write covered call options and
put options on securities, and may purchase such options, that are traded on
exchanges, as well as over-the-counter ("OTC").

The Fund realizes fees (referred to as "premiums") for granting
the rights evidenced by the options it has written. A put option embodies the
right of its purchaser to compel the writer of the option to purchase from the
option holder an underlying security at a specified price for a specified time
period or at a specified time. In contrast, a call option embodies the right of
its purchaser to compel the writer of the option to sell to the option holder an
underlying security at a specified price for a specified time period or at a
specified time.

The principal reason for writing covered options on a security is
to attempt to realize, through the receipt of premiums, a greater return than
would be realized on the securities alone. In return for a premium, the Fund as
the writer of a covered call option forfeits the right to any appreciation in
the value of the underlying security above the strike price for the life of the
option (or until a closing purchase transaction can be effected). Nevertheless,
the Fund as a put or call writer retains the risk of a decline in the price of
the underlying security. The size of the premiums that the Fund may receive may
be adversely affected as new or existing institutions, including other
investment companies, engage in or increase their option-writing activities.

If security prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that the
writer will also profit, because it should be able to close out the option at a
lower price. If security prices fall, the put writer would expect to suffer a
loss. This loss should be less than the loss from purchasing the underlying
instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline.

In the case of options written by the Fund that are deemed
covered by virtue of the Fund's holding convertible or exchangeable preferred
stock or debt securities, the time required to convert or exchange and obtain
physical delivery of the underlying common stock with respect to which the Fund
has written options may exceed the time within which the Fund must make delivery
in accordance with an exercise notice. In these instances, the Fund may purchase
or temporarily borrow the underlying securities for purposes of physical
delivery. By so doing, the Fund will not bear any market risk, since the Fund
will have the absolute right to receive from the issuer of the underlying
security an equal number of shares to replace the borrowed securities, but the
Fund may incur additional transaction costs or interest expenses in connection
with any such purchase or borrowing.

Additional risks exist with respect to certain of the securities
for which the Fund may write covered call options. For example, if the Fund
writes covered call options on mortgage-backed securities, the mortgage-backed
securities that it holds as cover may, because of scheduled amortization or
unscheduled prepayments, cease to be sufficient cover. If this occurs, the Fund
will compensate for the decline in the value of the cover by purchasing an
appropriate additional amount of mortgage-backed securities.

Options written by the Fund will normally have expiration dates
between one and nine months from the date written. The exercise price of the
options may be below, equal to or above the market values of the underlying
securities at the times the options are written. In the case of call options,
these exercise prices are referred to as "in-the-money," "at-the-money" and
"out-of-the-money," respectively. The Fund may write (i) in-the-money call
options when Warburg, Pincus Counsellors, Inc., the Fund's investment adviser
("Warburg") expects that the price of the underlying security will remain flat
or decline moderately during the option period, (ii) at-the-money call options
when Warburg expects that the price of the underlying security will remain flat
or advance moderately during the option period and (iii) out-of-the-money call
options when Warburg expects that the premiums received from writing the call
option plus the appreciation in market price of the underlying security up to
the exercise price will be greater than the appreciation in the price of the
underlying security alone. In any of the preceding situations, if the market
price of the underlying security declines and the security is sold at this lower
price, the amount of any realized loss will be offset wholly or in part by the
premium received. Out-of-the-money, at-the-money and in-the-money put options
(the reverse of call options as to the relation of exercise price to market
price) may be used in the same market environments that such call options are
used in equivalent transactions. To secure its obligation to deliver the
underlying security when it writes a call option, the Fund will be required to
deposit in escrow the underlying security or other assets in accordance with the
rules of the Options Clearing Corporation (the "Clearing Corporation") and of
the securities exchange on which the option is written.

Prior to their expirations, put and call options may be sold in
closing sale or purchase transactions (sales or purchases by the Fund prior to
the exercise of options that it has purchased or written, respectively, of
options of the same series) in which the Fund may realize a profit or loss from
the sale. An option position may be closed out only where there exists a
secondary market for an option of the same series on a recognized securities
exchange

or in the over-the-counter market. When the Fund has purchased an
option and engages in a closing sale transaction, whether the Fund realizes a
profit or loss will depend upon whether the amount received in the closing sale
transaction is more or less than the premium the Fund initially paid for the
original option plus the related transaction costs. Similarly, in cases where
the Fund has written an option, it will realize a profit if the cost of the
closing purchase transaction is less than the premium received upon writing the
original option and will incur a loss if the cost of the closing purchase
transaction exceeds the premium received upon writing the original option. The
Fund may engage in a closing purchase transaction to realize a profit, to
prevent an underlying security with respect to which it has written an option
from being called or put or, in the case of a call option, to unfreeze an
underlying security (thereby permitting its sale or the writing of a new option
on the security prior to the outstanding option's expiration). The obligation of
the Fund under an option it has written would be terminated by a closing
purchase transaction, but the Fund would not be deemed to own an option as a
result of the transaction. So long as the obligation of the Fund as the writer
of an option continues, the Fund may be assigned an exercise notice by the
broker-dealer through which the option was sold, requiring the Fund to deliver
the underlying security against payment of the exercise price. This obligation
terminates when the option expires or the Fund effects a closing purchase
transaction. The Fund can no longer effect a closing purchase transaction with
respect to an option once it has been assigned an exercise notice.

There is no assurance that sufficient trading interest will exist
to create a liquid secondary market on a securities exchange for any particular
option or at any particular time, and for some options no such secondary market
may exist. A liquid secondary market in an option may cease to exist for a
variety of reasons. In the past, for example, higher than anticipated trading
activity or order flow or other unforeseen events have at times rendered certain
of the facilities of the Clearing Corporation and various securities exchanges
inadequate and resulted in the institution of special procedures, such as
trading rotations, restrictions on certain types of orders or trading halts or
suspensions in one or more options. There can be no assurance that similar
events, or events that may otherwise interfere with the timely execution of
customers' orders, will not recur. In such event, it might not be possible to
effect closing transactions in particular options. Moreover, the Fund's ability
to terminate options positions established in the over-the-counter market may be
more limited than for exchange-traded options and may also involve the risk that
securities dealers participating in over-the-counter transactions would fail to
meet their obligations to the Fund. The Fund, however, intends to purchase
over-the-counter options only from dealers whose debt securities, as determined
by Warburg, are considered to be investment grade. If, as a covered call option
writer, the Fund is unable to effect a closing purchase transaction in a
secondary market, it will not be able to sell the underlying security until the
option expires or it delivers the underlying security upon exercise. In either
case, the Fund would continue to be at market risk on the security and could
face higher transaction costs, including brokerage commissions.

Securities exchanges generally have established limitations
governing the maximum number of calls and puts of each class which may be held
or written, or exercised within certain time periods by an investor or group of
investors acting in concert (regardless of whether the options are written on
the same or different securities exchanges or are held,

written or exercised in one or more accounts or through one or more brokers). It
is possible that the Fund and other clients of Warburg and certain of its
affiliates may be considered to be such a group. A securities exchange may order
the liquidation of positions found to be in violation of these limits and it may
impose certain other sanctions. These limits may restrict the number of options
the Fund will be able to purchase on a particular security.

Stock Index Options. The Fund may purchase and write
exchange-listed and OTC put and call options on stock indexes. A stock index
measures the movement of a certain group of stocks by assigning relative values
to the stocks included in the index, fluctuating with changes in the market
values of the stocks included in the index. Some stock index options are based
on a broad market index, such as the NYSE Composite Index, or a narrower market
index such as the Standard & Poor's 100. Indexes may also be based on a
particular industry or market segment.

Options on stock indexes are similar to options on stock except
that (i) the expiration cycles of stock index options are monthly, while those
of stock options are currently quarterly, and (ii) the delivery requirements are
different. Instead of giving the right to take or make delivery of stock at a
specified price, an option on a stock index gives the holder the right to
receive a cash "exercise settlement amount" equal to (a) the amount, if any, by
which the fixed exercise price of the option exceeds (in the case of a put) or
is less than (in the case of a call) the closing value of the underlying index
on the date of exercise, multiplied by (b) a fixed "index multiplier." Receipt
of this cash amount will depend upon the closing level of the stock index upon
which the option is based being greater than, in the case of a call, or less
than, in the case of a put, the exercise price of the index and the exercise
price of the option times a specified multiple. The writer of the option is
obligated, in return for the premium received, to make delivery of this amount.
Stock index options may be offset by entering into closing transactions as
described above for securities options.

OTC Options. The Fund may purchase OTC or dealer options or sell
covered OTC options. Unlike exchange-listed options where an intermediary or
clearing corporation, such as the Clearing Corporation, assures that all
transactions in such options are properly executed, the responsibility for
performing all transactions with respect to OTC options rests solely with the
writer and the holder of those options. A listed call option writer, for
example, is obligated to deliver the underlying stock to the clearing
organization if the option is exercised, and the clearing organization is then
obligated to pay the writer the exercise price of the option. If the Fund were
to purchase a dealer option, however, it would rely on the dealer from whom it
purchased the option to perform if the option were exercised. If the dealer
fails to honor the exercise of the option by the Fund, the Fund would lose the
premium it paid for the option and the expected benefit of the transaction.

Listed options generally have a continuous liquid market while
dealer options have none. Consequently, the Fund will generally be able to
realize the value of a dealer option it has purchased only by exercising it or
reselling it to the dealer who issued it. Similarly, when the Fund writes a
dealer option, it generally will be able to close out the option prior to its
expiration only by entering into a closing purchase transaction with the

dealer to which the Fund originally wrote the option. Although the Fund will
seek to enter into dealer options only with dealers who will agree to and that
are expected to be capable of entering into closing transactions with the Fund,
there can be no assurance that the Fund will be able to liquidate a dealer
option at a favorable price at any time prior to expiration. The inability to
enter into a closing transaction may result in material losses to the Fund.
Until the Fund, as a covered OTC call option writer, is able to effect a closing
purchase transaction, it will not be able to liquidate securities (or other
assets) used to cover the written option until the option expires or is
exercised. This requirement may impair the Fund's ability to sell portfolio
securities at a time when such sale might be advantageous. In the event of
insolvency of the other party, the Fund may be unable to liquidate a dealer
option.

Futures Activities. The Fund may enter into interest rate and
index futures contracts and purchase and write (sell) related options traded on
exchanges designated by the Commodity Futures Trading Commission (the "CFTC") or
consistent with CFTC regulations on foreign exchanges. These transactions may be
entered into for "bona fide hedging" purposes as defined in CFTC regulations and
other permissible purposes including hedging against changes in the value of
portfolio securities due to anticipated changes in interest rates and/or market
conditions and increasing return.

The Fund reserves the right to engage in transactions involving
futures contracts and options on futures contracts to the extent allowed by CFTC
regulations in effect from time to time and in accordance with the Fund's
policies. There is no overall limit on the percentage of Fund assets that may be
at risk with respect to futures activities. The ability of the Fund to trade in
futures contracts and options on futures contracts may be limited by the
requirements of the Internal Revenue Code of 1986, as amended (the "Code"),
applicable to a regulated investment company.

Futures Contracts. An interest rate futures contract provides for
the future sale by one party and the purchase by the other party of a certain
amount of a specific interest rate sensitive financial instrument (debt
security) at a specified price, date, time and place. Securities indexes are
capitalization weighted indexes which reflect the market value of the securities
listed on the indexes. An index futures contract is an agreement to be settled
by delivery of an amount of cash equal to a specified multiplier times the
difference between the value of the index at the close of the last trading day
on the contract and the price at which the agreement is made.

No consideration is paid or received by the Fund upon entering
into a futures contract. Instead, the Fund is required to deposit in a
segregated account with its custodian an amount of cash or cash equivalents,
such as U.S. government securities or other liquid high-grade debt obligations,
equal to approximately 1% to 10% of the contract amount (this amount is subject
to change by the exchange on which the contract is traded, and brokers may
charge a higher amount). This amount is known as "initial margin" and is in the
nature of a performance bond or good faith deposit on the contract which is
returned to the Fund upon termination of the futures contract, assuming all
contractual obligations have been satisfied. The broker will have access to
amounts in the margin account if the Fund fails to meet its

contractual obligations. Subsequent payments, known as "variation margin," to
and from the broker, will be made daily as the financial instrument or index
underlying the futures contract fluctuates, making the long and short positions
in the futures contract more or less valuable, a process known as
"marking-to-market." The Fund will also incur brokerage costs in connection with
entering into futures transactions.

At any time prior to the expiration of a futures contract, the
Fund may elect to close the position by taking an opposite position, which will
operate to terminate the Fund's existing position in the contract. Positions in
futures contracts and options on futures contracts (described below) may be
closed out only on the exchange on which they were entered into (or through a
linked exchange). No secondary market for such contracts exists. Although the
Fund intends to enter into futures contracts only if there is an active market
for such contracts, there is no assurance that an active market will exist at
any particular time. Most futures exchanges limit the amount of fluctuation
permitted in futures contract prices during a single trading day. Once the daily
limit has been reached in a particular contract, no trades may be made that day
at a price beyond that limit or trading may be suspended for specified periods
during the day. It is possible that futures contract prices could move to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions at an advantageous
price and subjecting the Fund to substantial losses. In such event, and in the
event of adverse price movements, the Fund would be required to make daily cash
payments of variation margin. In such situations, if the fund had insufficient
cash, it might have to sell securities to meet daily variation margin
requirements at a time when it would be disadvantageous to do so. In addition,
if the transaction is entered into for hedging purposes, in such circumstances
the Fund may realize a loss on a futures contract or option that is not offset
by an increase in the value of the hedged position. Losses incurred in futures
transactions and the costs of these transactions will affect the Fund's
performance.

Options on Futures Contracts. The Fund may purchase and write put
and call options on interest rate and index futures contracts and may enter into
closing transactions with respect to such options to terminate existing
positions. There is no guarantee that such closing transactions can be effected;
the ability to establish and close out positions on such options will be subject
to the existence of a liquid market.

An option on an interest rate or index futures contract, as
contrasted with the direct investment in such a contract, gives the purchaser
the right, in return for the premium paid, to assume a position in a futures
contract at a specified exercise price at any time prior to the expiration date
of the option. The writer of the option is required upon exercise to assume an
offsetting futures position (a short position if the option is a call and a long
position if the option is a put). Upon exercise of an option, the delivery of
the futures position by the writer of the option to the holder of the option
will be accompanied by delivery of the accumulated balance in the writer's
futures margin account, which represents the amount by which the market price of
the futures contract exceeds, in the case of a call, or is less than, in the
case of a put, the exercise price of the option on the futures contract. The
potential loss related to the purchase of an option on futures contracts is
limited to the premium paid for the option (plus

transaction costs). Because the value of the option is fixed at the point of
sale, there are no daily cash payments by the purchaser to reflect changes in
the value of the underlying contract; however, the value of the option does
change daily and that change would be reflected in the net asset value of the
Fund.

Hedging. The Fund may enter into options and futures transactions
as hedges to reduce investment risk, generally by making an investment expected
to move in the opposite direction of a portfolio position. A hedge is designed
to offset a loss in a portfolio position with a gain in the hedged position; at
the same time, however, a properly correlated hedge will result in a gain in the
portfolio position being offset by a loss in the hedged position. As a result,
the use of options and futures transactions for hedging purposes could limit any
potential gain from an increase in the value of the position hedged. In
addition, the movement in the portfolio position hedged may not be of the same
magnitude as movement in the hedge. With respect to futures contracts, since the
value of portfolio securities will far exceed the value of the futures contracts
sold by the Fund, an increase in the value of the futures contracts could only
mitigate, but not totally offset, the decline in the value of the Fund's assets.

In hedging transactions based on an index, whether the Fund will
realize a gain or loss from the purchase or writing of options on an index
depends upon movements in the level of stock prices in the stock market
generally or, in the case of certain indexes, in an industry or market segment,
rather than movements in the price of a particular stock. The risk of imperfect
correlation increases as the composition of the Fund's portfolio varies from the
composition of the index. In an effort to compensate for imperfect correlation
of relative movements in the hedged position and the hedge, the Fund's hedge
positions may be in a greater or lesser dollar amount than the dollar amount of
the hedged position. Such "over hedging" or "under hedging" may adversely affect
the Fund's net investment results if market movements are not as anticipated
when the hedge is established. Stock index futures transactions may be subject
to additional correlation risks. First, all participants in the futures market
are subject to margin deposit and maintenance requirements. Rather than meeting
additional margin deposit requirements, investors may close futures contracts
through offsetting transactions which would distort the normal relationship
between the stock index and futures markets. Secondly, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market also may cause temporary
price distortions. Because of the possibility of price distortions in the
futures market and the imperfect correlation between movements in a securities
index and movements in the price of index futures, a correct forecast of general
market trends by Warburg still may not result in a successful hedging
transaction.

The Fund will engage in hedging transactions only when deemed
advisable by Warburg, and successful use by the Fund of hedging transactions
will be subject to Warburg's ability to predict trends in interest rates or
securities markets, as the case may be, and to correctly predict movements in
the directions of the hedge and the hedged position and the correlation between
them, which predictions could prove to be inaccurate. This requires

different skills and techniques than predicting changes in the price of
individual securities, and there can be no assurance that the use of these
strategies will be successful. Even a well-conceived hedge may be unsuccessful
to some degree because of unexpected market behavior or trends. Losses incurred
in hedging transactions and the costs of these transactions will affect the
Fund's performance.

Asset Coverage for Options, Futures and Options on Futures. As
described in the Prospectus, the Fund will comply with guidelines established by
the Securities and Exchange Commission (the "SEC") with respect to coverage of
options written by the Fund on securities and indexes and interest rate and
index futures contracts and options on these futures contracts. These guidelines
may, in certain instances, require segregation by the Fund of cash or liquid
high-grade debt securities or other securities that are acceptable as collateral
to the appropriate regulatory authority.

For example, a call option written by the Fund on securities may
require the Fund to hold the securities subject to the call (or securities
convertible into the securities without additional consideration) or to
segregate assets (as described above) sufficient to purchase and deliver the
securities if the call is exercised. A call option written by the Fund on an
index may require the Fund to own portfolio securities that correlate with the
index or to segregate assets (as described above) equal to the excess of the
index value over the exercise price on a current basis. A put option written by
the Fund may require the Fund to segregate assets (as described above) equal to
the exercise price. The Fund could purchase a put option if the strike price of
that option is the same or higher than the strike price of a put option sold by
the Fund. If the Fund holds a futures contract, the Fund could purchase a put
option on the same futures contract with a strike price as high or higher than
the price of the contract held. The Fund may enter into fully or partially
offsetting transactions so that its net position, coupled with any segregated
assets (equal to any remaining obligation), equals its net obligation. Asset
coverage may be achieved by other means when consistent with applicable
regulatory policies.

Additional Information on Other Investment Practices

U.S. Government Securities. The Fund may invest in debt
obligations of varying maturities issued or guaranteed by the United States
government, its agencies or instrumentalities ("U.S. government securities").
Direct obligations of the U.S. Treasury include a variety of securities that
differ in their interest rates, maturities and dates of issuance. U.S.
government securities also include securities issued or guaranteed by the
Federal Housing Administration, Farmers Home Loan Administration, Export-Import
Bank of the United States, Small Business Administration, Government National
Mortgage Association ("GNMA"), General Services Administration, Central Bank for
Cooperatives, Federal Farm Credit Banks, Federal Home Loan Banks, Federal Home
Loan Mortgage Corporation ("FHLMC"), Federal Intermediate Credit Banks, Federal
Land Banks, Federal National Mortgage Association ("FNMA"), Maritime
Administration, Tennessee Valley Authority, District of Columbia Armory Board
and Student Loan Marketing Association. The Fund may also invest in instruments
that are supported by the right of the issuer to borrow from the U.S.

Treasury and instruments that are supported by the credit of the
instrumentality. Because the U.S. government is not obligated by law to provide
support to an instrumentality it sponsors, the Fund will invest in obligations
issued by such an instrumentality only if Warburg determines that the credit
risk with respect to the instrumentality does not make its securities unsuitable
for investment by the Fund.

Mortgage-Related and Asset-Backed Debt Securities. The Fund may
invest in mortgage-related securities, such as those issued by GNMA, FNMA, FHLMC
or private organizations. Mortgage-related securities represent direct or
indirect participations in, or are secured by and payable from, mortgage loans
secured by real property. The mortgages backing these securities include, among
other mortgage instruments, conventional 30-year fixed-rate mortgages, 15-year
fixed-rate mortgages, graduated payment mortgages and adjustable rate mortgages.
Certain mortgage-related securities issued by certain government-related issuers
are guaranteed by the U.S. government as to the timely payment of principal and
interest. Other mortgage-related securities, including those issued by private
organizations, and asset-backed securities are not guaranteed by the U.S.
government. However, certain mortgage loan and other asset pools may be
supported by various forms of insurance or guarantees. Although there may be
guarantees on the payment of interest and principal of these securities, the
guarantees do not extend to the securities' yield or value, which are likely to
vary inversely with fluctuations in interest rates, nor do the guarantees extend
to the yield or value of the Fund's shares.

These securities generally are "pass-through" instruments,
through which the holders receive a share of all interest and principal payments
from the mortgages underlying the securities, net of certain fees. Some
mortgage-related securities, such as collateralized mortgage obligations
("CMOs"), make payments of both principal and interest at a variety of
intervals; others make semiannual interest payments at a predetermined rate and
repay principal at maturity (like a typical bond). Yields on pass-through
securities are typically quoted by investment dealers and vendors based on the
maturity of the underlying instruments and the associated average life
assumption. The average life of pass-through pools varies with the maturities of
the underlying mortgage loans. A pool's term may be shortened by unscheduled or
early payments of principal on the underlying mortgages. The occurrence of
mortgage prepayments is affected by various factors, including the level of
interest rates, general economic conditions, the location, scheduled maturity
and age of the mortgage and other social and demographic conditions. Because
prepayment rates of individual pools vary widely, it is not possible to predict
accurately the average life of a particular pool. For pools of fixed-rate
30-year mortgages, a common industry practice in the U.S. has been to assume
that prepayments will result in a 12-year average life. At present, pools,
particularly those with loans with other maturities or different
characteristics, are priced on an assumption of average life determined for each
pool. In periods of falling interest rates, the rate of prepayment tends to
increase, thereby shortening the actual average life of a pool of
mortgage-related securities. Conversely, in periods of rising rates the rate of
prepayment tends to decrease, thereby lengthening the actual average life of the
pool. However, these effects may not be present, or may differ in degree, if the
mortgage loans in the pools have adjustable interest rates or other special
payment terms, such as a prepayment charge. Actual

prepayment experience may cause the yield of mortgage-backed securities to
differ from the assumed average life yield. Reinvestment of prepayments may
occur at higher or lower interest rates than the original investment, thus
affecting the Fund's yield.

The rate of interest on mortgage-related securities is lower than
the interest rates paid on the mortgages included in the underlying pool due to
the annual fees paid to the servicer of the mortgage pool for passing through
monthly payments to certificate holders and to any guarantor, such as GNMA, and
due to any yield retained by the issuer. Actual yield to the holder may vary
from the coupon rate, even if adjustable, if the mortgage-related securities are
purchased or traded in the secondary market at a premium or discount. In
addition, there is normally some delay between the time the issuer receives
mortgage payments from the servicer and the time the issuer makes the payments
on the mortgage-related securities, and this delay reduces the effective yield
to the holder of such securities.

The Fund may also invest in asset-backed securities, which
represent participations in, or are secured by and payable from, assets such as
motor vehicle installment sales, installment loan contracts, leases of various
types of real and personal property and receivables from revolving credit
(credit card) agreements. Such assets are securitized through the use of trusts
and special purpose corporations. Payments or distributions of principal and
interest may be guaranteed up to certain amounts and for a certain time period
by a letter of credit or a pool insurance policy issued by a financial
institution unaffiliated with the trust or corporation.

Asset-backed securities present certain risks that are not
presented by other securities in which the Fund may invest. Automobile
receivables generally are secured by automobiles. Most issuers of automobile
receivables permit the loan servicers to retain possession of the underlying
obligations. If the servicer were to sell these obligations to another party,
there is a risk that the purchaser would acquire an interest superior to that of
the holders of the asset-backed securities. In addition, because of the large
number of vehicles involved in a typical issuance and technical requirements
under state laws, the trustee for the holders of the automobile receivables may
not have a proper security interest in the underlying automobiles. Therefore,
there is the possibility that recoveries on repossessed collateral may not, in
some cases, be available to support payments on these securities. Credit card
receivables are generally unsecured, and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, many of which
give such debtors the right to set off certain amounts owed on the credit cards,
thereby reducing the balance due. Because asset-backed securities are relatively
new, the market experience in these securities is limited, and the market's
ability to sustain liquidity through all phases of the market cycle has not been
tested. The Fund's investments in mortgage-related and asset-backed debt
securities are limited to 5% of its net assets.

Downgraded Debt and Convertible Securities. Although the Fund may
invest only in investment grade securities (as described in the Prospectuses),
it is not required to dispose of securities downgraded below investment grade
subsequent to acquisition by the Fund. While the market values of medium- and
lower-rated securities and unrated securities

of comparable quality tend to react less to fluctuations in interest rate levels
than do those of higher-rated securities, the market values of certain of these
securities also tend to be more sensitive to individual corporate developments
and changes in economic conditions than higher-quality securities. In addition,
medium- and lower-rated securities and comparable unrated securities generally
present a higher degree of credit risk. Issuers of medium- and lower-rated
securities and unrated securities are often highly leveraged and may not have
more traditional methods of financing available to them so that their ability to
service their obligations during an economic downturn or during sustained
periods of rising interest rates may be impaired. The risk of loss due to
default by such issuers is significantly greater because medium- and lower-rated
securities and unrated securities generally are unsecured and frequently are
subordinated to the prior payment of senior indebtedness.

The market for medium- and lower-rated and unrated securities is
relatively new and has not weathered a major economic recession. Any such
recession could disrupt severely the market for such securities and may
adversely affect the value of such securities and the ability of the issuers of
such securities to repay principal and pay interest thereon.

The Fund may have difficulty disposing of certain of these
securities because there may be a thin trading market. Because there is no
established retail secondary market for many of these securities, the Fund
anticipates that these securities could be sold only to a limited number of
dealers or institutional investors. To the extent a secondary trading market for
these securities does exist, it generally is not as liquid as the secondary
market for higher-rated securities. The lack of a liquid secondary market, as
well as adverse publicity and investor perception with respect to these
securities, may have an adverse impact on market price and the Fund's ability to
dispose of particular issues when necessary to meet the Fund's liquidity needs
or in response to a specific economic event such as a deterioration in the
creditworthiness of the issuer. The lack of a liquid secondary market for
certain securities also may make it more difficult for the Fund to obtain
accurate market quotations for purposes of valuing the Fund and calculating its
net asset value.

The market value of securities in medium- and lower-rated
categories is more volatile than that of higher quality securities. Factors
adversely impacting the market value of these securities will adversely impact
the Fund's net asset value. The Fund will rely on the judgment, analysis and
experience of Warburg in evaluating the creditworthiness of an issuer. In this
evaluation, Warburg will take into consideration, among other things, the
issuer's financial resources, its sensitivity to economic conditions and trends,
its operating history, the quality of the issuer's management and regulatory
matters. Normally, medium- and lower-rated and comparable unrated securities are
not intended for short-term investment. The Fund may incur additional expenses
to the extent it is required to seek recovery upon a default in the payment of
principal or interest on its portfolio holdings of such securities. Recent
adverse publicity regarding lower-rated securities may have depressed the prices
for such securities to some extent. Whether investor perceptions will continue
to have a negative effect on the price of such securities is uncertain.

Lending of Portfolio Securities. The Fund may lend portfolio
securities to brokers, dealers and other financial organizations that meet
capital and other credit requirements or other criteria established by the
Fund's Board of Directors (the "Board"). The Fund will not lend portfolio
securities to affiliates of Warburg unless it has applied for and received
specific authority to do so from the SEC. Loans of portfolio securities will be
collateralized by cash, letters of credit or U.S. government securities, which
are maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. Any gain or loss in the market price of
the securities loaned that might occur during the term of the loan would be for
the account of the Fund. From time to time, the Fund may return a part of the
interest earned from the investment of collateral received for securities loaned
to the borrower and/or a third party that is unaffiliated with the Fund and that
is acting as a "finder."

By lending its securities, the Fund can increase its income by
continuing to receive interest and any dividends on the loaned securities as
well as by either investing the collateral received for securities loaned in
short-term instruments or obtaining yield in the form of interest paid by the
borrower when U.S. government securities are used as collateral. Although the
generation of income is not an investment objective of the Fund, income received
could be used to pay the Fund's expenses and would increase an investor's total
return. The Fund will adhere to the following conditions whenever its portfolio
securities are loaned: (i) the Fund must receive at least 100% cash collateral
or equivalent securities of the type discussed in the preceding paragraph from
the borrower; (ii) the borrower must increase such collateral whenever the
market value of the securities rises above the level of such collateral; (iii)
the Fund must be able to terminate the loan at any time; (iv) the Fund must
receive reasonable interest on the loan, as well as any dividends, interest or
other distributions on the loaned securities and any increase in market value;
(v) the Fund may pay only reasonable custodian fees in connection with the loan;
and (vi) voting rights on the loaned securities may pass to the borrower,
provided, however, that if a material event adversely affecting the investment
occurs, the Board must terminate the loan and regain the right to vote the
securities. Loan agreements involve certain risks in the event of default or
insolvency of the other party including possible delays or restrictions upon the
Fund's ability to recover the loaned securities or dispose of the collateral for
the loan.

Short Sales "Against the Box." In a short sale, the Fund sells a
borrowed security and has a corresponding obligation to the lender to return the
identical security. The seller does not immediately deliver the securities sold
and is said to have a short position in those securities until delivery occurs.
If the Fund engages in a short sale, the collateral for the short position will
be maintained by the Fund's custodian or qualified sub-custodian. While the
short sale is open, the Fund will maintain in a segregated account an amount of
securities equal in kind and amount to the securities sold short or securities
convertible into or exchangeable for such equivalent securities. These
securities constitute the Fund's long position.

While a short sale is made by selling a security the Fund does
not own, a short sale is "against the box" to the extent that the Fund
contemporaneously owns or has

the right to obtain, at no added cost, securities identical to those sold short.
The Fund does not intend to engage in short sales against the box for investment
purposes. The Fund may, however, make a short sale as a hedge, when it believes
that the price of a security may decline, causing a decline in the value of a
security owned by the Fund (or a security convertible or exchangeable for such
security), or when the Fund wants to sell the security at an attractive current
price, but also wishes to defer recognition of gain or loss for U.S. federal
income tax purposes and for purposes of satisfying certain tests applicable to
regulated investment companies under the Code. In such case, any future losses
in the Fund's long position should be offset by a gain in the short position
and, conversely, any gain in the long position should be reduced by a loss in
the short position. The extent to which such gains or losses are reduced will
depend upon the amount of the security sold short relative to the amount the
Fund owns. There will be certain additional transaction costs associated with
short sales against the box, but the Fund will endeavor to offset these costs
with the income from the investment of the cash proceeds of short sales.

Warrants. The Fund may invest up to 5% of net assets in warrants
(valued at the lower of cost or market) (other than warrants acquired by the
Fund as part of a unit or attached to securities at the time of purchase).
Because a warrant does not carry with it the right to dividends or voting rights
with respect to the securities which it entitles a holder to purchase, and
because it does not represent any rights in the assets of the issuer, warrants
may be considered more speculative than certain other types of investments.
Also, the value of a warrant does not necessarily change with the value of the
underlying securities and a warrant ceases to have value if it is not exercised
prior to its expiration date.

Non-Publicly Traded and Illiquid Securities. The Fund may not
invest more than 15% of its net assets in illiquid securities, including
securities that are illiquid by virtue of the absence of a readily available
market, time deposits maturing in more than seven days, certain Rule 144A
Securities (as defined below) and repurchase agreements which have a maturity of
longer than seven days. Securities that have legal or contractual restrictions
on resale but have a readily available market are not considered illiquid for
purposes of this limitation. Repurchase agreements subject to demand are deemed
to have a maturity equal to the notice period.

Historically, illiquid securities have included securities
subject to contractual or legal restrictions on resale because they have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), securities which are otherwise not readily marketable and repurchase
agreements having a maturity of longer than seven days. Securities which have
not been registered under the Securities Act are referred to as private
placements or restricted securities and are purchased directly from the issuer
or in the secondary market. Mutual funds do not typically hold a significant
amount of these restricted or other illiquid securities because of the potential
for delays on resale and uncertainty in valuation. Limitations on resale may
have an adverse effect on the marketability of portfolio securities and a mutual
fund might be unable to dispose of restricted or other illiquid securities
promptly or at reasonable prices and might thereby experience difficulty
satisfying redemptions within seven days. A mutual fund might also have to
register such restricted securities in order to

dispose of them resulting in additional expense and delay. Adverse market
conditions could impede such a public offering of securities.

In recent years, however, a large institutional market has
developed for certain securities that are not registered under the Securities
Act including repurchase agreements, commercial paper, foreign securities,
municipal securities and corporate bonds and notes. Institutional investors
depend on an efficient institutional market in which the unregistered security
can be readily resold or on an issuer's ability to honor a demand for repayment.
The fact that there are contractual or legal restrictions on resale to the
general public or to certain institutions may not be indicative of the liquidity
of such investments.

Rule 144A Securities. Rule 144A under the Securities Act adopted
by the SEC allows for a broader institutional trading market for securities
otherwise subject to restriction on resale to the general public. Rule 144A
establishes a "safe harbor" from the registration requirements of the Securities
Act for resales of certain securities to qualified institutional buyers. Warburg
anticipates that the market for certain restricted securities such as
institutional commercial paper will expand further as a result of this
regulation and use of automated systems for the trading, clearance and
settlement of unregistered securities of domestic and foreign issuers, such as
the PORTAL System sponsored by the National Association of Securities Dealers,
Inc.

An investment in Rule 144A Securities will be considered illiquid
and therefore subject to the Fund's limit on the purchase of illiquid securities
unless the Board or its delegates determines that the Rule 144A Securities are
liquid. In reaching liquidity decisions, the Board and its delegates may
consider, inter alia, the following factors: (i) the unregistered nature of the
security; (ii) the frequency of trades and quotes for the security; (iii) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (iv) dealer undertakings to make a market in the
security and (v) the nature of the security and the nature of the marketplace
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of the transfer).

Borrowing. The Fund may borrow up to 30% of its total assets for
temporary or emergency purposes, including to meet portfolio redemption requests
so as to permit the orderly disposition of portfolio securities or to facilitate
settlement transactions on portfolio securities, so long as there is asset
coverage of at least 300% for all borrowings of the Fund. Additional investments
(including roll-overs) will not be made when borrowings exceed 5% of the Fund's
net assets. Although the principal of such borrowings will be fixed, the Fund's
assets may change in value during the time the borrowing is outstanding. The
Fund expects that some of its borrowings may be made on a secured basis. In such
situations, either the custodian will segregate the pledged assets for the
benefit of the lender or arrangements will be made with a suitable subcustodian,
which may include the lender.

Reverse Repurchase Agreements. The Fund may enter into reverse
repurchase agreements with member banks of the Federal Reserve System and
certain non-bank dealers. Reverse repurchase agreements involve the sale of
securities held by the Fund pursuant to its

agreement to repurchase them at a mutually agreed upon date, price and rate of
interest. At the time the Fund enters into a reverse repurchase agreement, it
will establish and maintain a segregated account with an approved custodian
containing cash or liquid high-grade debt securities having a value not less
than the repurchase price (including accrued interest). The assets contained in
the segregated account will be marked-to-market daily and additional assets will
be placed in such account on any day in which the assets fall below the
repurchase price (plus accrued interest). The Fund's liquidity and ability to
manage its assets might be affected when it sets aside cash or portfolio
securities to cover such commitments. Reverse repurchase agreements involve the
risk that the market value of the securities retained in lieu of sale may
decline below the price of the securities the Fund has sold but is obligated to
repurchase. In the event the buyer of securities under a reverse repurchase
agreement files for bankruptcy or becomes insolvent, such buyer or its trustee
or receiver may receive an extension of time to determine whether to enforce a
Fund's obligation to repurchase the securities, and the Fund's use of the
proceeds of the reverse repurchase agreement may effectively be restricted
pending such decision.

Municipal Obligations. Municipal Obligations (as defined in the
Prospectus) are issued by governmental entities to obtain funds for various
public purposes, including the construction of a wide range of public
facilities, the refunding of outstanding obligations, the payment of general
operating expenses and the extension of loans to public institutions and
facilities. Private activity bonds that are issued by or on behalf of public
authorities to finance various privately-owned facilities are included within
the term Municipal Obligations if the interest paid thereon is exempt from
federal income tax. See the Prospectus, "Certain Investment Strategies -
Municipal Obligations".

Among other instruments, the Fund may purchase short-term tax
anticipation notes, bond anticipation notes, revenue anticipation notes and
other forms of short term loans. Such notes are issued with a short term
maturity in anticipation of the receipt of tax funds, the proceeds of bond
placements or other revenues.

There are, of course, variations in the quality of Municipal
Obligations, both within a particular classification and between
classifications, and the yields on Municipal Obligations depend upon a variety
of factors, including general money market conditions, the financial condition
of the issuer, general conditions of the municipal bond market, the size of a
particular offering, the maturity of the obligation and the rating of the issue.
The ratings of Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's
Ratings Group ("S&P") represent their opinions as to the quality of Municipal
Obligations. It should be emphasized, however, that the ratings are general and
are not absolute standards of quality, and Municipal Obligations with the same
maturity, interest rate and rating may have different yields, while Municipal
Obligations of the same maturity and interest rate with different ratings may
have the same yield. Subsequent to its purchase by the Fund, an issue of
Municipal Obligations may cease to be rated or its rating may be reduced below
the minimum rating required for purchase by the Fund. Warburg will consider such
an event in determining whether the Fund should continue to hold the obligation.
See the Appendix attached hereto for further information concerning the rating
of Moody's and S&P and their significance.

Municipal Obligations are also subject to the provisions of
bankruptcy, insolvency and other laws affecting the rights and remedies of
creditors, such as the Federal Bankruptcy Code, the laws, if any, which may be
enacted by Congress or state legislatures extending the time for payment of
principal or interest, or both, or imposing other constraints upon enforcement
of such obligations or upon the ability of municipalities to levy taxes. There
is also the possibility that as the result of litigation or other conditions the
power or ability of any one or more issuers to pay, when due, principal of and
interest on its, or their, Municipal Obligations may be materially affected.

Variable Rate Notes. Variable rate demand notes ("VRDN's") are
tax exempt obligations which contain a floating or variable interest rate
adjustment formula and an unconditional right of demand to receive payment of
the unpaid principal balance plus accrued interest upon a short notice period.
The interest rates are adjustable at intervals ranging from daily to up to every
six months to some prevailing market rate for similar investments, such
adjustment formula being calculated to maintain the market value of the VRDN at
approximately the par value of the VRDN upon the adjustment rate. The
adjustments are typically based upon the prime rate of a bank or some other
appropriate interest rate adjustment index.

Stand-By Commitments. The amount payable to the Fund upon its
exercise of a stand-by commitment is normally (i) the Fund's acquisition cost of
the Municipal Obligations (excluding any accrued interest which the Fund paid on
their acquisition), less any amortized market premium or plus any amortized
market or original issue discount during the period the Fund owned the
securities, plus (ii) all interest accrued on the securities since the last
interest payment date during that period.

The Fund expects that stand-by commitments will generally be
available without the payment of any direct or indirect consideration. However,
if necessary or advisable, the Fund may pay for a stand-by commitment either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the commitment (this reducing the yield to maturity
otherwise available for the same securities).

The Fund would acquire stand-by commitments solely to facilitate
portfolio liquidity and does not intend to exercise its rights thereunder for
trading purposes. The acquisition of a stand-by commitment would not affect the
valuation or assumed maturity of the underlying Municipal Obligations. Where the
Fund paid any consideration directly or indirectly for a stand-by commitment,
its cost would be reflected as unrealized depreciation for the period during
which the commitment was held by the Fund. Stand-by commitments would not affect
the average weighted maturity of the Fund's portfolio.

The Internal Revenue Service has issued a revenue ruling to the
effect that a registered investment company will be treated for federal income
tax purposes as the owner of the Municipal Obligations acquired subject to a
stand-by commitment and the interest on the Municipal Obligations will be tax
exempt to the Fund.

When Issued Securities and Delayed Delivery Transactions. The
Fund may use its assets to purchase securities on a "when-issued" basis or
purchase or sell securities for delayed delivery (i.e., payment or delivery
occur beyond the normal settlement date at a stated price and yield). The Fund
will enter into a when-issued transaction for the purpose of acquiring portfolio
securities and not for speculative purposes, but may sell the securities before
the settlement date if Warburg deems it advantageous to do so. The payment
obligation and the interest rate that will be received on when-issued and
delayed-delivery securities are fixed at the time the buyer enters into the
commitment. Due to fluctuations in the value of securities purchased or sold on
a when-issued or delayed-delivery basis, the yields obtained on such securities
may be higher or lower than the yields available in the market on the dates when
the investments are actually delivered to the buyers.

When the Fund agrees to purchase when-issued or delayed-delivery
securities, its custodian will set aside cash, U.S. government securities or
other liquid high-grade debt obligations or other securities that are acceptable
as collateral to the appropriate regulatory authority equal to the amount of the
commitment in a segregated account. Normally, the custodian will set aside
portfolio securities to satisfy a purchase commitment, and in such a case, the
Fund may be required subsequently to place additional assets in the segregated
account in order to ensure that the value of the account remains equal to the
amount of the Fund's commitment. It may be expected that the Fund's net assets
will fluctuate to a greater degree when it sets aside portfolio securities to
cover such purchase commitments than when it sets aside cash. When the Fund
engages in when-issued or delayed-delivery transactions, it relies on the other
party to consummate the trade. Failure of the seller to do so may result in the
Fund's incurring a loss or missing an opportunity to obtain a price considered
to be advantageous.

Other Investment Limitations

The investment limitations numbered 1 through 11 may not be
changed without the affirmative vote of the holders of a majority of the Fund's
outstanding shares. Such majority is defined as the lesser of (i) 67% or more of
the shares present at the meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (ii) more
than 50% of the outstanding shares. Investment limitations 12 through 18 may be
changed by a vote of the Board at any time.

The Fund may not:

1. Borrow money except that the Fund may (a) borrow from banks
for temporary or emergency purposes and (b) enter into reverse repurchase
agreements; provided that reverse repurchase agreements and any other
transactions constituting borrowing by the Fund may not exceed 30% of the value
of the Fund's total assets at the time of such borrowing and only if after such
borrowing there is assets coverage of at least 300% for all borrowings of the
Fund. For purposes of this restriction, the entry into options, futures
contracts and options on futures contracts shall not constitute borrowing.

2. Purchase the securities of any issuer if as a result more than
5% of the value of the Fund's total assets would be invested in the securities
of such issuer or more than 10% of the outstanding voting securities of such
issuer would be owned by the Fund, except that this 5% limitation does not apply
to U.S. government securities and except that up to 25% of the value of the
Fund's total assets may be invested without regard to this 5% limitation.

3. Make loans, except that the Fund may purchase or hold
fixed-income securities, lend portfolio securities and enter into repurchase
agreements in accordance with its investment objectives, policies and
limitations.

4. Underwrite any securities issued by others except to the
extent that the investment in restricted securities and the sale of securities
or the purchase of securities directly from the issuer in accordance with the
Fund's investment objectives, policies and limitations may be deeme to be
underwriting.

5. Purchase or sell real estate, except that the Fund may invest
in (a) securities secured by real estate, mortgages or interests therein or (b)
issued by companies which invest in real estate or interests therein.

6. Make short sales of securities or maintain a short position,
except that the Fund may maintain short positions in options on currencies,
securities and stock indexes, futures contracts and options on futures contracts
and enter into short sales "against the box."

7. Purchase securities on margin, except that the Fund may obtain
any short-term credits necessary for the clearance of purchases and sales of
securities. For purposes of this restriction, the deposit or payment of initial
or variation margin in connection with transactions in options, futures
contracts and options on futures contracts will not be deemed to be a purchase
of securities on margin.

8. Invest in commodities, except that the Fund may purchase and
sell futures contracts and options on futures contracts, currencies, securities
or indexes.

9. Pledge, mortgage or hypothecate its assets, except (a) to the
extent necessary to secure permitted borrowings and (b) to the extent related to
the deposit of assets in escrow in connection with collateral and initial or
variation margin arrangements with respect to options, futures contracts, and
options on futures contracts and in amounts not in excess of 125% of the dollar
amount borrowed.

10. Invest more than 15% of the Fund's net assets in securities
which may be illiquid because of legal or contractual restrictions on resale or
securities for which there are no readily available market quotations. For
purposes of this limitation, repurchase agreements with maturities greater than
seven days shall be considered illiquid securities.

11. Make additional investments (including roll-overs) if the
Fund's borrowings exceed 5% of its net assets.

12. Make investments for the purpose of exercising control or
management.

13. Invest in private activity bonds where the payment of
principal and interest are the responsibility of a company (including its
predecessors) with less than three years of continuous operations.

14. Purchase securities of other investment companies except in
connection with a merger, consolidation, acquisition, reorganization or offer of
exchange.

15. Purchase any security if as a result the Fund would then have
more than 5% of its total assets invested in securities of companies (including
predecessors) that have been in continuous operation for fewer than three years.

16. Invest in oil, gas or mineral exploration or development
programs, except that the Fund may invest in securities of companies that invest
in or sponsor oil, gas or mineral exploration or development programs.

17. Purchase or retain securities of any company if any of the
Fund's officers or Directors or any officer or director of Warburg individually
owns more than 1/2 of 1% of the outstanding securities of such company and
together they own beneficially more than 5% of the securities.

18. Invest in warrants (other than warrants acquired by the Fund
as part of a unit or attached to securities at the time of purchase) if, as a
result, the investments (valued at the lower of cost or market) would exceed 5%
of the value of the Fund's net assets.

The aggregate of all Rule 144A Securities, non-publicly traded
and illiquid securities and securities of companies (including predecessors)
that have been in continuous operation for three years or less is limited to 15%
of total assets. This and certain other non-fundamental investment limitations
are currently required by one or more states in which shares of the Fund are
sold. These may be more restrictive than the limitations set forth above. Should
the Fund determine that any such commitment is no longer in the best interest of
the Fund and its shareholders, the Fund will revoke the commitment by
terminating the sale of Fund shares in the state involved. In addition, the
relevant state may change or eliminate its policy regarding such investment
limitations.

If a percentage restriction (other than the percentage limitation
set forth in No. 1 above) is adhered to at the time of an investment, a later
increase or decrease in the percentage of assets resulting from a change in the
values of portfolio securities or in the amount of the Fund's assets will not
constitute a violation of such restriction.

Portfolio Valuation

The Prospectus discusses the time at which the net asset value of
the Fund is determined for purposes of sales and redemptions. The following is a
description of the procedures used by the Fund in valuing its assets.

Securities listed on a U.S. securities exchange (including
securities traded through the NASDAQ National Market System) or foreign
securities exchange or traded in an over-the-counter market will be valued at
the most recent sale as of the time the valuation is made or, in the absence of
sales, at the mean between the bid and asked quotations. If there are no such
quotations, the value of the securities will be taken to be the highest bid
quotation on the exchange or market. Options and futures contracts will be
valued similarly. A security which is listed or traded on more than one exchange
is valued at the quotation on the exchange determined to be the primary market
for such security. Short-term obligations with maturities of 60 days or less are
valued at amortized cost, which constitutes fair value as determined by the
Board. Amortized cost involves valuing a portfolio instrument at its initial
cost and thereafter assuming a constant amortization to maturity of any discount
or premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. The amortized cost method of valuation may also be used
with respect to other debt obligations with 60 days or less remaining to
maturity. In determining the market value of portfolio investments, the Fund may
employ outside organizations (a "Pricing Service") which may use a matrix,
formula or other objective method that takes into consideration market indexes,
matrices, yield curves and other specific adjustments. The procedures of Pricing
Services are reviewed periodically by the officers of the Fund under the general
supervision and responsibility of the Board, which may replace a Pricing Service
at any time. Securities, options and futures contracts for which market
quotations are not available and other assets of the Fund will be valued at
their fair value as determined in good faith pursuant to consistently applied
procedures established by the Board. In addition, the Board or its delegates may
value a security at fair value if it determines that such security's value
determined by the methodology set forth above does not reflect its fair value.

Portfolio Transactions

Warburg is responsible for establishing, reviewing and, where
necessary, modifying the Fund's investment program to achieve its investment
objective. Purchases and sales of newly issued portfolio securities are usually
principal transactions without brokerage commissions effected directly with the
issuer or with an underwriter acting as principal. Other purchases and sales may
be effected on a securities exchange or over-the-counter, depending on where it
appears that the best price or execution will be obtained. The purchase price
paid by the Fund to underwriters of newly issued securities usually includes a
concession paid by the issuer to the underwriter, and purchases of securities
from dealers, acting as either principals or agents in the after market, are
normally executed at a price between the bid and asked price, which includes a
dealer's mark-up or mark-down. Transactions on U.S. stock exchanges and some
foreign stock exchanges involve the payment of negotiated brokerage commissions.
On exchanges on which commissions are negotiated, the cost of transactions

may vary among different brokers. On most foreign exchanges, commissions are
generally fixed. There is generally no stated commission in the case of
securities traded in domestic or foreign over-the-counter markets, but the price
of securities traded in over-the-counter markets includes an undisclosed
commission or mark-up. U.S. government securities are generally purchased from
underwriters or dealers, although certain newly issued U.S. government
securities may be purchased directly from the U.S. Treasury or from the issuing
agency or instrumentality.

Warburg will select specific portfolio investments and effect
transactions for the Fund and in doing so seeks to obtain the overall best
execution of portfolio transactions. In evaluating prices and executions,
Warburg will consider the factors it deems relevant, which may include the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of a broker or dealer and the reasonableness
of the commission, if any, for the specific transaction and on a continuing
basis. Warburg may, in its discretion, effect transactions in portfolio
securities with dealers who provide brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to
the Fund and/or other accounts over which Warburg exercises investment
discretion. Warburg may place portfolio transactions with a broker or dealer
with whom it has negotiated a commission that is in excess of the commission
another broker or dealer would have charged for effecting the transaction if
Warburg determines in good faith that such amount of commission was reasonable
in relation to the value of such brokerage and research services provided by
such broker or dealer viewed in terms of either that particular transaction or
of the overall responsibilities of Warburg. Research and other services received
may be useful to Warburg in serving both the Fund and its other clients and,
conversely, research or other services obtained by the placement of business of
other clients may be useful to Warburg in carrying out its obligations to the
Fund. Research may include furnishing advice, either directly or through
publications or writings, as to the value of securities, the advisability of
purchasing or selling specific securities and the availability of securities or
purchasers or sellers of securities; furnishing seminars, information, analyses
and reports concerning issuers, industries, securities, trading markets and
methods, legislative developments, changes in accounting practices, economic
factors and trends and portfolio strategy; access to research analysts,
corporate management personnel, industry experts, economists and government
officials; comparative performance evaluation and technical measurement services
and quotation services; and products and other services (such as third party
publications, reports and analyses, and computer and electronic access,
equipment, software, information and accessories that deliver, process or
otherwise utilize information, including the research described above) that
assist Warburg in carrying out its responsibilities. Research received from
brokers or dealers is supplemental to Warburg's own research program. The fees
to Warburg under its advisory agreement with the Fund are not reduced by reason
of its receiving any brokerage and research services.

During the fiscal years ended August 31, 1995, 1994 and 1993 the
Warburg Pincus Tax Free Fund investment portfolio of The RBB Fund, Inc. (the
"RBB Fund") paid no brokerage commissions. (The Fund is the successor to the
Warburg Pincus Tax

Free Fund investment portfolio of the RBB Fund, having acquired its assets and
liabilities on May 3, 1996).

Investment decisions for the Fund concerning specific portfolio
securities are made independently from those for other clients advised by
Warburg. Such other investment clients may invest in the same securities as the
Fund. When purchases or sales of the same security are made at substantially the
same time on behalf of such other clients, transactions are averaged as to price
and available investments allocated as to amount, in a manner which Warburg
believes to be equitable to each client, including the Fund. In some instances,
this investment procedure may adversely affect the price paid or received by the
Fund or the size of the position obtained or sold for the Fund. To the extent
permitted by law, Warburg may aggregate the securities to be sold or purchased
for the Fund with those to be sold or purchased for such other investment
clients in order to obtain best execution.

Any portfolio transaction for the Fund may be executed through
Counsellors Securities Inc., the Fund's distributor ("Counsellors Securities"),
if, in Warburg's judgment, the use of Counsellors Securities is likely to result
in price and execution at least as favorable as those of other qualified
brokers, and if, in the transaction, Counsellors Securities charges the Fund a
commission rate consistent with those charged by Counsellors Securities to
comparable unaffiliated customers in similar transactions. All transactions with
affiliated brokers will comply with Rule 17e-1 under the 1940 Act.

In no instance will portfolio securities be purchased from or
sold to Warburg or Counsellors Securities or any affiliated person of such
companies. In addition, the Fund will not give preference to any institutions
with whom the Fund enters into distribution or shareholder servicing agreements
concerning the provision of distribution services or support services. See the
Prospectus, "Shareholder Servicing."

Transactions for the Fund may be effected on foreign securities
exchanges. In transactions for securities not actively traded on a foreign
securities exchange, the Fund will deal directly with the dealers who make a
market in the securities involved, except in those circumstances where better
prices and execution are available elsewhere. Such dealers usually are acting as
principal for their own account. On occasion, securities may be purchased
directly from the issuer. Such portfolio securities are generally traded on a
net basis and do not normally involve brokerage commissions. Securities firms
may receive brokerage commissions on certain portfolio transactions, including
options, futures and options on futures transactions and the purchase and sale
of underlying securities upon exercise of options.

The Fund may participate, if and when practicable, in bidding for
the purchase of securities for the Fund's portfolio directly from an issuer in
order to take advantage of the lower purchase price available to members of such
a group. The Fund will engage in this practice, however, only when Warburg, in
its sole discretion, believes such practice to be otherwise in the Fund's
interest.

Portfolio Turnover

The Fund does not intend to seek profits through short-term
trading, but the rate of turnover will not be a limiting factor when the Fund
deems it desirable to sell or purchase securities. The Fund's portfolio turnover
rate is calculated by dividing the lesser of purchases or sales of its portfolio
securities for the year by the monthly average value of the portfolio
securities. Securities with remaining maturities of one year or less at the date
of acquisition are excluded from the calculation.

Certain practices that may be employed by the Fund could result
in high portfolio turnover. For example, options on securities may be sold in
anticipation of a decline in the price of the underlying security (market
decline) or purchased in anticipation of a rise in the price of the underlying
security (market rise) and later sold. To the extent that its portfolio is
traded for the short-term, the Fund will be engaged essentially in trading
activities based on short-term considerations affecting the value of an issuer's
stock instead of long-term investments based on fundamental valuation of
securities. Because of this policy, portfolio securities may be sold without
regard to the length of time for which they have been held.

MANAGEMENT OF THE FUND

Officers and Board of Directors

The names (and ages) of the Fund's Directors and officers, their
addresses, present positions and principal occupations during the past five
years and other affiliations are set forth below.

<TABLE>

<S> <C>
Richard N. Cooper (61).............. Director
Harvard University National Intelligence Counsel;
1737 Cambridge Street Professor at Harvard University;
Cambridge, MA 02138 Director or Trustee of Circuit
City Stores, Inc. (retail electronics and
appliances) and Phoenix Home Life Insurance Co.

Donald J. Donahue (71).............. Director
99 Indian Field Road Chairman of Magma Copper Company
Greenwich, Connecticut 06830 since January 1987; Director or Trustee of GEV
Corporation and Signet Star
Reinsurance Company; Chairman and
Director of NAC Holdings from
September 1990-June 1993.
</TABLE>

<TABLE>
<S> <C>
Jack W. Fritz (69).................. Director
2425 North Fish Creek Road Private investor; Consultant and
P.O. Box 483 Director of Fritz Broadcasting, Inc. and
Wilson, Wyoming 83014 Fritz Communications (developers and operators of
radio stations); Director of Advo, Inc. (direct
mail advertising).

John L. Furth* (65)................. Chairman of the Board
466 Lexington Avenue Vice Chairman and Director of E.M. Warburg,
New York, New York 10017-3147....... Pincus & Co., Inc. ("EMW"); Associated
with EMW since 1970; President of
The Grant Street Settlement; Trustee
of Blythedale Children's Hospital
and Barnard College; Treasurer of
the Foundation for Child
Development; Chairman of the Board
and officer of other investment
companies advised by Warburg.

Thomas A. Melfe (64)................ Director
30 Rockefeller Plaza Partner in the law firm of Donovan Leisure
New York, New York 10112 Newton & Irvine; Director of Municipal Fund for
New York Investors, Inc.

Arnold M. Reichman* (47)............ President and Director
466 Lexington Avenue Managing Director and Assistant Secretary
New York, New York 10017-3147....... of EMW; Associated with EMW since 1984; Senior
Vice President, Secretary and Chief
Operating Officer of Counsellors
Securities; Officer of other
investment companies advised by
Warburg.
</TABLE>

- ----------
* Indicates a Director who is an "interested person" of the Fund as defined
in the 1940 Act.

<TABLE>
<S> <C>
Alexander B. Trowbridge (66)........ Director
1155 Connecticut Avenue, N.W President of Trowbridge Partners, Inc.
Suite 700 (business consulting) from January 1990-
Washington, DC 20036 January 1994; President of the National
Association of Manufacturers from 1980-1990;
Director or Trustee of New England Mutual Life
Insurance Co., ICOS Corporation
(biopharmaceuticals), P.H.H. Corporation (fleet
auto management; housing and plant relocation
service), WMX Technologies Inc. (solid and
hazardous waste collection and disposal), The
Rouse Company (real estate development),
SunResorts International Ltd. (hotel and real
estate management), Harris Corp. (electronics and
communications equipment), The Gillette Co.
(personal care products) and Sun Company Inc.
(petroleum refining and marketing).

Eugene L. Podsiadlo (39)............ Senior Vice President
466 Lexington Avenue Managing Director of EMW;
New York, New York 10017-3147 Associated with EMW since 1991; Vice President of
Citibank, N.A. from 1987-1991; Senior Vice
President of Counsellors Securities and officer
of other investment companies advised by Warburg.

Stephen Distler (42)................ Vice President and Chief Financial Officer
466 Lexington Avenue Managing Director, Controller and Assistant
New York, New York 10017-3147 Secretary of EMW; Associated with EMW
since 1984; Treasurer of Counsellors
Securities; Officer of other
investment companies advised by
Warburg.

Eugene P. Grace (44)................ Vice President and Secretary
466 Lexington Avenue Associated with EMW since April 1994;
New York, New York 10017-3147....... Attorney-at-law from September 1989-April 1994;
life insurance agent, New York Life
Insurance Company from 1993-1994;
General Counsel and Secretary, Home
Unity Savings Bank from 1991-1992;
Vice President, Chief Compliance
Officer and Assistant Secretary of
Counsellors Securities; Vice
President and Secretary of other
investment companies advised by
Warburg.
</TABLE>

<TABLE>
<S> <C>
Howard Conroy (42).................. Vice President, Treasurer and Chief
466 Lexington Avenue Accounting Officer
New York, New York 10017-3147 Associated with EMW since 1992;
Associated with Martin Geller, C.P.A. from
1990-1992; Vice President, Finance with
Gabelli/Rosenthal & Partners, L.P. until 1990;
Vice President, Treasurer and Chief Accounting
Officer of other investment companies advised by
Warburg.

Janna Manes (28)................... Assistant Secretary
466 Lexington Avenue Associated with EMW since March 1996;
New York, New York 10017-3147 Associated with the law firm of Willkie Farr &
Gallagher from 1993-1996; Assistant
Secretary of other investment
companies advised by Warburg.
</TABLE>

No employee of Warburg or PFPC Inc., the Fund's co-administrator
("PFPC"), or any of their affiliates receives any compensation from the Fund for
acting as an officer or director of the Fund. Each Director who is not a
director, trustee, officer or employee of Warburg, PFPC or any of their
affiliates receives an annual fee of $500, and $250 for each meeting of the
Board attended by him for his services as Director and is reimbursed for
expenses incurred in connection with his attendance at Board meetings.

Directors' Compensation

Total Total Compensation from
Name of Director Compensation from all Investment Companies
Fund+ Managed by Warburg+*
- ---------------------------------- ------------------------- -----------------------------
<S> <C> <C>
John L. Furth None** None**
Arnold M. Reichman None** None**
Richard N. Cooper $1,500 $47,000
Donald J. Donahue $1,500 $47,000
Jack W. Fritz $1,500 $47,000
Thomas A. Melfe $1,500 $47,000
Alexander B. Trowbridge $1,500 $47,000
</TABLE>

'D' Amounts shown are estimates of future payments to be made in the fiscal
year ending August 31, 1996 pursuant to existing arrangements.

* Each Director also serves as a Director or Trustee of 19 other investment
companies advised by Warburg.

** Mr. Furth and Mr. Reichman are considered to be interested persons of the
Fund and Warburg, as defined under Section 2(a)(19) of the 1940 Act, and,
accordingly, receive no compensation from the Fund or any other investment
company managed by Warburg.

As of April 30, 1996, there were no outstanding shares of the Fund.

Portfolio Managers

Mr. Dale C. Christensen is co-portfolio manager for the Fund. Mr.
Christensen is also the overall portfolio strategist for the of the Warburg
Pincus Balanced Fund, and the president and co-portfolio manager of Warburg
Pincus Fixed Income, Global Fixed Income, Intermediate Maturity Government and
New York Intermediate Municipal Fund. He also directs the fixed income group at
Warburg, which he joined in 1989, providing portfolio management for
institutional clients around the world. Mr. Christensen was a vice president in
the International Private Banking division at Citicorp from 1984 to 1989. Prior
to that, Mr. Christensen was a fixed income portfolio manager at CIC Asset
Management from 1982 to 1984. Mr. Christensen earned a B.S. in Agriculture from
the University of Alberta and a B.Ed. in Mathematics from the University of
Calgary, both located in Canada.

Ms. Sharon B. Parente, co-portfolio manager of the Fund, has been
with Warburg since 1992 and specializes in municipal bonds and corporate cash.
Ms. Parente was a vice president at Citibank, N.A. in the Private Banking Group
from 1985 to 1992. Prior to that, she was a fixed income portfolio manager at
Calvert Group from 1981 to 1985 and a municipal trader's assistant at Prescott,
Ball & Turben from 1979 to 1981. Ms. Parente earned a B.S. degree from the
University of Virginia.

Investment Adviser and Co-Administrators

Warburg serves as investment adviser to the Fund pursuant to a
written agreement (the "Advisory Agreement"). Counsellors Funds Service, Inc.
("Counsellors Service") and PFPC both serve as co-administrators to the Fund
pursuant to separate written agreements (the "Counsellors Service
Co-Administration Agreement" and the "PFPC Co-Administration Agreement,"
respectively). Prior to April 10, 1995, PNC Institutional Management Corp.
("PIMC") and PNC Bank, National Association ("PNC") rendered advisory and
sub-advisory services, respectively, to the Warburg Pincus Tax Free Fund
investment portfolio of the RBB Fund Inc., pursuant to advisory and sub-advisory
agreements. Sub-advisory fees were paid by the advisor and not the Fund. The
services provided by, and the fees payable by the Fund to, Warburg under the
Advisory Agreement, Counsellors Service under the Counsellors Service
Co-Administration Agreement and PFPC under the PFPC Co-Administration Agreement
are described in the Prospectus. Each class of shares of the Fund bears its
proportionate share of fees payable to Warburg, Counsellors Service and PFPC in
the proportion that its assets bear to the aggregate assets of the Fund at the
time of calculation.

For the fiscal year ended August 31, 1995, Warburg waived its
entire advisory fee with respect to the Warburg Pincus Tax Free Fund investment
portfolio of the RBB Fund in the amount of $9,060, and PIMC waived its entire
advisory fee in the amount of $13,889. For the fiscal years ended August 31,
1994 and 1993, PIMC also waived its entire advisory fees in the amounts of
$29,801 and $32,002, respectively. Under the Counsellors Service
Co-Administration Agreement, for the fiscal year ended August 31, 1995,
Counsellors Service was paid $1,812. Counsellors Service did not waive any fees
during that fiscal year. Under the PFPC Co-Administration Agreement, for the
fiscal year ended August 31, 1995, PFPC waived its entire co-administration fee
in the amount of $3,239. There were no co-administration agreements prior to
March 31, 1995.

Warburg agrees that if, in any fiscal year, the expenses borne by
the Fund exceed the applicable expense limitations imposed by the securities
regulations of any state in which shares of the Fund are registered or qualified
for sale to the public, it will reimburse the Fund to the extent required by
such regulations. Unless otherwise required by law, such reimbursement would be
accrued and paid on a monthly basis. At the date of this Statement of Additional
Information, the most restrictive annual expense limitation applicable to the
Fund is 2.5% of the first $30 million of the average net assets of the Fund, 2%
of the next $70 million

of the average net assets of the Fund and 1.5% of the remaining average net
assets of the Fund.

Custodians and Transfer Agent

PNC serves as custodian of the Fund's assets, pursuant to a
custodian agreement (the "Custodian Agreement"). Under the Custodian Agreement,
PNC (i) maintains a separate account or accounts in the name of the Fund, (ii)
holds and transfers portfolio securities on account of the Fund, (iii) makes
receipts and disbursements of money on behalf of the Fund, (iv) collects and
receives all income and other payments and distributions for the account of the
Fund's portfolio securities held by it and (v) makes periodic reports to the
Board concerning the Fund's custodial arrangements. PNC may delegate its duties
under its Custodian Agreement with the Fund to a wholly owned direct or indirect
subsidiary of PNC or PNC Bank Corp. upon notice to the Fund and upon the
satisfaction of certain other conditions. PNC is an indirect, wholly owned
subsidiary of PNC Bank Corp. and its principal business address is Broad and
Chestnut Streets, Philadelphia, Pennsylvania 19101.

State Street Bank and Trust Company ("State Street") acts as the
shareholder servicing, transfer and dividend disbursing agent of the Fund
pursuant to a Transfer Agency and Service Agreement, under which State Street
(i) issues and redeems shares of the Fund, (ii) addresses and mails all
communications by the Fund to record owners of Fund shares, including reports to
shareholders, dividend and distribution notices and proxy material for its
meetings of shareholders, (iii) maintains shareholder accounts and, if
requested, sub-accounts and (iv) makes periodic reports to the Board concerning
the transfer agent's operations with respect to the Fund. State Street has
delegated to Boston Financial Data Services, Inc., a 50% owned subsidiary
("BFDS"), responsibility for most shareholder servicing functions. The principal
business address of State Street is 225 Franklin Street, Boston, Massachusetts
02110. BFDS's principal business address is 2 Heritage Drive, Boston,
Massachusetts 02171.

Organization of the Fund

The Fund's charter authorizes the Board to issue three billion
full and fractional shares of common stock, $.001 par value per share ("Common
Shares"), of which one billion shares are designated Common Stock - Series 1 and
one billion shares are designated Advisor Shares. Only Common Shares have been
issued by the Fund.

All shareholders of the Fund in each class, upon liquidation,
will participate ratably in the Fund's net assets. Shares do not have cumulative
voting rights, which means that holders of more than 50% of the shares voting
for the election of Directors can elect all Directors. Shares are transferable
but have no preemptive, conversion or subscription rights.

Distribution and Shareholder Servicing

Common Shares. The Fund has entered into a Shareholder Servicing
and Distribution Plan (the "12b-1 Plan"), pursuant to Rule 12b-1 under the 1940
Act, pursuant to

which the Fund will pay Counsellors Securities, in consideration for Services
(as defined below), a fee calculated at an annual rate of .25% of the average
daily net assets of the Common Shares of the Fund. Services performed by
Counsellors Securities include (i) the sale of the Common Shares, as set forth
in the 12b-1 Plan ("Selling Services"), (ii) ongoing servicing and/or
maintenance of the accounts of Common Shareholders of the Fund, as set forth in
the 12b-1 Plan ("Shareholder Services"), and (iii) sub-transfer agency services,
subaccounting services or administrative services related to the sale of the
Common Shares, as set forth in the 12b-1 Plan ("Administrative Services" and
collectively with Selling Services and Administrative Services, "Services")
including, without limitation, (a) payments reflecting an allocation of overhead
and other office expenses of Counsellors Securities related to providing
Services; (b) payments made to, and reimbursement of expenses of, persons who
provide support services in connection with the distribution of the Common
Shares including, but not limited to, office space and equipment, telephone
facilities, answering routine inquiries regarding the Fund, and providing any
other Shareholder Services; (c) payments made to compensate selected dealers or
other authorized persons for providing any Services; (d) costs relating to the
formulation and implementation of marketing and promotional activities for the
Common Shares, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising, and
related travel and entertainment expenses; (e) costs of printing and
distributing prospectuses, statements of additional information and reports of
the Fund to prospective shareholders of the Fund; and (f) costs involved in
obtaining whatever information, analyses and reports with respect to marketing
and promotional activities that the Fund may, from time to time, deem advisable.

Pursuant to the 12b-1 Plan, Counsellors Securities provides the
Board with periodic reports of amounts expended under the 12b-1 Plan and the
purpose for which the expenditures were made.

For the fiscal years ended August 31, 1995, 1994 and 1993
distribution fees of $14,565, $23,841 and $25,602, respectively, were paid to
Counsellors Securities, on behalf of the Common Shares of the Warburg Pincus Tax
Free investment portfolio of the RBB Fund, for printing and fulfillment of
marketing literature.

Advisor Shares. The Fund may, in the future, enter into
agreements ("agreements") with institutional shareholders of record,
broker-dealers, financial institutions, depository institutions, retirement
plans and financial intermediaries ("Institutions") to provide certain
distribution, shareholder servicing, administrative and accounting services for
their clients or customers (or participants in the case of retirement plans)
("Customers") who are beneficial owners of Advisor Shares. Agreements will be
governed by a distribution plan (the "Distribution Plan") pursuant to Rule 12b-1
under the 1940 Act. The Distribution Plan requires the Board, at least
quarterly, to receive and review written reports of amounts expended under the
Distribution Plan and the purposes for which such expenditures were made.

An Institution with which the Fund has entered into an Agreement
with respect to its Advisor Shares may charge a Customer one or more of the
following types of fees, as

agreed upon by the Institution and the Customer, with respect to the cash
management or other services provided by the Institution: (i) account fees (a
fixed amount per month or per year); (ii) transaction fees (a fixed amount per
transaction processed); (iii) compensation balance requirements (a minimum
dollar amount a Customer must maintain in order to obtain the services offered);
or (iv) account maintenance fees (a periodic charge based upon the percentage of
assets in the account or of the dividend paid on those assets). Services
provided by an Institution to Customers are in addition to, and not duplicative
of, the services to be provided under the Fund's co-administration and
distribution and shareholder servicing arrangements. A Customer of an
Institution should read the relevant Prospectus and this Statement of Additional
Information in conjunction with the Agreement and other literature describing
the services and related fees that would be provided by the Institution to its
Customers prior to any purchase of Fund shares. Prospectuses are available from
the Fund's distributor upon request. No preference will be shown in the
selection of Fund portfolio investments for the instruments of Institutions.

General. The Distribution Plan and the 12b-1 Plan will continue
in effect for so long as their continuance is specifically approved at least
annually by the Board, including a majority of the Directors who are not
interested persons of the Fund and who have no direct or indirect financial
interest in the operation of the Distribution Plan or the 12b-1 Plan
("Independent Directors"). Any material amendment of the Distribution Plan or
the 12b-1 Plan would require the approval of the Board in the same manner.
Neither the Distribution Plan nor the 12b-1 Plan may be amended to increase
materially the amount to be spent thereunder without shareholder approval of the
relevant class of shares. The Distribution Plan or the 12b-1 Plan may be
terminated at any time, without penalty, by vote of a majority of the
Independent Directors or by a vote of a majority of the outstanding voting
securities of the relevant class of shares of the Fund.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The offering price of the Fund's shares is equal to the per share
net asset value of the relevant class of shares of the Fund. Information on how
to purchase and redeem Fund shares and how such shares are priced is included in
the Prospectus under "Net Asset Value."

Under the 1940 Act, the Fund may suspend the right of redemption
or postpone the date of payment upon redemption for any period during which the
NYSE is closed, other than customary weekend and holiday closings, or during
which trading on the NYSE is restricted, or during which (as determined by the
SEC) an emergency exists as a result of which disposal or fair valuation of
portfolio securities is not reasonably practicable, or for such other periods as
the SEC may permit. (The Fund may also suspend or postpone the

recordation of an exchange of its shares upon the occurrence of any of the
foregoing conditions.)

If the Board determines that conditions exist which make payment
of redemption proceeds wholly in cash unwise or undesirable, the Fund may make
payment wholly or partly in securities or other investment instruments which may
not constitute securities as such term is defined in the applicable securities
laws. If a redemption is paid wholly or partly in securities or other property,
a shareholder would incur transaction costs in disposing of the redemption
proceeds. The Fund will comply with Rule 18f-1 promulgated under the 1940 Act
with respect to redemptions in kind.

Automatic Cash Withdrawal Plan. An automatic cash withdrawal plan
(the "Plan") is available to shareholders who wish to receive specific amounts
of cash periodically. Withdrawals may be made under the Plan by redeeming as
many shares of the Fund as may be necessary to cover the stipulated withdrawal
payment. To the extent that withdrawals exceed dividends, distributions and
appreciation of a shareholder's investment in the Fund, there will be a
reduction in the value of the shareholder's investment and continued withdrawal
payments may reduce the shareholder's investment and ultimately exhaust it.
Withdrawal payments should not be considered as income from investment in the
Fund. All dividends and distributions on shares in the Plan are automatically
reinvested at net asset value in additional shares of the Fund.

EXCHANGE PRIVILEGE

An exchange privilege with certain other funds advised by Warburg
is available to investors in the Fund. The funds into which exchanges of Common
Shares currently can be made are listed in the Common Share Prospectus.

The exchange privilege enables shareholders to acquire shares in
a fund with a different investment objective when they believe that a shift
between funds is an appropriate investment decision. This privilege is available
to shareholders residing in any state in which the Common Shares being acquired,
as relevant, may legally be sold. Prior to any exchange, the investor should
obtain and review a copy of the current prospectus of the relevant class of each
fund into which an exchange is being considered. Shareholders may obtain a
prospectus of the relevant class of the fund into which they are contemplating
an exchange from Counsellors Securities.

Upon receipt of proper instructions and all necessary supporting
documents, shares submitted for exchange are redeemed at the then-current net
asset value of the relevant class and the proceeds are invested on the same day,
at a price as described above, in shares of the relevant class of the fund being
acquired. Warburg reserves the right to reject more than three exchange requests
by a shareholder in any 30-day period. The exchange privilege may be modified or
terminated at any time upon 60 days' notice to shareholders.

ADDITIONAL INFORMATION CONCERNING TAXES

The discussion set out below of tax considerations generally
affecting the Fund and its shareholders is intended to be only a summary and is
not intended as a substitute for careful tax planning by prospective
shareholders. Shareholders are advised to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund.

The Fund intends to qualify each year as a "regulated investment
company" under Subchapter M of the Code. If it qualifies as a regulated
investment company, the Fund will pay no federal income taxes on its taxable net
investment income (that is, taxable income other than net realized capital
gains) and its net realized capital gains that are distributed to shareholders.
To qualify under Subchapter M, the Fund must, among other things: (i) distribute
to its shareholders at least 90% of its taxable net investment income (for this
purpose consisting of taxable net investment income and net realized short-term
capital gains); (ii) derive at least 90% of its gross income from dividends,
interest, payments with respect to loans of securities, gains from the sale or
other disposition of securities, or other income (including, but not limited to,
gains from options and futures contracts) derived with respect to the Fund's
business of investing in securities; (iii) derive less than 30% of its annual
gross income from the sale or other disposition of securities, options, futures
or forward contracts held for less than three months; and (iv) diversify its
holdings so that, at the end of each fiscal quarter of the Fund (a) at least 50%
of the market value of the Fund's assets is represented by cash, U.S. government
securities and other securities, with those other securities limited, with
respect to any one issuer, to an amount no greater in value than 5% of the
Fund's total assets and to not more than 10% of the outstanding voting
securities of the issuer, and (b) not more than 25% of the market value of the
Fund's assets is invested in the securities of any one issuer (other than U.S.
government securities or securities of other regulated investment companies) or
of two or more issuers that the Fund controls and that are determined to be in
the same or similar trades or businesses or related trades or businesses. In
meeting these requirements, the Fund may be restricted in the selling of
securities held by the Fund for less than three months and in the utilization of
certain of the investment techniques described above and in the Fund's
Prospectus. As a regulated investment company, the Fund will be subject to a 4%
non-deductible excise tax measured with respect to certain undistributed amounts
of ordinary income and capital gain required to be but not distributed under a
prescribed formula. The formula requires payment to shareholders during a
calendar year of distributions representing at least 98% of the Fund's taxable
ordinary income for the calendar year and at least 98% of the excess of its
capital gains over capital losses realized during the one-year period ending
October 31 during such year, together with any undistributed, untaxed amounts of
ordinary income and capital gains from the previous calendar year. The Fund
expects to pay the dividends and make the distributions necessary to avoid the
application of this excise tax.

The Fund's transactions, if any, in options and futures contracts
will be subject to special provisions of the Code that, among other things, may
affect the character of gains

and losses recognized by the Fund (i.e., may affect whether gains or losses are
ordinary or capital), accelerate recognition of income to the Fund, defer Fund
losses and cause the Fund to be subject to hyperinflationary currency rules.
These rules could therefore affect the character, amount and timing of
distributions to shareholders. These provisions also (i) will require the Fund
to mark-to-market certain types of its positions (i.e., treat them as if they
were closed out) and (ii) may cause the Fund to recognize income without
receiving cash with which to pay dividends or make distributions in amounts
necessary to satisfy the distribution requirements for avoiding income and
excise taxes. The Fund will monitor its transactions, will make the appropriate
tax elections and will make the appropriate entries in its books and records
when it acquires any option or futures contract or hedged investment so that (a)
neither the Fund nor its shareholders will be treated as receiving a materially
greater amount of capital gains or distributions than actually realized or
received, (b) the Fund will be able to use substantially all of its losses for
the fiscal years in which the losses actually occur and (c) the Fund will
continue to qualify as a regulated investment company.

Upon the sale or exchange of shares, a shareholder will realize a
taxable gain or loss depending upon the amount realized and the basis in the
shares. Such gain or loss will be treated as capital gain or loss if the shares
are capital assets in the shareholder's hands, and, as described in the
Prospectus, will be long-term or short-term depending upon the shareholder's
holding period for the shares. Any loss realized on a sale or exchange will be
disallowed to the extent the shares disposed of are replaced, including
replacement through the reinvestment of dividends and capital gains
distributions in the Fund, within a period of 61 days beginning 30 days before
and ending 30 days after the disposition of the shares. In such a case, the
basis of the shares acquired will be increased to reflect the disallowed loss.

A shareholder of the Fund receiving dividends or distributions in
additional shares should be treated for federal income tax purposes as receiving
a distribution in an amount equal to the amount of money that a shareholder
receiving cash dividends or distributions receives, and should have a cost basis
in the shares received equal to that amount. Investors considering buying shares
just prior to a dividend or capital gain distribution should be aware that,
although the price of shares purchased at that time may reflect the amount of
the forthcoming distribution, those who purchase just prior to a distribution
will receive a distribution that will nevertheless be taxable to them.

Each shareholder will receive an annual statement as to the
federal income tax status of his dividends and distributions from the Fund for
the prior calendar year. Furthermore, shareholders will also receive, if
appropriate, various written notices after the close of the Fund's taxable year
regarding the federal income tax status of certain dividends and distributions
that were paid (or that are treated as having been paid) by the Fund to its
shareholders during the preceding year.

If a shareholder fails to furnish a correct taxpayer
identification number, fails to report fully dividend or interest income, or
fails to certify that he has provided a correct taxpayer identification number
and that he is not subject to "backup withholding," the shareholder may be
subject to a 31% "backup withholding" tax with respect to (i) taxable

dividends and distributions and (ii) the proceeds of any sales or repurchases of
shares of the Fund. An individual's taxpayer identification number is his social
security number. Corporate shareholders and other shareholders specified in the
Code are or may be exempt from backup withholding. The backup withholding tax is
not an additional tax and may be credited against a taxpayer's federal income
tax liability. Dividends and distributions also may be subject to state and
local taxes depending on each shareholder's particular situation.

Investment in Municipal Obligations

Because the Fund will distribute exempt-interest dividends,
interest on indebtedness incurred by a shareholder to purchase or carry Fund
shares is not deductible for federal income tax purposes. If a shareholder
receives an exempt-interest dividend with respect to any share of the Fund and
if such share is held by the shareholder for six months or less, then any loss
on the sale or exchange of such share, to the extent of such exempt-interest
dividend, shall be disallowed. In addition, the Code may require a shareholder,
if he or she receives exempt-interest dividends, to treat as taxable income a
portion of certain otherwise non-taxable social security and railroad retirement
benefit payments. Furthermore, that portion of any exempt interest dividend paid
by the Fund which represents income from private activity bonds may not retain
its tax-exempt status in the hands of a shareholder who is a "substantial user"
(or persons related thereto) of a facility financed by such bonds.

Under the Code, interest on specified private activity bonds
issued after August 7, 1986, although otherwise exempt from federal income tax,
is treated as an item of tax preference for purposes of the alternative minimum
tax. If the Fund invests in such specified "private activity bonds," it will
report a portion of the "exempt-interest dividends" paid to its shareholders as
interest on specified private activity bonds, and hence as a tax preference
item. Corporate investors should note that the "adjusted current earnings" of a
corporation are treated as a tax preference item subject to the alternative
minimum tax. Exempt interest dividends are included in adjusted current
earnings. The amount of the alternative minimum tax imposed by the Code is the
excess, if any, of the taxpayer's "tentative minimum tax" over the taxpayer's
regular tax liability for the taxable year. The "tentative minimum tax" is equal
to (i) 26% of the first $175,000, and 28% of any amount over $175,000 (for
corporations, 20% of the whole), of the taxpayer's alternative minimum taxable
income (defined as regular taxable income modified by certain adjustments and
increased by the taxpayer's "items of tax preference," including the adjustment
for corporate current earnings and the tax preference for tax-exempt interest on
private activity bonds described above) for the taxable year as exceeds the
exemption amount, less (ii) the alternative minimum tax foreign tax credit for
the taxable year. The exemption amount is $40,000 for corporations, $45,000 for
those filing joint returns, lesser amounts for others, and is phased out over
certain income levels. Prospective investors should consult their own tax
advisers with respect to the possible application of the alternative minimum tax
to their tax situations and should inquire about changes to the alternative
minimum tax rules resulting from legislation that may be passed after the
effective date of this Statement of Additional Information.

In addition, the receipt of Fund dividends and distributions may
affect a foreign corporate shareholder's federal "branch profits" tax liability
and a Subchapter S corporation shareholder's federal "excess net passive income"
tax liability. Shareholders should consult their own tax advisers as to whether
they are (i) substantial users with respect to a facility or related to such
users within the meaning of the Code or (ii) subject to a federal alternative
minimum tax, any applicable state alternative minimum tax, the federal
environmental tax, the federal branch profit tax, or the federal excess net
passive income tax. Shareholders who are recipients of Social Security benefits
should be aware that tax-exempt interest dividends received from the Fund are
included in their "modified adjusted gross income" for purposes of determining
the amount of such Social Security benefits, if any, that are required to be
included in their gross income.

While the Fund does not expect to realize a significant amount of
net capital gains, any such gains realized will be distributed annually as
described in the Fund's Prospectus. Such distributions ("capital gain
dividends"), if any, will be taxable to the shareholders as long-term capital
gains, regardless of how long a shareholder has held the Fund's shares, and will
be designated as capital gain dividends in a written notice mailed by the Fund
to the shareholders after the close of the Fund's prior taxable year. If a
shareholder receives a capital gain dividend with respect to any share and if
such share is held by the shareholder for six months or less, then any loss (to
the extent not disallowed pursuant to the other six month rule described above)
on the sale or exchange of such share, to the extent of the capital gain
dividend, shall be treated as a long-term capital loss. The maximum tax rate for
individuals imposed on net capital gains is 28% whereas the maximum marginal
income tax rate is 39.6%. Up to the 28% maximum, all capital gains, whether
long-term or short-term, are taxed as ordinary income. Proposed legislation
would reduce capital gains tax rates for individuals and corporations.

Capital gain distributions by the Fund result in a reduction in
the net asset value of the Fund's shares. Should a distribution reduce the net
asset value below a shareholder's cost basis, such distribution would
nevertheless be taxable to the shareholder as ordinary income or capital gain as
described above, even though, from an investment standpoint, it may constitute a
partial return of capital.

If, for any full fiscal year, the Fund's total distributions
exceed net investment income and net realized capital gains, the excess
distributions may be treated as a taxable dividend or as a tax-free return of
capital (up to the amount of the shareholder's tax basis in his or her shares).
The amount treated as a tax-free return of capital will reduce a shareholder's
adjusted basis in his or her shares. Pursuant to the requirements of the 1940
Act and other applicable laws, a notice will accompany any distribution paid
from sources other than net investment income. In the event the Fund distributes
amounts in excess of its net investment income and net realized capital gains,
such distributions may have the effect of decreasing the Fund's total assets,
which may increase the Fund's expense ratio.

Dividends derived by the Fund from tax-exempt interest are
designated as tax-exempt in the same percentage of the day's dividend as the
actual tax-exempt income earned

on that day. Thus, the percentage of the dividend designated as tax-exempt may
vary from day to day.

DETERMINATION OF PERFORMANCE

From time to time, the Fund may quote the total return of its
Common Shares in advertisements or in reports and other communications to
shareholders. The average annual total return and the aggregate total return of
the Warburg Pincus Tax Free Fund investment portfolio of the RBB Fund, for the
year ended August 31, 1995 were both 8.89%, with waivers, and 7.13%, without
waivers. The average annual total return and aggregate total return for the
period beginning on the commencement of the operations of the Warburg Pincus Tax
Free Fund investment portfolio of the RBB Fund (October 1988) and ending August
31, 1995 were 8.34% and 73.89%, respectively, with waivers. Without waivers, for
the same time period, the average annual total return and the aggregate total
return for Common Shares would have been 6.53% and 54.52%, respectively. The
average annual total return for the five-year period ended August 31, 1995, was
9.17% with waivers and 7.37%, without waivers. Average annual total return is
calculated by finding the average annual compounded rates of return for the
one-, five- and ten- (or such shorter period as the relevant class of shares has
been offered) year periods that would equate the initial amount invested to the
ending redeemable value according to the following formula: P (1 + T)n = ERV.
For purposes of this formula, "P" is a hypothetical investment of $1,000; "T" is
average annual total return; "n" is number of years; and "ERV" is the ending
redeemable value of a hypothetical $1,000 payment made at the beginning of the
one-, five- or ten-year periods (or fractional portion thereof). Total return or
"T" is computed by finding the average annual change in the value of an initial
$1,000 investment over the period and assumes that all dividends and
distributions are reinvested during the period.

The Fund may advertise, from time to time, comparisons of the
performance of its Common Shares with that of one or more other mutual funds
with similar investment objectives. The Fund may advertise average annual
calendar year-to-date and calendar quarter returns, which are calculated
according to the formula set forth in the preceding paragraph, except that the
relevant measuring period would be the number of months that have elapsed in the
current calendar year or most recent three months, as the case may be. Investors
should note that this performance may not be representative of the Fund's total
return in longer market cycles.

The Fund may also advertise its yield and tax equivalent yield.
The yield for the Warburg Pincus Tax Free Fund investment portfolio of the RBB
Fund for the thirty-day period ended August 31, 1995 was 5.04% and the tax
equivalent yield for the Fund was 7.00% (assuming an income tax rate of 28%).
Yield is calculated by annualizing the net investment income generated by the
Fund over a specified thirty-day period according to the following formula:

YIELD = 2[(a-b +1)'PP'6-1]
---
cd

For purposes of this formula: "a" is dividends and interest
earned during the period; "b" is expenses accrued for the period (net of
reimbursements); "c" is the average daily number of shares outstanding during
the period that were entitled to receive dividends; and "d" is the maximum
offering price per share on the last day of the period. Tax equivalent yield is
calculated over a specified thirty-day period by dividing that portion of the
Fund's yield which is tax exempt by one minus a stated income tax rate and
adding the product to that portion, if any, of the yield of the Fund that is not
tax exempt.

The performance of a class of Fund shares will vary from time to
time depending upon market conditions, the composition of the Fund's portfolio
and operating expenses allocable to it. As described above, total return is
based on historical earnings and is not intended to indicate future performance.
Consequently, any given performance quotation should not be considered as
representative of performance for any specified period in the future.
Performance information may be useful as a basis for comparison with other
investment alternatives. However, the Fund's performance will fluctuate, unlike
certain bank deposits or other investments which pay a fixed yield for a stated
period of time. Any fees charged by Institutions or other institutional
investors directly to their customers in connection with investments in Fund
shares are not reflected in the Fund's total return, and such fees, if charged,
will reduce the actual return received by customers on their investments.

INDEPENDENT ACCOUNTANTS AND COUNSEL

Coopers & Lybrand L.L.P. ("Coopers & Lybrand"), with principal
offices at 2400 Eleven Penn Center, Philadelphia, Pennsylvania 19103, serves as
independent accountants for the Fund. Willkie Farr & Gallagher serves as counsel
for the Fund as well as counsel to Warburg, Counsellors Service and Counsellors
Securities.

MISCELLANEOUS

As of April 15, 1996, the names, addresses and percentage
ownership of each person that owned 5% or more of the outstanding shares of the
corresponding Warburg Pincus Tax Free Fund investment portfolio of the RBB Fund
were as follows:

<TABLE>
<CAPTION>
Percent Owned as of
Name and Address April 15, 1996
------------------------------------- -------------------
<S> <C>
Gruntal Company 10.93%
FBO 995-10702-19
14 Wall Street
New York, New York 10005-2176
-------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Percent Owned as of
Name and Address April 15, 1996
------------------------------------- -------------------
<S> <C>
Gruntal Co. 9.68%
FBO 995-16852-14
14 Wall Street
New York, New York 10005-2176
</TABLE>

FINANCIAL STATEMENTS

The unaudited financial statements for the six months ended
February 29, 1996, the audited financial statements for the fiscal year ended
August 31, 1995 and the Report of Independent Accountants for the Warburg Pincus
Tax Free Fund investment portfolio of the RBB Fund are attached to this
Statement of Additional Information.

APPENDIX

DESCRIPTION OF RATINGS

Commercial Paper Ratings

Commercial paper rated A-1 by Standard and Poor's Ratings Group
("S&P") indicates that the degree of safety regarding timely payment is strong.
Those issues determined to possess extremely strong safety characteristics are
denoted with a plus sign designation. Capacity for timely payment on commercial
paper rated A-2 is satisfactory, but the relative degree of safety is not as
high as for issues designated A-1.

The rating Prime-1 is the highest commercial paper rating
assigned by Moody's Investors Services, Inc. ("Moody's"). Issuers rated Prime-1
(or related supporting institutions) are considered to have a superior capacity
for repayment of short-term promissory obligations. Issuers rated Prime-2 (or
related supporting institutions) are considered to have a strong capacity for
repayment of short-term promissory obligations. This will normally be evidenced
by many of the characteristics of issuers rated Prime-1 but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternative liquidity is maintained.

Short-Term Note Ratings

The following summarizes the two highest ratings used by S&P for
short-term notes:

SP-1 - Loans bearing this designation evidence a very strong or
strong capacity to pay principal and interest. Those issues determined to
possess overwhelming safety characteristics will be given a plus sign
designation.

SP-2 - Loans bearing this designation evidence a satisfactory
capacity to pay principal and interest.

The following summarizes the two highest ratings used by Moody's
for short-term notes and variable rate demand obligations:

MIG-1/VMIG-2 - Obligations bearing these designations are of the
best quality, enjoying strong protection from established cash flows or funds
for their servicing or from established and broad-based access to the market for
refinancing, or both.

MIG-2/VMIG-2 - Obligations bearing these designations are of high
quality with margins of protection ample although not so large as in the
preceding group.

A-1

Corporate Bond and Municipal Obligations Ratings

The following summarizes the ratings used by S&P for corporate
bonds and Municipal Obligations:

AAA - This is the highest rating assigned by S&P to a debt
obligation and indicates an extremely strong capacity to pay interest and repay
principal.

AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from AAA issues only in small degree.

A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher-rated
categories.

BBB - This is the lowest investment grade. Debt rated BBB is
regarded as having an adequate capacity to pay interest and repay principal.
Although it normally exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for bonds in this category than for
bonds in higher rated categories.

BB, B, CCC, CC and C - Debt rated BB and B are regarded, on
balance, as predominately speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
represents a lower degree of speculation than B, and CCC the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

BB - Debt rated BB has less near-term vulnerability to default
than other speculative issues. However, they face major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions, which could
lead to inadequate capacity to meet timely interest and principal payments. The
BB rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

B - Debt rated B has a greater vulnerability to default but
currently have the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair capacity
or willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied BB or BB- rating.

CCC - Debt rated CCC has a currently identifiable vulnerability
to default and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal.

A-2

The CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.

CC - This rating is typically applied to debt subordinated to
senior debt that is assigned an actual or implied CCC rating.

C - This rating is typically applied to debt subordinated to
senior debt which is assigned an actual or implied CCC- debt rating. The C
rating may be used to cover a situation where a bankruptcy petition has been
filed, but debt service payments are continued.

Additionally, the rating CI is reserved for income bonds on which
no interest is being paid. Such debt is rated between debt rated C and debt
rated D.

To provide more detailed indications of credit quality, the
ratings may be modified by the addition of a plus or minus sign to show relative
standing within this major rating category.

D - Debt rated D is in payment default. The D rating category is
used when interest payments or principal payments are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

The following summarizes the ratings used by Moody's for
corporate bonds and Municipal Obligations:

Aaa - Bonds that are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large or
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds that are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.

A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

A-3

Baa - Bonds which are rated Baa are considered as medium-grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of
desirable investments. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Moody's applies numerical modifiers (1, 2 and 3) with respect to
the bonds rated "Aa" through "B." The modifier 1 indicates that the bond being
rated ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the bond ranks
in the lower end of its generic rating category.

Caa - Bonds that are rated Caa are of poor standing. These issues
may be in default or present elements of danger may exist with respect to
principal or interest.

Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds,
and issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

A-4

STATEMENT OF DIFFERENCES

The dagger footnote symbol shall be expressed as `D'

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