WARBURG PINCUS GLOBAL POST VENTURE CAPITAL FUND INC
497, 1997-02-25
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                                   PROSPECTUS
                               February 21, 1997
                                 WARBURG PINCUS
                           POST-VENTURE CAPITAL FUND
                                 WARBURG PINCUS
                        GLOBAL POST-VENTURE CAPITAL FUND
 
 
                                     [Logo]




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<PAGE>
PROSPECTUS                                                     February 21, 1997
 
Warburg  Pincus Funds are a family of open-end mutual funds that offer investors
a  variety  of  investment  opportunities.  Two  funds  are  described  in  this
Prospectus:
 
WARBURG  PINCUS POST-VENTURE CAPITAL FUND seeks long-term growth of capital. The
Fund will pursue its  objective by investing primarily  in equity securities  of
issuers  in  their  post-venture capital  stage  of development  and  pursues an
aggressive investment strategy.
 
WARBURG PINCUS  GLOBAL  POST-VENTURE  CAPITAL FUND  seeks  long-term  growth  of
capital.  The Fund  will pursue its  objective by investing  primarily in equity
securities of U.S. and  foreign issuers in their  post-venture capital stage  of
development and pursues an aggressive investment strategy.
 
Because  of the nature of each Fund's  investments and certain strategies it may
use, an investment in a Fund involves  certain risks and may not be  appropriate
for all investors.
 
NO LOAD CLASS OF COMMON SHARES__________________________________________________
Each  Fund offers two  classes of shares. A  class of Common  Shares that is 'no
load' 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  OneSource'tm'  Program;  Fidelity
Brokerage Services, Inc.  FundsNetwork'tm'  Program; Jack White & Company, Inc.;
and Waterhouse Securities, Inc.
 
LOW MINIMUM INVESTMENT__________________________________________________________
The  minimum  initial investment  in each  Fund is  $2,500 ($500  for an  IRA or
Uniform Transfers 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'). The SEC maintains a Web site
(http://www.sec.gov)  that  contains  the Statement  of  Additional Information,
material incorporated by  reference and other  information regarding the  Funds.
The  Statement  of Additional  Information is  also  available upon  request and
without charge by calling  Warburg Pincus Funds  at (800) 927-2874.  Information
regarding the status of shareholder accounts may also be obtained by calling the
Funds at the same number. The Statement of Additional Information, as amended or
supplemented  from time to time,  bears the same date  as this Prospectus and is
incorporated by reference in its entirety into this Prospectus.
 
SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED OR ENDORSED
BY ANY  BANK,  AND SHARES  ARE  NOT FEDERALLY  INSURED  BY THE  FEDERAL  DEPOSIT
INSURANCE   CORPORATION,  THE  FEDERAL  RESERVE   BOARD  OR  ANY  OTHER  AGENCY.
INVESTMENTS IN SHARES OF A FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------
 
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_____________________________________________________________
   Each  of Warburg Pincus Post-Venture  Capital Fund (the 'Post-Venture Capital
Fund')  and  Warburg  Pincus  Global  Post-Venture  Capital  Fund  (the  'Global
Post-Venture  Capital  Fund'; collectively,  the  'Funds') currently  offers two
separate classes of shares: Common Shares and Advisor Shares. For a  description
of  Advisor  Shares, see  'General Information.'  Common  Shares pay  the Fund's
distributor a 12b-1 fee. See 'Management of the Funds -- Distributor.'
 
<TABLE>
<CAPTION>
                                                                 Post-Venture       Global
                                                                   Capital       Post-Venture
                                                                     Fund        Capital Fund
                                                                 ------------    ------------
<S>                                                              <C>             <C>
Shareholder Transaction Expenses
    Maximum Sales Load Imposed on Purchases
      (as a percentage of offering price).....................           0          0
Annual Fund Operating Expenses
  (as a percentage of average net assets)
    Management Fees...........................................         .62%           .40%
    12b-1 Fees................................................         .25%           .25%
    Other Expenses............................................         .78%          1.00%
                                                                     -----            ---
    Total Fund Operating Expenses*............................        1.65%          1.65%
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...................................................         $17            $17
     3 years..................................................         $52            $52
     5 years..................................................         $90            N/A
    10 years..................................................        $195            N/A
</TABLE>
 
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 * Absent  the   waiver   of  fees   by   a  Fund's   investment   adviser   and
   co-administrator,  Management Fees of the Post-Venture Capital and the Global
   Post-Venture Capital Funds  would have equalled  1.25%. Other Expenses  would
   have equalled .82% and 1.10%, respectively, and Total Fund Operating Expenses
   would have equalled 2.32% and 2.60%, respectively. The investment adviser and
   co-administrator are under no obligation to continue these waivers.
 
                          ---------------------------
 
   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 a 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 COMMON SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   The  following information regarding each Fund  for the fiscal year or period
ended October 31, 1995  and October 31, 1996  has been derived from  information
audited by Coopers & Lybrand L.L.P., independent accountants, whose report dated
December  18, 1996 is incorporated by reference in the relevant Fund's Statement
of Additional  Information. Further  information about  the performance  of  the
Funds  is contained in the Funds' annual  report, dated October 31, 1996, copies
of which appear  in the  Funds' Statement of  Additional Information  or may  be
obtained without charge by calling Warburg Pincus Funds at (800) 927-2874.
 
POST-VENTURE CAPITAL FUND
 
<TABLE>
<CAPTION>
                                                                                  For the Period
                                                                                September 29, 1995
                                                                                  (Commencement
                                                                  For the         of Operations)
                                                                Year Ended           through
                                                                October 31,        October 31,
                                                                   1996                1995
                                                                -----------     ------------------
<S>                                                             <C>             <C>
Net Asset Value, Beginning of Period........................        $10.69            $10.00
                                                                -----------            -----
 Income from Investment Operations
 Net Investment Income......................................          (.11)              .00
 Net Gain on Securities (both realized and unrealized)......          5.45               .69
                                                                -----------            -----
 Total from Investment Operations...........................          5.34               .69
                                                                -----------            -----
 Less Distributions
 Dividends from net investment income.......................           .00               .00
 Distributions from capital gains...........................           .00               .00
                                                                -----------            -----
 Total Distributions........................................           .00               .00
                                                                -----------            -----
Net Asset Value, End of Period..............................        $16.03            $10.69
                                                                -----------            -----
                                                                -----------            -----
Total Return................................................         49.95%             6.90%`D'
Ratios/Supplemental Data
Net Assets, End of Period (000s)............................     $ 165,081            $3,024
Ratios to Average Daily Net Assets:
 Operating expenses.........................................          1.65%             1.65%*
 Net investment income......................................         (1.13%)             .25%*
 Decrease reflected in above operating expense ratios due to
   waivers/reimbursements...................................           .67%            23.76%*
Portfolio Turnover Rate.....................................        168.46%            16.90%*
Average Commission Rate#....................................          $.0529         --
</TABLE>
 
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`D' Non-annualized.
* Annualized.
# Computed  by dividing the total amount of commissions paid by the total number
  of shares  purchased  and  sold  during  the period  for  which  there  was  a
  commission charged.
 
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GLOBAL POST-VENTURE CAPITAL FUND
 
<TABLE>
<CAPTION>
                                                                             For the Period
                                                                           September 30, 1996
                                                                            (Commencement of
                                                                              Operations)
                                                                                through
                                                                              October 31,
                                                                                  1996
                                                                           ------------------
<S>                                                                        <C>
Net Asset Value, Beginning of Period...................................          $10.00
                                                                                  -----
 Income from Investment Operations
 Net Investment Income.................................................             .00
 Net Loss on Securities and Foreign Currency Related Items (both
   realized and unrealized)............................................            (.14)
                                                                                  -----
 Total from Investment Operations......................................            (.14)
                                                                                  -----
 Less Distributions
 Dividends from net investment income..................................             .00
 Distributions from capital gains......................................             .00
                                                                                  -----
 Total Distributions...................................................             .00
                                                                                  -----
Net Asset Value, End of Period.........................................          $ 9.86
                                                                                  -----
                                                                                  -----
Total Return...........................................................           (1.40%)`D'
Ratios/Supplemental Data
Net Assets, End of Period (000s).......................................          $3,007
Ratios to Average Daily Net Assets:
 Operating expenses....................................................            1.65%*
 Net investment loss...................................................            (.20%)*
 Decrease reflected in above operating expense ratio due to
   waivers/reimbursements..............................................           21.71%*
Portfolio Turnover Rate................................................            5.85%`D'
Average Commission Rate#...............................................            $.0323
</TABLE>
 
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`D' Non-annualized.
* Annualized.
# Computed  by dividing the total amount of commissions paid by the total number
  of shares  purchased  and  sold  during  the period  for  which  there  was  a
  commission charged.
 
INVESTMENT OBJECTIVES AND POLICIES______________________________________________
   Because  of the nature  of each Fund's investments  and certain strategies it
may use, such as investing in Private Funds (as defined below), an investment in
a Fund should  be considered only  for the aggressive  portion of an  investor's
portfolio and may not be appropriate for all investors.
   The Post-Venture Capital Fund and Global Post-Venture Capital Fund each seeks
long-term  growth of capital. This objective is a fundamental policy and may not
be amended without first obtaining the approval of a majority of the outstanding
shares of a Fund. Any investment involves  risk and, therefore, there can be  no
assurance that either Fund will achieve its investment objective. See 'Portfolio
Investments'  and 'Certain  Investment Strategies'  for descriptions  of certain
types of investments the Funds may make.
   The Funds  are diversified  management investment  companies that  pursue  an
aggressive  investment  strategy.  The  Post-Venture  Capital  Fund  pursues its
investment objective by investing primarily in equity securities of U.S. issuers
and the Global  Post-Venture Capital  Fund pursues its  investment objective  by
investing  primarily in equity  securities of U.S. and  foreign issuers, in each
case considered by  Warburg, Pincus  Counsellors, Inc.,  each Fund's  investment
adviser  ('Warburg'), to be in their  post-venture capital stage of development.
The Funds intend to invest in post-venture capital companies, as defined  below,
traded on national securities exchanges and in over-the-
 
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counter  markets and, in the case of the Global Post-Venture Capital Fund, other
public markets in  various developed  countries as well  as emerging  securities
markets.
   Although  each Fund may invest up to 10% of its assets in venture capital and
other investment funds, the Funds are not designed primarily to provide  venture
capital financing. Rather, under normal market conditions, each Fund will invest
at  least 65% of its total assets  in equity securities of 'post-venture capital
companies.' In the case of the Global Post-Venture Capital Fund, these companies
will be located  in at  least three countries,  including the  United States.  A
post-venture  capital company  is a  company that  has received  venture capital
financing either (a) during the early  stages of the company's existence or  the
early  stages of the development of a new product or service or (b) as part of a
restructuring or  recapitalization of  the company.  The investment  of  venture
capital  financing, distribution of such company's securities to venture capital
investors, or initial  public offering  ('IPO'), whichever is  later, will  have
been  made  within ten  years  prior to  the  Fund's purchase  of  the company's
securities. The Global Post-Venture Capital Fund currently intends to invest  at
least  35%  of  its total  assets  in  non-U.S. post-venture  capital  and other
companies. A company will be considered to  be located in the country where  (i)
the  company  is organized,  (ii) where  its  principal business  activities are
conducted and where at least 50% of its revenues or profits from goods  produced
and  sold are derived, investments  are made or services  are performed or (iii)
where the principal trading market for the company's securities is located.
   Warburg believes that  venture capital participation  in a company's  capital
structure can lead to revenue/earnings growth rates above those of older, public
companies  such as those in the Dow Jones Industrial Average, the Fortune 500 or
the Morgan  Stanley  Capital  International Europe,  Australasia  and  Far  East
('EAFE') Index. Venture capitalists finance start-up companies, companies in the
early  stages of developing new products  or services and companies undergoing a
restructuring or recapitalization, since these companies may not have access  to
conventional  forms  of financing  (such as  bank loans  or public  issuances of
stock). Venture capitalists may hold substantial positions in companies that may
have been acquired  at prices  significantly below the  initial public  offering
price.  This may  create a  potential adverse  impact in  the short-term  on the
market price of a company's stock due to  sales in the open market by a  venture
capitalist  or  others who  acquired  the stock  at  lower prices  prior  to the
company's IPO.  Warburg will  consider the  impact of  such sales  in  selecting
post-venture  capital  investments. Venture  capitalists  may be  individuals or
funds organized by venture capitalists which are typically offered only to large
institutions, such  as  pension funds  and  endowments, and  certain  accredited
investors. Outside of the United States, venture capitalists may also consist of
merchant  banks  and other  banking  institutions that  provide  venture capital
financing in  a manner  similar  to U.S.  venture capitalists.  Venture  capital
 
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participation  in a company is often reduced  when the company engages in an IPO
of its  securities  or  when  it  is involved  in  a  merger,  tender  offer  or
acquisition.
   Warburg  has experience  in researching  smaller companies,  companies in the
early stages of development and venture capital-financed companies. Its team  of
analysts,  led by Elizabeth  Dater, portfolio manager of  the Funds, and Stephen
Lurito,  co-portfolio  manager  of  the  Post-Venture  Capital  Fund,  regularly
monitors portfolio companies whose securities are held by over 250 of the larger
domestic   venture  capital  funds.  Ms.  Dater  and  Mr.  Lurito  have  managed
post-venture equity securities in separate accounts for institutions since  1989
and currently manage over $1 billion of such assets for investment companies and
other  institutions. Robert Janis is an associate portfolio manager and research
analyst for the Funds and Christopher M. Nawn is an associate portfolio  manager
and  research  analyst for  the Post-Venture  Capital  Fund. Harold  Ehrlich, an
associate portfolio manager  and research  analyst for  the Global  Post-Venture
Capital  Fund, is also  an associate portfolio manager  and research analyst for
the Warburg Pincus  International Equity  Fund and  other international  Warburg
Pincus  Funds. Warburg's  international equity  management team  manages over $5
billion in  assets  for investment  companies  and separate  accounts.  Managers
travel  world-wide to meet  with corporate management as  well as government and
economic leaders. The managers evaluate each company's value as a going  concern
as  if they were buying the company itself, an approach similar to that employed
by venture capital and post-venture capital investors.
   PRIVATE FUND INVESTMENTS. Up  to 10% of  a Fund's assets  may be invested  in
U.S. or foreign private limited partnerships or other investment funds ('Private
Funds')  that themselves invest in equity or debt securities of (a) companies in
the venture  capital  or  post-venture  capital stages  of  development  or  (b)
companies  engaged  in  special  situations  or  changes  in  corporate control,
including buyouts. In  selecting Private  Funds for  investment, Abbott  Capital
Management,  L.P., each  Fund's sub-investment  adviser with  respect to Private
Funds ('Abbott'), attempts to invest in a mix of Private Funds that will provide
an above average internal rate of return  (i.e., the discount rate at which  the
present  value  of  an investment's  future  cash inflows  (dividend  income and
capital gains) are equal to the cost of the investment). Warburg believes that a
Fund's investments  in  Private  Funds  offers  individual  investors  a  unique
opportunity  to  participate in  venture  capital and  other  private investment
funds, providing access to investment opportunities typically available only  to
large institutions and accredited investors. Although each Fund's investments in
Private  Funds  are limited  to a  maximum of  10% of  the Fund's  assets, these
investments are highly speculative and volatile and may produce gains or  losses
in  this portion of the Fund that exceed  those of the Fund's other holdings and
of more mature companies generally.
 
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<PAGE>
   Because Private Funds generally are investment companies for purposes of  the
Investment Company Act of 1940, as amended (the '1940 Act'), a Fund's ability to
invest  in  them will  be limited.  In addition,  Fund shareholders  will remain
subject to the Fund's expenses  while also bearing their  pro rata share of  the
operating  expenses of the Private Funds. The  ability of the Fund to dispose of
interests in Private Funds is very limited and will involve the risks  described
under   'Risk  Factors   and  Special  Considerations   --  Non-Publicly  Traded
Securities; Rule 144A Securities.' In  valuing the Fund's holdings of  interests
in  Private Funds, the Fund will be  relying on the most recent reports provided
by the Private  Funds themselves prior  to calculation of  the Fund's net  asset
value. These reports, which are provided on an infrequent basis, often depend on
the subjective valuations of the managers of the Private Funds and, in addition,
would  not  generally  reflect  positive  or  negative  subsequent  developments
affecting companies  held by  the  Private Fund.  See  'Net Asset  Value.'  Debt
securities  held by a Private Fund will  tend to be rated below investment grade
and may be rated as low as C by Moody's Investors Service, Inc. ('Moody's') or D
by Standard  &  Poor's Ratings  Services  ('S&P'). Securities  in  these  rating
categories  are in payment default or have extremely poor prospects of attaining
any investment standing.  For a discussion  of the risks  of investing in  below
investment  grade debt, see 'Investment Policies  -- Below Investment Grade Debt
Securities' in the Statement of Additional Information. For a discussion of  the
possible tax consequences of investing in foreign Private Funds, see 'Additional
Information  Concerning  Taxes  --  Investment  in  Passive  Foreign  Investment
Companies' in the Statement of Additional Information.
   A Fund may also  hold non-publicly traded equity  securities of companies  in
the  venture capital  and post-venture  capital stages  of development,  such as
those of closely-held companies or  private placements of public companies.  The
portion  of the Fund's  assets invested in  these non-publicly traded securities
will vary over time depending on investment opportunities and other factors. The
Fund's illiquid assets,  including Private Funds  and other non-publicly  traded
securities, may not exceed 15% of the Fund's net assets.
   OTHER STRATEGIES. The Funds will invest in securities of post-venture capital
companies  that are traded on a national  securities exchange or in an organized
over-the-counter market, such as The Nasdaq Stock Market, Inc., and, in the case
of  the  Global  Post-Venture  Capital   Fund,  the  Japan  Securities   Dealers
Association  Automated Quotation System ('JASDAQ'),  the European Association of
Securities Dealers  Automated  Quotation  ('Easdaq') and  the  U.K.  Alternative
Investment  Market ('AIM').  Each Fund  may invest  up to  35% of  its assets in
exchange-traded and over-the-counter securities that do not meet the  definition
of  post-venture  capital companies.  Up  to 10%  of  the Fund's  assets  may be
invested, directly or through Private Funds, in securities of issuers engaged at
the time  of  purchase in  'special  situations,'  such as  a  restructuring  or
recapitalization;  an  acquisition,  consolidation, merger  or  tender  offer; a
change in corporate control or investment by a venture
 
                                       7
 

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capitalist.  For  temporary  defensive  purposes,   such  as  during  times   of
international  political or economic uncertainty, all of the Global Post-Venture
Capital Fund's investments may be made temporarily in the United States.
   Warburg believes  that opportunities  for growth  of capital  exist in  post-
venture  capital  securities across  global markets  and  that the  Global Post-
Venture Capital Fund will provide access  to those opportunities. To attempt  to
reduce risk, a Fund will diversify its investments over a broad range of issuers
operating in a variety of industries and, in the case of the Global Post-Venture
Capital  Fund, in  various countries.  Although the  Global Post-Venture Capital
Fund may invest  anywhere in the  world, the Fund  will not be  invested in  all
countries  at all times depending  upon available investments, market conditions
and other factors. Similarly, although the Post-Venture Capital Fund will invest
primarily in U.S. companies, up to 20%  of the Fund's assets may be invested  in
securities  of issuers located in foreign  countries. A Fund may hold securities
of companies of  any size,  and will not  limit capitalization  of companies  in
which it selects to invest. However, due to the nature of the venture capital to
post-venture  cycle, the Funds anticipate that the average market capitalization
of companies in which a Fund invests will be less than $1 billion at the time of
investment. Equity securities in  which the Fund will  invest are common  stock,
preferred  stock,  warrants,  securities convertible  into  or  exchangeable for
common stock and  partnership interests. The  Funds may engage  in a variety  of
strategies  to reduce risk or seek to enhance return, including currency hedging
and engaging in short selling (see 'Certain Investment Strategies').
 
PORTFOLIO INVESTMENTS___________________________________________________________
   DEBT SECURITIES.  Each Fund  may invest  up to  20% of  its total  assets  in
investment  grade  debt securities  (other than  money market  obligations). The
interest income to be derived may be considered as one factor in selecting  debt
securities  for  investment  by  Warburg.  Because  the  market  value  of  debt
obligations can be expected to vary inversely to changes in prevailing  interest
rates,  investing in  debt obligations  may provide  an opportunity  for capital
appreciation when interest rates are expected to decline. The success of such  a
strategy  is dependent upon Warburg's ability  to accurately forecast changes in
interest rates. The  market value of  debt obligations may  also be expected  to
vary  depending upon, among  other factors, 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 or S&P  or, if unrated, is  determined to be  of
comparable  quality by  Warburg. Bonds  rated in  the fourth  highest grade 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. Subsequent  to
its  purchase by a  Fund, an issue  of securities may  cease to be  rated or its
rating  may   be   reduced.   Neither   event  will   require   sale   of   such
 
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securities,  although Warburg will  consider such event  in its determination of
whether the Fund should continue to hold the securities.
   When Warburg believes that  a defensive posture is  warranted, each Fund  may
invest  temporarily without  limit in investment  grade debt  obligations and in
domestic and foreign money market obligations, including repurchase agreements.
   MONEY MARKET OBLIGATIONS.  Each Fund  is authorized to  invest, under  normal
market  conditions,  up to  20%  of its  total  assets in  domestic  and foreign
short-term (one year or less) and  medium-term (five years or less remaining  to
maturity)  money  market obligations  and for  temporary defensive  purposes may
invest  in  these  securities  without  limit.  These  instruments  consist   of
obligations issued or guaranteed by the U.S. government or a foreign government,
its  agencies or instrumentalities; bank  obligations (including certificates of
deposit, time deposits and  bankers' acceptances of  domestic or foreign  banks,
domestic  savings  and loans  and similar  institutions)  that are  high quality
investments or, if unrated,  deemed by Warburg to  be high quality  investments;
commercial  paper rated no  lower than A-2 by  S&P or Prime-2  by Moody's or the
equivalent from another major rating service or, if unrated, of an issuer having
an outstanding, unsecured debt issue then rated within the three highest  rating
categories; and repurchase agreements with respect to the foregoing.
   Repurchase   Agreements.  The  Funds  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 in which the
Fund seeks to assert  this right. Warburg, acting  under the supervision of  the
Fund's  Board of Directors (the 'Board'), monitors the creditworthiness of those
bank and non-bank dealers with which each Fund enters into repurchase agreements
to evaluate this risk. A repurchase agreement  is considered to be a loan  under
the 1940 Act.
   Money Market Mutual Funds. Where Warburg believes that it would be beneficial
to   the  Fund   and  appropriate   considering  the   factors  of   return  and
 
                                       9
 

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<PAGE>
liquidity, each Fund may invest  up to 5% of its  assets in securities of  money
market  mutual funds that are unaffiliated with  the Fund, Warburg or the Fund's
co-administrator, PFPC Inc.  ('PFPC'). As a  shareholder in any  mutual fund,  a
Fund  will  bear its  ratable  share of  the  mutual fund's  expenses, including
management fees, and will remain subject to payment of the Fund's administration
fees and other expenses with respect to assets so invested.
 
   U.S. GOVERNMENT SECURITIES. U.S.  government securities in  which a Fund  may
invest  include: direct obligations of the  U.S. Treasury and obligations issued
by U.S. government  agencies and instrumentalities,  including instruments  that
are  supported by the  full faith and  credit of the  United States, 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.
 
   CONVERTIBLE  SECURITIES. Convertible securities  in which a  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  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.
 
   WARRANTS. Each Fund may  invest up to  10% of its  total assets in  warrants.
Warrants  are securities that give the holder the right, but not the obligation,
to purchase equity  issues of  the company issuing  the warrants,  or a  related
company, at a fixed price either on a date certain or during a set period.
 
RISK FACTORS AND SPECIAL CONSIDERATIONS_________________________________________
   Investing  in common stocks and securities  convertible into common stocks is
subject to the inherent risk of  fluctuations in the prices of such  securities.
For certain additional risks relating to each Fund's investments, see 'Portfolio
Investments'  beginning at page 8  and 'Certain Investment Strategies' beginning
at page 13.
 
   EMERGING GROWTH  AND SMALL  COMPANIES. Investing  in securities  of  emerging
growth   and  small-sized  companies  may  involve  greater  risks  since  these
securities may  have limited  marketability  and, thus,  may be  more  volatile.
Because small- and medium-sized companies normally have fewer shares outstanding
than  larger companies,  it may  be more  difficult for  a Fund  to buy  or sell
significant amounts of such shares  without an unfavorable impact on  prevailing
prices.  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. Securities of issuers in
 
                                       10
 

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<PAGE>
'special  situations' also may be more volatile, since the market value of these
securities may decline in value if the anticipated benefits do not  materialize.
Companies  in 'special  situations' include, but  are not  limited to, companies
involved in an acquisition  or consolidation; reorganization;  recapitalization;
merger,  liquidation  or distribution  of cash,  securities  or other  assets; a
tender or  exchange  offer,  a breakup  or  workout  of a  holding  company;  or
litigation  which,  if  resolved  favorably,  would  improve  the  value  of the
companies' securities.  Although  investing  in securities  of  emerging  growth
companies  or 'special situations' 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, an investment in a Fund  may involve a greater degree of  risk
than  an  investment in  other mutual  funds that  seek capital  appreciation by
investing in better-known, larger companies.
   NON-PUBLICLY TRADED SECURITIES; RULE 144A SECURITIES. The Funds may  purchase
securities  that are not registered under the Securities Act of 1933, as amended
(the 'Securities Act'), but that can be sold to 'qualified institutional buyers'
in accordance with Rule 144A under the Securities Act ('Rule 144A  Securities').
An  investment in Rule 144A Securities will be considered illiquid and therefore
subject to a 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 interests in Private Funds and 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
 
                                       11
 

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<PAGE>
price  that is  deemed to  be representative  of their  value, the  value of the
Fund's net assets could be adversely affected.
   WARRANTS. At the time of issue, the  cost of a warrant is substantially  less
than  the cost  of the  underlying security itself,  and price  movements in the
underlying security  are  generally magnified  in  the price  movements  of  the
warrant.  This effect  enables the investor  to gain exposure  to the underlying
security with a relatively  low capital investment  but increases an  investor's
risk  in the event of a decline in  the value of the underlying security and can
result in a complete loss  of the amount invested  in the warrant. In  addition,
the  price of a  warrant tends to be  more volatile than,  and may not correlate
exactly to, the price  of the underlying  security. If the  market price of  the
underlying security is below the exercise price of the warrant on its expiration
date, the warrant will generally expire without value.
   EMERGING MARKETS. (Global Post-Venture Capital Fund only) The Fund may invest
in  securities of issuers  located in less developed  countries considered to be
'emerging markets.'  Investing  in securities  of  issuers located  in  emerging
markets  involves not only the risks  described below, with respect to investing
in foreign  securities, but  also other  risks, including  exposure to  economic
structures  that are  generally less diverse  and mature than,  and to political
systems that can  be expected to  have less stability  than, those of  developed
countries.  Other characteristics of emerging markets that may affect investment
there  include  certain  national  policies  that  may  restrict  investment  by
foreigners  in  issuers  or  industries deemed  sensitive  to  relevant national
interests and the absence  of developed legal  structures governing private  and
foreign  investments  and  private property.  The  typically small  size  of the
markets  for  securities  of  issuers  located  in  emerging  markets  and   the
possibility  of a low or  nonexistent volume of trading  in those securities may
also result in a lack of liquidity and in price volatility of those securities.
 
PORTFOLIO TRANSACTIONS AND TURNOVER RATE________________________________________
   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. High  portfolio
turnover  rates (100%  or more)  may result in  dealer mark  ups 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 Fund's distributor  ('Counsellors Securities'). A Fund may
utilize Counsellors  Securities  in  connection  with  a  purchase  or  sale  of
 
                                       12
 

<PAGE>
<PAGE>
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___________________________________________________
   Although  there is no intention of doing so during the coming year, each Fund
is authorized to engage in  the following investment strategies: (i)  purchasing
securities  on  a when-issued  basis and  purchasing  or selling  securities for
delayed delivery,  (ii) lending  portfolio securities  and (iii)  entering  into
reverse  repurchase agreements and dollar rolls. Detailed information concerning
a Fund's  strategies and  related risks  is contained  below and  in the  Fund's
Statement of Additional Information.
   FOREIGN  SECURITIES.  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  domestic 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, 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,  FUTURES AND  CURRENCY TRANSACTIONS.  At the  discretion of Warburg,
each Fund  may,  but is  not  required to,  engage  in a  number  of  strategies
involving  options, futures  and forward  currency contracts.  These strategies,
commonly referred  to as  'derivatives,' may  be  used (i)  for the  purpose  of
hedging  against  a  decline  in  value of  the  Fund's  current  or anticipated
portfolio  holdings,   (ii)  as   a  substitute   for  purchasing   or   selling
 
                                       13
 

<PAGE>
<PAGE>
portfolio  securities or (iii) 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  A 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 Internal  Revenue
Code of 1986, as amended (the 'Code').
   Securities  and Stock Index Options. Each Fund may write covered call and put
options on up to 25% of the net asset value of the stock and debt securities  in
its portfolio and will realize fees (referred to as 'premiums') for granting the
rights  evidenced by the  options. The Funds may  each utilize up  to 10% of its
assets to purchase options on stocks and debt securities that are traded on U.S.
and foreign exchanges, as well as OTC options. 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 on a  security has the right  to
purchase  the underlying security from the writer. In addition to purchasing and
writing options on securities, each Fund may also utilize up to 10% of its total
assets to  purchase  exchange-listed and  OTC  put  and call  options  on  stock
indexes, and may also write such options. A stock index measures the movement of
a  certain group  of stocks  by assigning relative  values to  the common 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 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 foreign
currency, interest rate and stock 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 foreign  currency  or an  interest rate
sensitive security or,  in the  case of stock  index and  certain other  futures
contracts,  are settled in  cash with reference to  a specified multiplier times
the change in the specified index, exchange rate or interest rate. 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.
 
                                       14
 

<PAGE>
<PAGE>
   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.
   Currency  Exchange  Transactions.  The  Funds  will  conduct  their  currency
exchange  transactions  either (i)  on a  spot  (i.e., cash)  basis at  the rate
prevailing in the currency exchange  market, (ii) through entering into  futures
contracts  or options on  futures contracts (as  described above), (iii) through
entering into  forward  contracts  to  purchase or  sell  currency  or  (iv)  by
purchasing   exchange-traded  currency  options.  A  forward  currency  contract
involves an obligation to purchase or sell a specific currency at a future  date
at  a price set  at the time  of the contract.  An option on  a foreign currency
operates similarly to an  option on a security.  Risks associated with  currency
forward contracts and purchasing currency options are similar to those described
in this Prospectus for futures contracts and securities and stock index options.
In  addition, the use of  currency transactions could result  in losses from the
imposition of  foreign  exchange controls,  suspension  of settlement  or  other
governmental actions or unexpected events.
   Hedging Considerations. The Funds may engage in options, futures and currency
transactions  for, among other reasons, hedging purposes. 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, futures contracts  and currency  exchange 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. The Fund is also subject to the risk of a default
by a counterparty to an off-exchange transaction.
   Asset Coverage. Each Fund will comply with applicable regulatory requirements
designed  to   eliminate   any   potential  for   leverage   with   respect   to
 
                                       15
 

<PAGE>
<PAGE>
options  written by the Fund on  securities and indexes; currency, interest rate
and stock index futures  contracts and options on  these futures contracts;  and
forward  currency contracts.  The use of  these strategies may  require that the
Fund maintain  cash  or liquid  securities  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,  financial instrument  or  currency  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.
   SHORT SELLING. Each Fund may from time to time sell securities short. A short
sale is  a transaction  in which  a Fund  sells securities  it does  not own  in
anticipation  of a decline  in the market  price of the  securities. The current
market value of the  securities sold short (excluding  short sales 'against  the
box') will not exceed 10% of the Fund's assets.
   To  deliver the  securities to  the buyer,  the Fund  must arrange  through a
broker to borrow the securities and, in so doing, the Fund becomes obligated  to
replace   the  securities  borrowed  at  their  market  price  at  the  time  of
replacement, whatever that price may be. The Fund will make a profit or incur  a
loss  as  a  result of  a  short sale  depending  on  whether the  price  of the
securities decreases or  increases between the  date of the  short sale and  the
date on which the Fund purchases the security to replace the borrowed securities
that  have been sold.  The amount of any  loss would be  increased (and any gain
decreased) by any premium or interest the Fund is required to pay in  connection
with a short sale.
   A  Fund's obligation to replace the  securities borrowed in connection with a
short sale will be secured by cash or liquid securities deposited as  collateral
with  the broker. In addition, the Fund  will place in a segregated account with
its custodian or a qualified subcustodian an amount of cash or liquid securities
equal to the difference, if any, between (i) the market value of the  securities
sold  at the time  they were sold short  and (ii) any  cash or liquid securities
deposited as collateral with the broker  in connection with the short sale  (not
including  the  proceeds of  the  short sale).  Until  it replaces  the borrowed
securities, a Fund will maintain the segregated account daily at a level so that
(a) the  amount deposited  in the  account plus  the amount  deposited with  the
broker  (not including the proceeds from the  short sale) will equal the current
market value of the securities  sold short and (b)  the amount deposited in  the
account  plus the amount  deposited with the broker  (not including the proceeds
from the short sale) will not be less than the market value of the securities at
the time they were sold short.
   Short Sales Against the Box. Each Fund may, in addition to engaging in  short
sales  as described above, enter into a  short sale of securities such that when
 
                                       16
 

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<PAGE>
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,' may be entered into by a Fund to, for example, lock in a sale price for  a
security  the Fund does  not wish to sell  immediately or to  postpone a gain or
loss for federal  income tax purposes.  The 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. Not  more than 10% of a Fund's net
assets (taken  at current  value) may  be  held as  collateral for  short  sales
against the box at any one time.
   The  extent to  which a  Fund may  make short  sales may  be limited  by Code
requirements  for  qualification   as  a  regulated   investment  company.   See
'Dividends,  Distributions and Taxes' for other tax considerations applicable to
short sales.
 
INVESTMENT GUIDELINES___________________________________________________________
   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) repurchase agreements with maturities greater than seven  days;
(iii)  time deposits maturing in more than seven calendar days; and (iv) certain
Rule 144A Securities. 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. Each  Fund may pledge  its assets to  the extent necessary to
secure permitted borrowings. Whenever  borrowings (including reverse  repurchase
agreements)  exceed 5% of the value of the  Fund's net assets, the Fund will not
make any  investments  (including roll-overs).  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  a Fund's Board, 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 the Funds' Statement of Additional Information.
 
MANAGEMENT OF THE FUNDS_________________________________________________________
   INVESTMENT ADVISERS. Each Fund employs Warburg as its investment adviser. The
Funds also employ Abbott  as their sub-investment  adviser. Warburg, subject  to
the  control of  a Fund's  officers and  its Board,  manages the  investment and
reinvestment of the assets of the Fund in accordance with that Fund's investment
objective and stated investment policies. Warburg makes investment decisions for
the Fund, places orders to purchase or sell
 
                                       17
 

<PAGE>
<PAGE>
securities on  behalf of  the  Fund and  supervises  the activities  of  Abbott.
Warburg also employs a support staff of management personnel to provide services
to  the  Funds  and  furnishes  each Fund  with  office  space,  furnishings and
equipment. Abbott, in accordance with  the investment objective and policies  of
the  Fund,  makes investment  decisions for  the  Fund regarding  investments in
Private Funds, effects transactions in interests  in Private Funds on behalf  of
the  Fund and  assists in  administrative functions  relating to  investments in
Private Funds.
   For the services provided by Warburg, each Fund pays Warburg a fee calculated
at an annual rate of 1.25% of the Fund's average daily net assets, out of  which
Warburg   pays  Abbott  for  sub-advisory  services.  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. 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 January  31,
1997,   Warburg  managed  approximately  $17.9   billion  of  assets,  including
approximately $10.7 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, which itself is controlled  by
Warburg, Pincus & Co. ('WP&Co.'), also a New York general partnership. Lionel I.
Pincus, the managing partner of WP&Co., may be deemed to control both WP&Co. and
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.
   Abbott.  Abbott, which  was founded  in 1986,  is an  independent specialized
investment firm  with assets  under management  of approximately  $3.5  billion.
Abbott is a registered investment adviser which concentrates on venture capital,
buyout  and special situations partnership investments. Abbott's management team
provides full-service  private equity  programs to  clients. Abbott's  principal
office   is  located  at  50  Rowes  Wharf,  Suite  240,  Boston,  Massachusetts
02110-3328.
   For tax and  other business purposes,  the partners of  Abbott plan to  merge
Abbott with and into, or transfer all of the assets of Abbott to, a newly-formed
Delaware  limited liability company  ('Abbott LLC'), with  Abbott LLC to survive
and assume all of  the liabilities of  Abbott as part  of the transaction.  This
transaction,  which is expected to  occur before May 31,  1997 and is subject to
certain contingencies, will not involve  any material change in the  management,
ownership,  personnel, operations or activities  of Abbott. The present partners
of Abbott will be  members of Abbott  LLC and will  hold officerships and  other
positions  in Abbott  LLC carrying responsibilities  generally commensurate with
their present responsibilities. Pursuant to a new sub-advisory agreement, Abbott
LLC, as successor to Abbott, will  perform the services then being performed  by
Abbott. The new sub-advisory
 
                                       18
 

<PAGE>
<PAGE>
agreement  will be substantially identical to the current sub-advisory agreement
among Warburg,  each Fund  and Abbott,  except  for the  change of  the  service
provider from Abbott to Abbott LLC.
   PORTFOLIO MANAGER. The co-portfolio managers of the Post-Venture Capital Fund
are  Elizabeth B. Dater  and Stephen J.  Lurito. Ms. Dater  is a senior managing
director of Warburg and has been a portfolio manager of Warburg since 1978.  Mr.
Lurito  is a managing director of Warburg  and has been with Warburg since 1987,
before which time he was a research  analyst at Sanford C. Bernstein &  Company,
Inc.  Robert S. Janis  and Christopher M. Nawn  are associate portfolio managers
and research analysts for the Post-Venture  Capital Fund. Mr. Janis is a  senior
vice  president of Warburg and has been  with Warburg since October 1994, before
which time he was  a vice president  and senior research  analyst at U.S.  Trust
Company of New York. Mr. Nawn is also a senior vice president of Warburg and has
been with Warburg since September 1994, before which time he was a senior sector
analyst and portfolio manager at the Dreyfus Corporation.
   Elizabeth  B. Dater is also the  portfolio manager of the Global Post-Venture
Capital Fund. Harold  W. Ehrlich, Robert  S. Janis and  Christopher M. Nawn  are
associate  portfolio managers and research analysts for the Fund. Mr. Ehrlich is
a managing director of  Warburg and has been  with Warburg since February  1995,
before  which time he was a senior vice president, portfolio manager and analyst
at Templeton Investment Counsel Inc.
   Raymond L. Held and Gary H. Solomon, investment managers and general partners
of Abbott, manage each Fund's investments in Private Funds.
   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  a Fund  and  its 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  the preparation of  tax
returns  and monitoring  and developing compliance  procedures for  the Fund. As
compensation, each Fund pays Counsellors Service  a fee calculated at an  annual
rate of .10% of the Fund's average daily net assets.
   Each  Fund employs  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  Post-Venture
Capital  Fund pays PFPC a fee calculated at an annual rate of .10% of the Fund's
first  $500  million  in  average  daily  net  assets,  .075%  of  the  next  $1
 
                                       19
 

<PAGE>
<PAGE>
billion  in average daily net  assets and .05% of  assets exceeding $1.5 billion
and the Global Post-Venture Capital Fund pays PFPC a fee calculated at an annual
rate of .12% of the Fund's first $250 million in average daily net assets,  .10%
of  the next  $250 million in  average daily net  assets, .08% of  the next $250
million in average daily  net assets and  .05% of the  average daily net  assets
exceeding  $750 million, in each case  exclusive of out-of-pocket expenses. PFPC
has its principal offices at 400 Bellevue Parkway, Wilmington, Delaware 19809.
   CUSTODIANS. PNC Bank,  National Association  ('PNC') serves  as custodian  of
each  Fund's  U.S.  assets, and  State  Street  Bank and  Trust  Company ('State
Street') and  Fiduciary  Trust  Company  International  ('Fiduciary')  serve  as
custodian of the Post-Venture Capital and the Global Post-Venture Capital Fund's
non-U.S.  assets, respectively. Like PFPC, PNC is a subsidiary of PNC Bank Corp.
and  its  principal  business  address  is  1600  Market  Street,  Philadelphia,
Pennsylvania  19103. State Street's  principal business address  is 225 Franklin
Street, Boston, Massachusetts 02110.  Fiduciary's principal business address  is
Two World Trade Center, New York, New York 10048.
   TRANSFER  AGENT.  State  Street  also acts  as  shareholder  servicing agent,
transfer agent and dividend disbursing agent for the Funds. It 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.  Counsellors
Securities  receives a fee at an annual rate  equal to .25% of the average daily
net assets of each Fund's Common Shares for distribution services, pursuant to a
shareholder servicing and distribution plan  (the '12b-1 Plans') adopted by  the
Fund  pursuant to  Rule 12b-1  under the 1940  Act. Amounts  paid to Counsellors
Securities under the 12b-1 Plans 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 Funds and (iii)
sub-transfer  agency services, subaccounting 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.   Each   Board   evaluates    the
appropriateness of the relevant 12b-1 Plan on a continuing basis and in doing so
considers   all  relevant  factors,  including  expenses  borne  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
 
                                       20
 

<PAGE>
<PAGE>
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.
   DIRECTORS  AND  OFFICERS. The  officers of  each  Fund manage  its day-to-day
operations and are directly responsible to its  Board. The Board of a Fund  sets
broad  policies for  each Fund and  chooses the  Fund's 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 UTMA  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  Transfers to  Minors  Act ('UTMA')  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 UTMA
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.  The minimum  initial investment  in a  Fund  is
$2,500  and the  minimum subsequent investment  is $100,  except that subsequent
minimum investments can be as low as $50 under the Automatic Monthly  Investment
Plan  described  below.  For retirement  plans  and UTMA  accounts,  the minimum
initial investment is $500.  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 Warburg or
its affiliates  or persons  with whom  Warburg has  entered into  an  investment
advisory agreement. Existing
 
                                       21
 

<PAGE>
<PAGE>
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 below. 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. The Fund  reserves
the  right to suspend the offering  of shares for a period  of time or to reject
any specific  purchase  order.  In  the interest  of  economy  and  convenience,
physical certificates representing shares in the Fund are not normally issued.
   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, 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 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 using the following wire address:
  State Street Bank and Trust Co.
  225 Franklin St.
  Boston, MA 02101
 
                                       22
 

<PAGE>
<PAGE>
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.
   PURCHASES THROUGH INTERMEDIARIES.  Common Shares of  the Funds are  available
through the Charles Schwab &  Company, Inc.  Mutual Fund  OneSource'tm' Program;
Fidelity  Brokerage  Services,  Inc.  FundsNetwork'tm'  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 or
redemptions. Each  Fund is   also  available  through   certain  broker-dealers,
financial  institutions and other industry professionals (including the programs
described above,  collectively, 'Service Organizations').  Certain features of a
Fund, such  as  the initial and subsequent  investment minimums, redemption fees
and  certain  trading  restrictions,  may  be  modified or  waived  by   Service
Organizations. Service Organizations may impose  transaction  or  administrative
charges or  other direct  fees, which charges and fees would not be imposed if a
Fund's  shares  are  purchased directly from  the  Fund.  Therefore, a client or
customer  should  contact   the   Service  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 Service  Organization.  Service  Organizations
will  be  responsible  for promptly transmitting client or customer purchase and
redemption orders to the Funds  in accordance  with  their  agreements  with the
Fund and  with clients or  customers.  Service  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 Fund's
 
                                       23
 

<PAGE>
<PAGE>
pricing  on the following business day. If payment is not received by such time,
the Service Organization could be held liable for resulting fees or losses.
   For administration,  subaccounting, transfer  agency and/or  other  services,
Warburg,   Counsellors   Securities  or   their   affiliates  may   pay  Service
Organizations and  certain recordkeeping  organizations a  fee up  to .35%  (the
'Service Fee') of the average annual value of accounts with a Fund maintained by
such Service Organizations or recordkeepers. A portion of the Service Fee may be
borne  by the Fund as a transfer agency fee. In addition, a Service Organization
or recordkeeper may directly or indirectly pay  a portion of its Service Fee  to
the  Fund's custodian  or transfer  agent for costs  related to  accounts of its
clients or customers. The Service Fee payable to any one Service Organization or
recordkeeper is determined based upon a number of factors, including the  nature
and  quality of services provided, the operations processing requirements of the
relationship and the standardized  fee schedule of  the Service Organization  or
recordkeeper.
   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.
   GENERAL. Each Fund reserves the right to reject any specific purchase  order.
A  Fund  may discontinue  sales  of its  shares  if management  believes  that a
substantial further increase in assets  may adversely affect the Fund's  ability
to  achieve its investment objective. In  such event, however, it is anticipated
that  existing  shareholders  would  be  permitted  to  continue  to   authorize
investment  in  the  Fund  and  to  reinvest  any  dividends  or  capital  gains
distributions.
 
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
 
                                       24
 

<PAGE>
<PAGE>
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. 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 indicated
in the account  application previously  filled out  by the  investor. The  Funds
currently  do not impose 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 or  through the  Automatic Investment Program
before the funds  or check clear,  payments of the  redemption proceeds will  be
delayed  for  five days  (for funds  received  through the  Automatic Investment
Program) or 10 days (for check  purchases) from the date of purchase.  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
 
                                       25
 

<PAGE>
<PAGE>
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
$2,000  ($250  in the  case of  a retirement  plan or  UTMA account),  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
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 a  Fund to confirm  that instructions communicated  by
telephone are genuine. Such 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  $250 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
 
                                       26
 

<PAGE>
<PAGE>
time upon 60 days' notice to shareholders. Currently, exchanges may be made 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 TAX  FREE FUND  -- a bond  fund seeking  maximum current income
 exempt from federal income taxes, consistent with preservation of capital;
 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;
 WARBURG PINCUS BALANCED FUND -- a  fund seeking maximum total return through  a
 combination  of long-term growth of capital  and current income consistent with
 preservation of  capital through  diversified investments  in equity  and  debt
 securities;
 WARBURG  PINCUS GROWTH & INCOME FUND -- an equity fund seeking long-term growth
 of capital and income and a reasonable current return;
 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  STRATEGIC  VALUE  FUND  --  an  equity  fund  seeking  capital
 appreciation by investing in undervalued companies and market sectors;
 WARBURG  PINCUS EMERGING GROWTH FUND --  an equity fund seeking maximum capital
 appreciation by investing in emerging growth 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 SMALL  COMPANY GROWTH  FUND --  an equity  fund seeking  capital
 growth by investing in equity securities of small sized domestic companies;
 
                                       27
 

<PAGE>
<PAGE>
 WARBURG  PINCUS  HEALTH  SCIENCES  FUND  --  an  equity  fund  seeking  capital
 appreciation by investing  primarily in  equity and debt  securities of  health
 sciences companies;
 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 less
applicable expenses. Each Fund declares dividends from its net investment income
and net realized short-term and long-term  capital gains annually and pays  them
in  the  calendar year  in which  they  are 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,
 
                                       28
 

<PAGE>
<PAGE>
or who have been  notified by the  U.S. Internal Revenue  Service that they  are
subject to backup withholding.
   TAXES.  The  Funds intend  to qualify  each year  as a  'regulated investment
company' within the meaning of the Code. A 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.  The  Funds expect  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 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. Investors may be proportionately
liable for taxes on income and gains of a Fund, but investors not subject to tax
on their income will not be required to pay tax on amounts distributed to  them.
The  Fund's investment activities, including short sales of securities, will not
result in unrelated business taxable income  to a tax-exempt investor. A  Fund's
dividends  may qualify for the dividends  received deduction for corporations to
the extent they  are derived  from dividends  attributable to  certain types  of
stock issued by U.S. domestic corporations.
   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. The Funds' short selling activities will not result in unrelated
business taxable income to a tax-exempt investor.
   Dividends and interest received by a  Fund may be subject to withholding  and
other  taxes  imposed by  foreign  countries. However,  tax  conventions between
certain countries and the U.S. may reduce or eliminate such taxes.
   Special Tax Matters Relating to the Global Post-Venture Capital Fund. If  the
Global Post-Venture Capital Fund qualifies as a regulated investment company, if
certain   asset   and   distribution   requirements   are   satisfied   and   if
 
                                       29
 

<PAGE>
<PAGE>
more than 50% of the Fund's total assets at the close of its fiscal year consist
of stock or  securities of  foreign corporations, the  Fund may  elect for  U.S.
income  tax purposes  to treat foreign  income taxes paid  by it as  paid by its
shareholders. The Fund may qualify for and  make this election in some, but  not
necessarily  all, of its  taxable years. If  the Fund were  to make an election,
shareholders of the Fund would be required to take into account an amount  equal
to  their pro  rata portions  of such foreign  taxes in  computing their taxable
income and then treat an amount equal  to those foreign taxes as a U.S.  federal
income  tax deduction  or as  a foreign  tax credit  against their  U.S. federal
income taxes. Shortly after any  year for which it  makes such an election,  the
Fund  will report to its  shareholders the amount per  share of such foreign tax
that must be included  in each shareholder's gross  income and the amount  which
will  be available for the  deduction or credit. No  deduction for foreign taxes
may be  claimed  by a  shareholder  who  does not  itemize  deductions.  Certain
limitations  will be  imposed on  the extent  to which  the credit  (but not the
deduction) for foreign taxes may be claimed.
   GENERAL. Statements as  to the tax  status of each  investor's dividends  and
distributions   are  mailed  annually.  Each  investor  will  also  receive,  if
applicable, various written notices  after the close of  a Fund's prior  taxable
year  with 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 a  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
 
                                       30
 

<PAGE>
<PAGE>
investments'  value. Investments  in Private Funds  will be  valued initially at
cost and, thereafter,  in accordance  with periodic reports  received by  Abbott
from  the Private Funds (generally quarterly). Because the issuers of securities
held by Private Funds are generally not subject to the reporting requirements of
the federal securities laws, interim changes in value of investments in  Private
Funds  will not  generally be  reflected in a  Fund's net  asset value. However,
Warburg will  report to  the Board  of  Directors of  a Fund  information  about
certain  holdings of Private Funds that, in  its judgment, could have a material
impact on the  valuation of a  Private Fund.  The Board of  Directors will  take
these  reports into  account in valuing  Private Funds.  Securities, options and
futures contracts  for which  market quotations  are not  readily available  and
other  assets, including Private  Funds, will be  valued at their  fair value as
determined in good faith pursuant to consistently applied procedures established
by a Board. Further information regarding valuation policies is contained in the
Funds' 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  the average annual  total return  of its  Common
Shares over various periods of time. 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).
   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. A 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).
 
                                       31
 

<PAGE>
<PAGE>
   Investors  should  note that  total return  figures  are based  on historical
earnings and  are  not  intended  to indicate  future  performance.  The  Funds'
Statement  of Additional Information describes the  method used to determine the
total return. Current total  return 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. A
Fund may compare its performance with (i)  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) with  the  Venture Capital  100  Index
(compiled  by Venture Capital Journal), the  Russell 2000 Small Stock Index, the
EAFE Index,  the Salomon  Russell Global  Equity Index,  the FT-Actuaries  World
Indices (jointly compiled by The Financial Times, Ltd., Goldman, Sachs & Co. and
NatWest  Securities Ltd.)  and the  S&P 500  Index; all  of which  are unmanaged
indexes of  common stocks;  or  (iii) other  appropriate indexes  of  investment
securities  or with  data developed  by Warburg  derived from  such indexes. The
Funds may also make comparisons using data and indexes compiled by the  National
Venture  Capital Association, VentureOne and  Private Equity Analysts Newsletter
and similar organizations and  publications. A Fund  may include evaluations  of
the  Fund published by  nationally recognized ranking  services and by financial
publications that are  nationally recognized, such  as Barron's, Business  Week,
Financial  Times,  Forbes,  Fortune,  Inc.,  Institutional  Investor, Investor's
Business Daily, Money, Morningstar, Inc.,  Mutual Fund Magazine, SmartMoney  and
The Wall Street Journal.
   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. The  Funds may  discuss characteristics  of  venture
capital  financed  companies  and  the benefits  expected  to  be  achieved from
investing in these companies. Each Fund  may also discuss measures of risk,  the
continuum of risk and return relating to different investments and the potential
impact  of  foreign  stocks  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, a  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.
 
                                       32
 

<PAGE>
<PAGE>
GENERAL INFORMATION_____________________________________________________________
   ORGANIZATION. The Post-Venture Capital Fund was incorporated on July 12, 1995
under  the  laws  of the  State  of  Maryland under  the  name  'Warburg, Pincus
Post-Venture Capital  Fund,  Inc.'  The Global  Post-Venture  Capital  Fund  was
incorporated  on July 16, 1996 under the laws of the State of Maryland under the
name 'Warburg, Pincus  Global Post-Venture  Capital Fund, Inc.'  The charter  of
each Fund authorizes the Board to issue three billion full and fractional shares
of  capital stock, $.001  par value per  share, of which  one billion shares are
designated Common Shares and two billion shares are designated Advisor Shares in
the case of the Post-Venture Capital Fund and two billion shares are  designated
Common  Shares and one billion shares are  designated Advisor Shares in the case
of the Global Post-Venture  Capital Fund. 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
of a Fund 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.  Each Fund  offers  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  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. Lionel I. Pincus
may be deemed to be a controlling person
 
                                       33
 

<PAGE>
<PAGE>
of the Global Post-Venture Capital Fund because  he may be deemed to possess  or
share investment power over shares owned by clients of Warburg.
   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, as  well as
certain statistical  characteristics of  the 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.
 
                            ------------------------
  NO PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE ANY  INFORMATION  OR  TO  MAKE  ANY
REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED IN  THIS  PROSPECTUS,  THE FUNDS'
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.
 
                                       34


<PAGE>
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                                       <C>
The Funds' Expenses.....................................................    2
Financial Highlights....................................................    3
Investment Objectives and Policies......................................    4
Portfolio Investments...................................................    8
Risk Factors and Special Considerations.................................   10
Portfolio Transactions and Turnover Rate................................   12
Certain Investment Strategies...........................................   13
Investment Guidelines...................................................   17
Management of the Funds.................................................   17
How to Open an Account..................................................   21
How to Purchase Shares..................................................   21
How to Redeem and Exchange Shares.......................................   24
Dividends, Distributions and Taxes......................................   28
Net Asset Value.........................................................   30
Performance.............................................................   31
General Information.....................................................   33
</TABLE>
 
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                                     [Logo]


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


COUNSELLORS SECURITIES INC., DISTRIBUTOR.                           WPPVF-1-0297




<PAGE>
 
<PAGE>

                                                                      PROSPECTUS
Warburg Pincus Advisor Funds                                   February 21, 1997



                                     [Logo]

                        GLOBAL POST-VENTURE CAPITAL FUND







                                     [Logo]




<PAGE>
<PAGE>
PROSPECTUS                                                     February 21, 1997
 
Warburg  Pincus Advisor  Funds are  a family of  open-end mutual  funds that are
offered to investors who wish to buy shares through an investment  professional,
to  financial  institutions  investing  on  behalf  of  their  customers  and to
retirement plans that  elect to  make one or  more Advisor  Funds an  investment
option  for participants  in the  plans. One Advisor  Fund is  described in this
Prospectus:
 
WARBURG PINCUS  GLOBAL  POST-VENTURE  CAPITAL FUND  seeks  long-term  growth  of
capital.  The Fund  will pursue its  objective by investing  primarily in equity
securities of U.S. and  foreign issuers in their  post-venture capital stage  of
development and pursues an aggressive investment strategy. Because of the nature
of  the Fund's investments and  certain strategies it may  use, an investment in
the Fund involves certain risks and may not be appropriate for all investors.
The Fund  currently offers  two classes  of shares,  one of  which, the  Advisor
Shares,  is offered pursuant to this Prospectus. The Advisor Shares of the Fund,
as well as  Advisor Shares of  certain other Warburg  Pincus-advised funds,  are
sold  under the  name 'Warburg Pincus  Advisor Funds.'  Individual investors may
purchase Advisor  Shares  only  through institutional  shareholders  of  record,
broker-dealers,  financial  institutions,  depository  institutions,  retirement
plans and other  financial intermediaries ('Institutions').  The Advisor  Shares
impose  a 12b-1  fee of .50%  per annum, which  is the economic  equivalent of a
sales charge. The Fund's Common Shares are available for purchase by individuals
directly and are offered by a separate prospectus.
 
NO MINIMUM INVESTMENT___________________________________________________________
There is no minimum amount of initial or subsequent purchases of shares  imposed
on Institutions. See 'How to Purchase Shares.'
This  Prospectus  briefly sets  forth certain  information  about the  Fund that
investors should  know before  investing.  Investors are  advised to  read  this
Prospectus  and retain it for future reference. Additional information about the
Fund, contained in a  Statement of Additional Information,  has been filed  with
the Securities and Exchange Commission (the 'SEC'). The SEC maintains a Web site
(http://www.sec.gov)  that  contains  the Statement  of  Additional Information,
material incorporated by reference and other information regarding the Fund. The
Statement of Additional Information is  also available upon request and  without
charge  by calling Warburg  Pincus Advisor Funds  at (800) 369-2728. Information
regarding the status of shareholder accounts may also be obtained by calling the
Fund at the same number. The Statement of Additional Information, as amended  or
supplemented  from time to time,  bears the same date  as this Prospectus and is
incorporated by reference in its entirety into this Prospectus.
 
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED OR  ENDORSED
BY  ANY  BANK, AND  SHARES  ARE NOT  FEDERALLY  INSURED BY  THE  FEDERAL DEPOSIT
INSURANCE  CORPORATION,  THE  FEDERAL  RESERVE   BOARD  OR  ANY  OTHER   AGENCY.
INVESTMENTS  IN  SHARES  OF THE  FUND  INVOLVE INVESTMENT  RISKS,  INCLUDING THE
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------



<PAGE>
<PAGE>
THE FUND'S EXPENSES_____________________________________________________________
 
   The  Warburg Pincus Global  Post-Venture Capital Fund  (the 'Fund') currently
offers two separate  classes of shares:  Common Shares and  Advisor Shares.  See
'General  Information.' Because of  the higher fees paid  by Advisor Shares, the
total return on such shares can be expected to be lower than the total return on
Common Shares.
 
<TABLE>
<S>                                                                                 <C>
Shareholder Transaction Expenses
    Maximum Sales Load Imposed on Purchases (as a percentage of offering
      price).....................................................................      0
Annual Fund Operating Expenses
  (as a percentage of average net assets)
    Management Fees..............................................................    .40%
    12b-1 Fees...................................................................    .50%`D'
    Other Expenses...............................................................   1.00%
                                                                                    ----
    Total Fund Operating Expenses*...............................................   1.90%
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......................................................................    $19
 
     3 years.....................................................................    $60
</TABLE>
 
- --------------------------------------------------------------------------------
`D' Current 12b-1  fees are  .50% out  of a  maximum .75%  authorized under  the
    Advisor  Shares' Distribution Plan. At least  a portion of these fees should
    be considered  by the  investor to  be the  economic equivalent  of a  sales
    charge.
 * Absent   the  waiver   of  fees   by  the   Fund's  investment   adviser  and
   co-administrator, Management Fees would  have equalled 1.25%, Other  Expenses
   would  have  equalled  1.10% and  Total  Fund Operating  Expenses  would have
   equalled 2.85%.  The investment  adviser and  co-administrator are  under  no
   obligation to continue these waivers.
 
                          ---------------------------
 
   The  expense table shows  the costs and  expenses that an  investor will bear
directly or indirectly as an Advisor Shareholder of the Fund. Institutions  also
may  charge their clients fees in connection with investments in Advisor 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, the  Fund's actual  performance will  vary and  may result  in a  return
greater  or less than 5%. Long-term holders  of Advisor Shares 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
 

<PAGE>
<PAGE>
FINANCIAL HIGHLIGHTS____________________________________________________________
(FOR AN ADVISOR SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
 
   The  following information  regarding the  Fund for  the fiscal  period ended
October 31, 1996 has been derived from information audited by Coopers &  Lybrand
L.L.P.,  independent  accountants,  whose  report  dated  December  18,  1996 is
incorporated by reference  in the  Fund's Statement  of Additional  Information.
Further information about the performance of the Fund is contained in the Fund's
annual  report, dated  October 31,  1996, copies of  which appear  in the Fund's
Statement of Additional Information or may be obtained without charge by calling
Warburg Pincus Advisor Funds at (800) 369-2728.
 
<TABLE>
<CAPTION>
                                                                       For the Period
                                                                       September 30,
                                                                            1996
                                                                      (Commencement of
                                                                        Operations)
                                                                          through
                                                                      October 31, 1996
                                                                      ----------------
<S>                                                                   <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............................         $10.00
                                                                            -----
 Income from Investment Operations
 Net Investment Income............................................            .00
 Net Loss on Securities and Foreign Currency Related Items (both
   realized and unrealized).......................................           (.15)
                                                                            -----
 Total from Investment Operations.................................           (.15)
                                                                            -----
 Less Distributions
 Dividends from Net Investment Income.............................            .00
 Distributions from Capital Gains.................................            .00
                                                                            -----
     Total Distributions..........................................            .00
                                                                            -----
NET ASSET VALUE, END OF PERIOD....................................         $ 9.85
                                                                            -----
                                                                            -----
 
Total Return......................................................          (1.50%)`D'
 
RATIOS/SUPPLEMENTAL DATA:
 
Net Assets, End of Period (000s)..................................             $6
 
Ratios to Average Daily Net Assets:
 Operating expenses...............................................           1.90%*
 Net investment loss..............................................           (.78%)*
 Decrease reflected in above operating expense ratio due to
   waivers/reimbursements.........................................          22.23%*
 
Portfolio Turnover Rate...........................................           5.85%`D'
Average Commission Rate#..........................................           $.0323
</TABLE>
 
- --------------------------------------------------------------------------------
 
`D' Non-annualized.
* Annualized.
# Computed by dividing the total amount of commissions paid by the total  number
  of  shares  purchased  and  sold  during the  period  for  which  there  was a
  commission charged.
 
                                       3



<PAGE>
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES_______________________________________________
   Because of the nature of the Fund's investments and certain strategies it may
use, such as investing in Private Funds (as defined below), an investment in the
Fund  should  be considered  only for  the aggressive  portion of  an investor's
portfolio and may not be appropriate for all investors.
   The Fund seeks long-term growth of  capital. This objective is a  fundamental
policy and may not be amended without first obtaining the approval of a majority
of  the  outstanding  shares of  the  Fund.  Any investment  involves  risk and,
therefore, there can be no assurance  that the Fund will achieve its  investment
objective.  See 'Portfolio Investments' and  'Certain Investment Strategies' for
descriptions of certain types of investments the Fund may make.
   The Fund  is a  diversified  management investment  company that  pursues  an
aggressive  investment strategy.  The Fund  pursues its  investment objective by
investing primarily in equity securities of U.S. and foreign issuers  considered
by  Warburg, Pincus Counsellors, Inc., the Fund's investment adviser ('Warburg')
to be in their  post-venture capital stage of  development. The Fund intends  to
invest  in post-venture capital companies, as  defined below, traded on national
securities exchanges and in over-the-counter markets and other public markets in
various developed countries as well as emerging securities markets.
   Although the Fund may invest up to  10% of its assets in venture capital  and
other  investment funds, the  Fund is not designed  primarily to provide venture
capital financing. Rather, under normal market conditions, the Fund will  invest
at  least 65% of its total assets  in equity securities of 'post-venture capital
companies' located in at least three  countries, including the United States.  A
post-venture  capital company  is a  company that  has received  venture capital
financing either (a) during the early  stages of the company's existence or  the
early  stages of the development of a new product or service or (b) as part of a
restructuring or  recapitalization of  the company.  The investment  of  venture
capital  financing, distribution of such company's securities to venture capital
investors, or initial  public offering  ('IPO'), whichever is  later, will  have
been  made  within ten  years  prior to  the  Fund's purchase  of  the company's
securities. The Fund currently intends to invest at least 35% of total assets in
non-U.S. post-venture capital and other companies. A company will be  considered
to  be located in the country where (i) the company is organized, (ii) where its
principal business  activities are  conducted  and where  at  least 50%  of  its
revenues  or profits  from goods produced  or sold are  derived, investments are
made or services are performed or  (iii) where the principal trading market  for
the company's securities is located.
   Warburg  believes that venture  capital participation in  a company's capital
structure can lead to revenue/earnings growth rates above those of older, public
companies such as those in the Dow Jones Industrial Average, the Fortune 500  or
the  Morgan  Stanley  Capital  International Europe,  Australasia  and  Far East
('EAFE') Index. Venture capitalists finance start-up companies, companies in the
early stages of developing new products or services and
 
                                       4
 

<PAGE>
<PAGE>
companies undergoing a restructuring or recapitalization, since these  companies
may  not have access to  conventional forms of financing  (such as bank loans or
public issuances of stock). Venture  capitalists may hold substantial  positions
in  companies  that may  have been  acquired at  prices significantly  below the
initial public offering price. This may create a potential adverse impact in the
short-term on the market  price of a  company's stock due to  sales in the  open
market  by a venture capitalist or others who acquired the stock at lower prices
prior to the company's IPO.  Warburg will consider the  impact of such sales  in
selecting   post-venture  capital   investments.  Venture   capitalists  may  be
individuals or  funds  organized  by venture  capitalists  which  are  typically
offered  only to large  institutions, such as pension  funds and endowments, and
certain accredited investors. Outside of the United States, venture  capitalists
may  also consist of merchant banks  and other banking institutions that provide
venture capital  financing in  a  manner similar  to U.S.  venture  capitalists.
Venture  capital participation  in a company  is often reduced  when the company
engages in an IPO of its securities or  when it is involved in a merger,  tender
offer or acquisition.
   Warburg  has experience  in researching  smaller companies,  companies in the
early stages of development and venture capital-financed companies. Its team  of
analysts,  led  by Elizabeth  Dater, portfolio  manager  of the  Fund, regularly
monitors portfolio companies whose securities are held by over 250 of the larger
domestic venture  capital funds.  Ms. Dater,  also a  portfolio manager  of  the
Warburg  Pincus  Post-Venture  Capital  Fund,  has  managed  post-venture equity
securities in  separate  accounts  for institutions  since  1989  and  currently
manages  over  $1 billion  of  such assets  for  investment companies  and other
institutions. Robert Janis, an associate portfolio manager and research  analyst
for  the Fund, is also  an associate portfolio manager  and research analyst for
the Warburg  Pincus Post-Venture  Capital Fund.  Warburg's international  equity
management  team manages over $5 billion  in assets for investment companies and
separate accounts. Managers travel world-wide to meet with corporate  management
as well as government and economic leaders. The managers evaluate each company's
value  as a going concern as if they were buying the company itself, an approach
similar to that employed by venture capital and post-venture capital  investors.
Harold  Ehrlich, an  associate portfolio  manager and  research analyst  for the
Fund, is  also an  associate  portfolio manager  and  research analyst  for  the
Warburg  Pincus International Equity Fund and other international Warburg Pincus
Funds.
   PRIVATE FUND INVESTMENTS. Up to 10% of  the Fund's assets may be invested  in
U.S. or foreign private limited partnerships or other investment funds ('Private
Funds')  that themselves invest in equity or debt securities of (a) companies in
the venture  capital  or  post-venture  capital stages  of  development  or  (b)
companies  engaged  in  special  situations  or  changes  in  corporate control,
including buyouts. In  selecting Private  Funds for  investment, Abbott  Capital
Management,  L.P.,  the Fund's  sub-investment adviser  with respect  to Private
Funds ('Abbott'), attempts to invest in a mix
 
                                       5
 

<PAGE>
<PAGE>
of Private Funds  that will  provide an above  average internal  rate of  return
(i.e.,  the discount rate at  which the present value  of an investment's future
cash inflows (dividend income and  capital gains) are equal  to the cost of  the
investment).  Warburg  believes that  the  Fund's investments  in  Private Funds
offers individual  investors  a unique  opportunity  to participate  in  venture
capital  and  other private  investment  funds, providing  access  to investment
opportunities typically  available only  to  large institutions  and  accredited
investors.  Although the  Fund's investments in  Private Funds are  limited to a
maximum of 10% of  the Fund's assets, these  investments are highly  speculative
and  volatile and may produce  gains or losses in this  portion of the Fund that
exceed those  of  the  Fund's  other  holdings  and  of  more  mature  companies
generally.
   Because  Private Funds generally are investment companies for purposes of the
Investment Company Act of 1940, as amended (the '1940 Act'), the Fund's  ability
to  invest in them will  be limited. In addition,  Fund shareholders will remain
subject to the Fund's expenses  while also bearing their  pro rata share of  the
operating  expenses of the Private Funds. The  ability of the Fund to dispose of
interests in Private Funds is very limited and will involve the risks  described
under   'Risk  Factors   and  Special  Considerations   --  Non-Publicly  Traded
Securities; Rule 144A Securities.' In  valuing the Fund's holdings of  interests
in  Private Funds, the Fund will be  relying on the most recent reports provided
by the Private  Funds themselves prior  to calculation of  the Fund's net  asset
value. These reports, which are provided on an infrequent basis, often depend on
the subjective valuations of the managers of the Private Funds and, in addition,
would  not  generally  reflect  positive  or  negative  subsequent  developments
affecting companies  held by  the  Private Fund.  See  'Net Asset  Value.'  Debt
securities  held by a Private Fund will  tend to be rated below investment grade
and may be rated as low as C by Moody's Investors Service, Inc. ('Moody's') or D
by Standard  &  Poor's Ratings  Services  ('S&P'). Securities  in  these  rating
categories  are in payment default or have extremely poor prospects of attaining
any investment standing.  For a discussion  of the risks  of investing in  below
investment  grade debt, see 'Investment Policies  -- Below Investment Grade Debt
Securities' in the Statement of Additional Information. For a discussion of  the
possible tax consequences of investing in foreign Private Funds, see 'Additional
Information  Concerning  Taxes  --  Investment  in  Passive  Foreign  Investment
Companies' in the Statement of Additional Information.
   The Fund may also hold non-publicly traded equity securities of companies  in
the  venture capital  and post-venture  capital stages  of development,  such as
those of closely-held companies or  private placements of public companies.  The
portion  of the Fund's  assets invested in  these non-publicly traded securities
will vary over time depending on investment opportunities and other factors. The
Fund's illiquid assets,  including Private Funds  and other non-publicly  traded
securities, may not exceed 15% of the Fund's net assets.
 
                                       6
 

<PAGE>
<PAGE>
   OTHER  STRATEGIES. The Fund will invest in securities of post-venture capital
companies that are traded on a  national securities exchange or in an  organized
over-the-counter  market,  such  as The  Nasdaq  Stock Market,  Inc.,  the Japan
Securities  Dealers  Association  Automated  Quotation  System  ('JASDAQ'),  the
European  Association of  Securities Dealers Automated  Quotation ('Easdaq') and
the U.K. Alternative Investment Market ('AIM'). The Fund may invest up to 35% of
its assets in exchange-traded and  over-the-counter securities that do not  meet
the  definition  of  post-venture  capital companies  without  regard  to market
capitalization. Up to  10% of  the Fund's assets  may be  invested, directly  or
through  Private Funds, in securities of issuers engaged at the time of purchase
in 'special  situations,'  such  as  a  restructuring  or  recapitalization;  an
acquisition,  consolidation,  merger  or  tender offer;  a  change  in corporate
control or investment by a venture capitalist. For temporary defensive purposes,
such as during times of international political or economic uncertainty, all  of
the Fund's investments may be made temporarily in the United States.
   Warburg  believes that  opportunities for  growth of  capital exist  in post-
venture capital securities across global markets and that the Fund will  provide
access  to  those  opportunities.  To  attempt to  reduce  risk,  the  Fund will
diversify its investments over a broad  range of issuers operating in a  variety
of industries in various countries. Although the Fund may invest anywhere in the
world,  the Fund will  not be invested  in all countries  at all times depending
upon available investments, market  conditions and other  factors. The Fund  may
hold  securities of companies of any size,  and will not limit capitalization of
companies it selects to  invest in. However,  due to the  nature of the  venture
capital  to post-venture  cycle, the  Fund anticipates  that the  average market
capitalization of companies in which it invests will be less than $1 billion  at
the  time of  investment. Equity  securities in which  the Fund  will invest are
common  stock,  preferred  stock,  warrants,  securities  convertible  into   or
exchangeable  for common stock and partnership interests. The Fund may engage in
a variety of  strategies to  reduce risk or  seek to  enhance return,  including
currency  hedging  and  engaging  in  short  selling  (see  'Certain  Investment
Strategies').
 
PORTFOLIO INVESTMENTS___________________________________________________________
   DEBT SECURITIES.  The Fund  may  invest up  to 20%  of  its total  assets  in
investment  grade debt securities (other than  money market obligations) for the
purpose of seeking capital appreciation. The  interest income to be derived  may
be  considered  as one  factor in  selecting debt  securities for  investment by
Warburg. Because the market  value of debt obligations  can be expected to  vary
inversely to changes in prevailing interest rates, investing in debt obligations
may  provide  an  opportunity for  growth  of  capital when  interest  rates are
expected to decline. The success of such a strategy is dependent upon  Warburg's
ability  to accurately forecast  changes in interest rates.  The market value of
debt obligations may also be expected to vary depending
 
                                       7
 

<PAGE>
<PAGE>
upon, among other  factors, 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 or S&P  or, if unrated, is  determined to be  of
comparable  quality by  Warburg. Bonds  rated in  the fourth  highest grade 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. Subsequent  to
its  purchase by the Fund, an  issue of securities may cease  to be rated or its
rating may  be reduced.  Neither event  will require  sale of  such  securities,
although  Warburg will consider  such event in its  determination of whether the
Fund should continue to hold the securities.
   When Warburg believes  that a defensive  posture is warranted,  the Fund  may
invest  temporarily without  limit in investment  grade debt  obligations and in
domestic and foreign money market obligations, including repurchase agreements.
   MONEY MARKET  OBLIGATIONS. The  Fund is  authorized to  invest, under  normal
market  conditions,  up to  20%  of its  total  assets in  domestic  and foreign
short-term (one year or less) and  medium-term (five years or less remaining  to
maturity)  money  market obligations  and for  temporary defensive  purposes may
invest  in  these  securities  without  limit.  These  instruments  consist   of
obligations issued or guaranteed by the U.S. government or a foreign government,
its  agencies or instrumentalities; bank  obligations (including certificates of
deposit, time deposits and  bankers' acceptances of  domestic or foreign  banks,
domestic  savings  and loans  and similar  institutions)  that are  high quality
investments or, if unrated,  deemed by Warburg to  be high quality  investments;
commercial  paper rated no  lower than A-2 by  S&P or Prime-2  by Moody's or the
equivalent from another major rating service or, if unrated, of an issuer having
an outstanding, unsecured debt issue then rated within the three highest  rating
categories; and repurchase agreements with respect to the foregoing.
   Repurchase   Agreements.  The   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,
the  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
 
                                       8
 

<PAGE>
<PAGE>
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 in which the Fund seeks to  assert this right. Warburg, acting under  the
supervision  of  the  Fund's  Board of  Directors  (the  '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 1940 Act.
   Money Market Mutual Funds. Where Warburg believes that it would be beneficial
to the Fund and appropriate considering the factors of return and liquidity, the
Fund may invest  up to 5%  of its assets  in securities of  money market  mutual
funds   that   are  unaffiliated   with  the   Fund,   Warburg  or   the  Fund's
co-administrator, PFPC Inc. ('PFPC'). As a  shareholder in any mutual fund,  the
Fund  will  bear its  ratable  share of  the  mutual fund's  expenses, including
management fees, and will remain subject to payment of the Fund's administration
fees and other expenses with respect to assets so invested.
   U.S. GOVERNMENT SECURITIES. U.S. government securities in which the Fund  may
invest  include: direct obligations of the  U.S. Treasury and obligations issued
by U.S. government  agencies and instrumentalities,  including instruments  that
are  supported by the  full faith and  credit of the  United States, 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.
   CONVERTIBLE  SECURITIES. Convertible securities in which the 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  provide  higher  yields  than  the  underlying  equity
securities, but generally offer lower  yields than nonconvertible 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.
   WARRANTS. The Fund  may invest up  to 10%  of its total  assets in  warrants.
Warrants  are securities that give the holder the right, but not the obligation,
to purchase equity  issues of  the company issuing  the warrants,  or a  related
company, at a fixed price either on a date certain or during a set period.
 
RISK FACTORS AND SPECIAL CONSIDERATIONS_________________________________________
   Investing  in common stocks and securities  convertible into common stocks is
subject to the inherent risk of  fluctuations in the prices of such  securities.
For  certain additional risks relating to the Fund's investments, see 'Portfolio
Investments' beginning at page 7  and 'Certain Investment Strategies'  beginning
at page 12.
 
                                       9
 

<PAGE>
<PAGE>
   EMERGING  GROWTH  AND SMALL  COMPANIES. Investing  in securities  of emerging
growth  and  small-sized  companies  may  involve  greater  risks  since   these
securities  may  have limited  marketability and,  thus,  may be  more volatile.
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. 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 smaller companies than for larger, more established ones.
Securities  of issuers in 'special situations'  also may be more volatile, since
the market value  of these securities  may decline in  value if the  anticipated
benefits  do not materialize. Companies in 'special situations' include, but are
not  limited  to,  companies  involved  in  an  acquisition  or   consolidation;
reorganization;  recapitalization; merger, liquidation  or distribution of cash,
securities or other assets; a tender or exchange offer; a breakup or workout  of
a holding company; or litigation which, if resolved favorably, would improve the
value of the companies' securities. Although investing in securities of emerging
growth  companies  or 'special  situations'  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, an investment in the  Fund may involve a greater degree of
risk than an investment in other mutual funds that seek capital appreciation  by
investing exclusively in better-known, larger companies.
 
   NON-PUBLICLY  TRADED SECURITIES; RULE 144A  SECURITIES. The Fund may purchase
securities that are not registered under the Securities Act of 1933, as  amended
(the 'Securities Act'), but that can be sold to 'qualified institutional buyers'
in  accordance with Rule 144A under the Securities Act ('Rule 144A Securities').
An investment in Rule 144A Securities will be considered illiquid and  therefore
subject  to the Fund's limitation on the purchase of illiquid securities, unless
the Board determines on an ongoing basis that an adequate trading market  exists
for  the security.  In addition  to an adequate  trading market,  the Board will
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 Fund to the extent that qualified  institutional
buyers  become uninterested for  a time in purchasing  Rule 144A Securities. The
Board  will  carefully  monitor  any  investments  by  the  Fund  in  Rule  144A
Securities.  The Board  may adopt guidelines  and delegate to  Warburg the daily
function of determining and  monitoring the liquidity  of Rule 144A  Securities,
although  the Board  will retain  ultimate responsibility  for any determination
regarding liquidity.
 
   Non-publicly traded securities (including interests in Private Funds and Rule
144A  Securities)  may  involve  a   high  degree  of  business  and   financial
 
                                       10
 

<PAGE>
<PAGE>
risk  and may result in substantial losses.  These securities may be less liquid
than publicly traded securities, and the 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.  The  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.
   WARRANTS.  At the time of issue, the  cost of a warrant is substantially less
than the cost  of the  underlying security itself,  and price  movements in  the
underlying  security  are  generally magnified  in  the price  movements  of the
warrant. This effect  enables the investor  to gain exposure  to the  underlying
security  with a relatively  low capital investment  but increases an investor's
risk in the event of a decline in  the value of the underlying security and  can
result  in a complete loss  of the amount invested  in the warrant. In addition,
the price of a  warrant tends to  be more volatile than,  and may not  correlate
exactly  to, the price  of the underlying  security. If the  market price of the
underlying security is below the exercise price of the warrant on its expiration
date, the warrant will generally expire without value.
   EMERGING MARKETS. The  Fund may invest  in securities of  issuers located  in
less  developed  countries considered  to  be 'emerging  markets.'  Investing in
securities of issuers located  in emerging markets involves  not only the  risks
described  below with respect to investing in foreign securities, but also other
risks, including exposure to economic structures that are generally less diverse
and mature than,  and to political  systems that  can be expected  to have  less
stability  than, those of developed countries. Other characteristics of emerging
markets that may affect investment there include certain national policies  that
may  restrict investment by foreigners in issuers or industries deemed sensitive
to relevant national  interests and  the absence of  developed legal  structures
governing  private and foreign  investments and private  property. The typically
small size of the markets for securities of issuers located in emerging  markets
and  the  possibility  of  a  low or  nonexistent  volume  of  trading  in those
securities may also result  in a lack  of liquidity and  in price volatility  of
those securities.
 
PORTFOLIO TRANSACTIONS AND TURNOVER RATE________________________________________
   The  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 Fund. The Fund will not consider
portfolio turnover  rate  a  limiting  factor  in  making  investment  decisions
consistent with its investment objective and policies. Higher portfolio turnover
rates    (100%    or    more)   may    result    in   dealer    mark    ups   or
 
                                       11
 

<PAGE>
<PAGE>
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 the Statement of Additional Information.
 
   All orders for transactions  in securities or options  on behalf of the  Fund
are placed by Warburg with broker-dealers that it selects, including Counsellors
Securities Inc., the Fund's distributor ('Counsellors Securities'). The 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___________________________________________________
   Although there is no intention of doing  so during the coming year, the  Fund
is  authorized to engage in the  following investment strategies: (i) purchasing
securities on  a when-issued  basis  and purchasing  or selling  securities  for
delayed-delivery,  (ii)  lending portfolio  securities  and (iii)  entering into
reverse repurchase agreements and dollar rolls. Detailed information  concerning
these strategies and their related risks is contained below and in the Statement
of Additional Information.
   FOREIGN  SECURITIES.  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  domestic 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, confiscatory taxation and
limitations on  the  use or  removal  of funds  or  other assets  of  the  Fund,
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
 
                                       12
 

<PAGE>
<PAGE>
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, FUTURES AND CURRENCY TRANSACTIONS. At the discretion of Warburg, the
Fund  may, but is  not required to,  engage in a  number of strategies involving
options, futures  and forward  currency  contracts. These  strategies,  commonly
referred to as 'derivatives,' may be used (i) for the purpose of hedging against
a decline in value of the Fund's current or anticipated portfolio holdings, (ii)
as  a substitute for purchasing or selling portfolio securities or (iii) 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  FUND'S  INVESTMENT  RISK.  Transaction  costs  and  any  premiums
associated  with  these strategies,  and any  losses  incurred, will  affect the
Fund's net asset value and performance. Therefore, an investment in the Fund may
involve a greater  risk than an  investment in  other mutual funds  that do  not
utilize  these strategies. The Fund's use of  these strategies may be limited by
position and exercise limits established by securities and commodities exchanges
and the NASD and by the Internal Revenue Code of 1986, as amended (the 'Code').
 
   Securities and Stock Index Options. The  Fund may write covered call and  put
options  on up to 25% of the net asset value of the stock and debt securities in
its portfolio and will realize fees (referred to as 'premiums') for granting the
rights evidenced by the options. The Fund may utilize up to 10% of its assets to
purchase options  on stocks  and debt  securities that  are traded  on U.S.  and
foreign exchanges, as well as over-the-counter ('OTC') options. 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 on a security has
the right to purchase  the underlying security from  the writer. In addition  to
purchasing  and writing options on  securities, the Fund may  also utilize up to
10% of its total assets to purchase exchange-listed and OTC put and call options
on stock indexes, and may  also write such options.  A stock index measures  the
movement of a certain group of stocks by assigning relative values to the common
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 the Fund,
force the sale or  purchase of portfolio securities  at inopportune times or  at
less  advantageous  prices,  limit the  amount  of appreciation  the  Fund could
realize on  its investments  or require  the Fund  to hold  securities it  would
otherwise sell.
 
                                       13
 

<PAGE>
<PAGE>
   Futures  Contracts  and  Related Options.  The  Fund may  enter  into foreign
currency, interest rate and stock 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 foreign  currency  or an  interest rate
sensitive security or,  in the  case of stock  index and  certain other  futures
contracts,  are settled in  cash with reference to  a specified multiplier times
the change in the specified index, exchange rate or interest rate. 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 the Fund's net asset value, after taking into account unrealized profits  and
unrealized  losses on any  such contracts. Although  the Fund is  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.
 
   Currency Exchange Transactions. The Fund  will conduct its currency  exchange
transactions  either (i) on a spot (i.e.,  cash) basis at the rate prevailing in
the currency exchange market,  (ii) through entering  into futures contracts  or
options  on futures contracts (as described  above), (iii) through entering into
forward  contracts  to  purchase  or   sell  currency  or  (iv)  by   purchasing
exchange-traded  currency  options.  A  forward  currency  contract  involves an
obligation to purchase or sell a specific  currency at a future date at a  price
set  at  the time  of the  contract. An  option on  a foreign  currency operates
similarly to an  option on a  security. Risks associated  with currency  forward
contracts and purchasing currency options are similar to those described in this
Prospectus  for futures  contracts and  securities and  stock index  options. In
addition, the  use of  currency transactions  could result  in losses  from  the
imposition  of  foreign exchange  controls,  suspension of  settlement  or other
governmental actions or unexpected events.
 
   Hedging Considerations. The Fund may engage in options, futures and  currency
transactions  for, among other reasons, hedging purposes. 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, futures contracts  and currency  exchange 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. The 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
 
                                       14
 

<PAGE>
<PAGE>
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  the  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. The Fund is also subject to the risk of a default
by a counterparty to an off-exchange transaction.
 
   Asset Coverage. The 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;  currency, interest rate and stock index
futures contracts and options on  these futures contracts; and forward  currency
contracts.  The use of these strategies may  require that the Fund maintain cash
or liquid securities 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, financial instrument or currency 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.
 
   SHORT  SELLING. The Fund may from time to time sell securities short. A short
sale is a  transaction in which  the Fund sells  securities it does  not own  in
anticipation  of a decline  in the market  price of the  securities. The current
market value of the  securities sold short (excluding  short sales 'against  the
box') will not exceed 10% of the Fund's assets.
 
   To  deliver the  securities to  the buyer,  the Fund  must arrange  through a
broker to borrow the securities and, in so doing, the Fund becomes obligated  to
replace   the  securities  borrowed  at  their  market  price  at  the  time  of
replacement, whatever that price may be. The Fund will make a profit or incur  a
loss  as a result of a short sale depending on whether the price of the security
decreases or increases between the date of the short sale and the date on  which
the  Fund purchases  the security to  replace the borrowed  securities that have
been sold. The amount of any loss would be increased (and any gain decreased) by
any premium or interest the Fund is  required to pay in connection with a  short
sale.
 
   The Fund's obligation to replace the securities borrowed in connection with a
short  sale will be secured by cash or liquid securities deposited as collateral
with the broker. In addition, the Fund  will place in a segregated account  with
its custodian or a qualified subcustodian an amount of cash or liquid securities
equal  to the difference, if any, between (i) the market value of the securities
sold  at  the  time  they  were  sold   short  and  (ii)  any  cash  or   liquid
 
                                       15
 

<PAGE>
<PAGE>
securities  deposited as collateral with the broker in connection with the short
sale (not  including the  proceeds of  the  sort sale).  Until it  replaces  the
borrowed  securities, the Fund  will maintain the segregated  account daily at a
level so that (a) the amount deposited in the account plus the amount  deposited
with  the broker (not including the proceeds from the short sale) will equal the
current market value of the securities  sold short and (b) the amount  deposited
in  the account  plus the  amount deposited with  the broker  (not including the
proceeds from the  short sale) will  not be less  than the market  value of  the
securities at the time they were sold short.
 
   Short  Sales Against the Box. The Fund  may, in addition to engaging in short
sales as described above, 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,'  may be entered into by the Fund to, for example, lock in a sale price for
a security the Fund does not wish to  sell immediately or to postpone a gain  or
loss  for federal income  tax purposes. The  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. Not more than 10% of the Fund's net
assets (taken  at current  value) may  be  held as  collateral for  short  sales
against the box at any one time.
 
   The  extent to  which the Fund  may make short  sales may be  limited by Code
requirements  for  qualification   as  a  regulated   investment  company.   See
'Dividends,  Distributions and Taxes' for other tax considerations applicable to
short sales.
 
INVESTMENT GUIDELINES___________________________________________________________
   The Fund  may  invest  up  to  15% of  its  net  assets  in  securities  with
contractual  or other restrictions on resale  and other investments that are not
readily marketable,  including (i)  securities  issued as  part of  a  privately
negotiated  transaction  between  an issuer  and  one or  more  purchasers, (ii)
repurchase agreements  with  maturities  greater than  seven  days;  (iii)  time
deposits  maturing in more than seven calendar  days; and (iv) certain Rule 144A
Securities. The Fund  may borrow from  banks and enter  into reverse  repurchase
agreements  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 the  Fund's total assets. The Fund
may pledge its assets  to the extent necessary  to secure permitted  borrowings.
Whenever  borrowings (including reverse repurchase  agreements) exceed 5% of the
value of  the  Fund's  net  assets,  the Fund  will  not  make  any  investments
(including  roll-overs). 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
 
                                       16
 

<PAGE>
<PAGE>
of  the Board, subject to the limitations  contained in the 1940 Act. A complete
list of investment restrictions that the 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  the  Statement  of  Additional
Information.
 
MANAGEMENT OF THE FUND__________________________________________________________
   INVESTMENT ADVISERS. The Fund  employs Warburg as  investment adviser to  the
Fund  and Abbott as the sub-investment adviser  to the Fund. Warburg, subject to
the control of  the Fund's officers  and the Board,  manages the investment  and
reinvestment  of  the  assets of  the  Fund  in accordance  with  its investment
objective and stated investment policies. Warburg makes investment decisions for
the Fund, places orders to purchase or sell securities on behalf of the Fund and
supervises the activities  of Abbott. Warburg  also employs a  support staff  of
management personnel to provide services to the Fund and furnishes the Fund with
office  space,  furnishings  and  equipment.  Abbott,  in  accordance  with  the
investment objective and policies  of the Fund,  makes investment decisions  for
the Fund regarding investments in Private Funds, effects transactions in Private
Funds  on  behalf of  the  Fund and  assists  in other  administrative functions
relating to investments in Private Funds.
   For the services provided by Warburg, the Fund pays Warburg a fee  calculated
at  an annual rate of 1.25% of the Fund's average daily net assets, out of which
Warburg  pays  Abbott  for  sub-advisory   services.  Warburg  and  the   Fund's
co-administrators  may voluntarily  waive a portion  of their fees  from time to
time and temporarily limit the expenses to be borne by the Fund.
   Warburg. 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 January 31,
1997,  Warburg  managed  approximately   $17.9  billion  of  assets,   including
approximately  $10.7 billion of investment company assets. Incorporated in 1970,
Warburg is  a  wholly  owned  subsidiary of  Warburg,  Pincus  Counsellors  G.P.
('Counsellors G.P.'), a New York general partnership, which itself is controlled
by Warburg, Pincus & Co. ('WP&Co.'), also a New York general partnership. Lionel
I.  Pincus, the managing partner of WP&Co,  may be deemed to control both WP&Co.
and Warburg. Counsellors 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.
   Abbott.  Abbott, which  was founded  in 1986,  is an  independent specialized
investment firm  with assets  under management  of approximately  $3.5  billion.
Abbott is a registered investment adviser which concentrates on venture capital,
buyout  and special situations partnership investments. Abbott's management team
provides full-service  private equity  programs to  clients. Abbott's  principal
office   is  located  at  50  Rowes  Wharf,  Suite  240,  Boston,  Massachusetts
02110-3328.
 
                                       17
 

<PAGE>
<PAGE>
   For tax and  other business purposes,  the partners of  Abbott plan to  merge
Abbott with and into, or transfer all of the assets of Abbott to, a newly-formed
Delaware  limited liability company  ('Abbott LLC'), with  Abbott LLC to survive
and assume all of  the liabilities of  Abbott as part  of the transaction.  This
transaction,  which is expected to  occur before May 31,  1997 and is subject to
certain contingencies, will not involve  any material change in the  management,
ownership,  personnel, operations or activities  of Abbott. The present partners
of Abbott will be  members of Abbott  LLC and will  hold officerships and  other
positions  in Abbott  LLC carrying responsibilities  generally commensurate with
their present responsibilities. Pursuant to a new sub-advisory agreement, Abbott
LLC, as successor to Abbott, will  perform the services then being performed  by
Abbott.  The new sub-advisory  agreement will be  substantially identical to the
current sub-advisory agreement among  Warburg, the Fund  and Abbott, except  for
the change of the service provider from Abbott to Abbott LLC.
 
   PORTFOLIO  MANAGER. The portfolio manager of  the Fund is Elizabeth B. Dater.
Ms. Dater is  a senior managing  director of  Warburg and has  been a  portfolio
manager of Warburg since 1978.
 
   Harold  W. Ehrlich,  Robert S.  Janis and  Christopher M.  Nawn are associate
portfolio managers and research analysts for the Fund. Mr. Erhlich is a managing
director of Warburg and has been with Warburg since February 1995, before  which
time  he was a senior vice president, portfolio manager and analyst at Templeton
Investment Counsel Inc. Mr. Janis is a senior vice president of Warburg and  has
been  with Warburg since October 1994, before which time he was a vice president
and senior research analyst at U.S. Trust Company of New York. Mr. Nawn is  also
a  senior vice president  of Warburg and  has been with  Warburg since September
1994, before which time he was a senior sector analyst and portfolio manager  at
the Dreyfus Corporation.
 
   Raymond L. Held and Gary H. Solomon, investment managers and general partners
of Abbott, manage the Fund's investments in Private Funds.
 
   CO-ADMINISTRATORS.   The  Fund   employs  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 Fund, 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 Fund  and its  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  the preparation of tax
returns and monitoring  and developing  compliance procedures for  the Fund.  As
compensation,  the Fund pays  Counsellors Service a fee  calculated at an annual
rate of .10% of the Fund's average daily net assets.
 
                                       18
 

<PAGE>
<PAGE>
   The Fund  employs 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 Fund pays PFPC a
fee calculated at an  annual rate of  .12% of the Fund's  first $250 million  in
average  daily net assets,  .10% of the  next $250 million  in average daily net
assets, .08% of the next $250 million  in average daily net assets, and .05%  of
average daily net assets over $750 million, exclusive of out-of-pocket expenses.
PFPC  has its  principal offices at  400 Bellevue  Parkway, Wilmington, Delaware
19809.
   CUSTODIANS. PNC Bank, National Association ('PNC') serves as custodian of the
Fund's U.S.  assets  and  Fiduciary Trust  Company  International  ('Fiduciary')
serves  as  custodian  of  the  Fund's non-U.S.  assets.  Like  PFPC,  PNC  is a
subsidiary of PNC Bank Corp. and  its principal business address is 1600  Market
Street, Philadelphia, Pennsylvania 19103. Fiduciary's principal business address
is Two World Trade Center, New York, New York 10048.
   TRANSFER  AGENT. State  Street Bank and  Trust Company  ('State Street') also
serves as shareholder  servicing agent, transfer  agent and dividend  disbursing
agent  for the Fund. It has delegated to Boston Financial Data Services, Inc., a
50% owned  subsidiary ('BFDS'),  responsibility for  most shareholder  servicing
functions.  State Street's  principal business  address is  225 Franklin Street,
Boston, Massachusetts 02110.  BFDS's principal  business address  is 2  Heritage
Drive, North Quincy, Massachusetts 02171.
   DISTRIBUTOR.  Counsellors Securities serves  as distributor of  the shares of
the Fund. 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  Advisor Shares  to Counsellors  Securities for  distribution
services.
   Warburg  or its  affiliates may,  at their  own expense,  provide promotional
incentives to parties who support the sale of shares of the Fund, 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.
   DIRECTORS AND  OFFICERS.  The officers  of  the Fund  manage  its  day-to-day
operations  and  are directly  responsible to  the Board.  The Board  sets broad
policies for the  Fund and chooses  its officers.  A list of  the Directors  and
officers  of  the 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.
 
HOW TO PURCHASE SHARES__________________________________________________________
   Individual  investors may  only purchase  Warburg Pincus  Advisor Fund shares
through Institutions.  The  Fund  reserves  the right  to  make  Advisor  Shares
available  to  other  investors  in  the  future.  The  Fund  also  reserves the
 
                                       19
 

<PAGE>
<PAGE>
right to suspend  the offering  of Advisor  Shares for a  period of  time or  to
reject   any  specific  purchase   order.  References  in   this  Prospectus  to
shareholders or investors are generally to Institutions as the record holders of
the Advisor Shares.
 
   Each Institution separately determines the rules applicable to its  customers
investing  in  the Fund,  including  minimum initial  and  subsequent investment
requirements and the procedures to be followed to effect purchases,  redemptions
and  exchanges  of Advisor  Shares. There  is  no minimum  amount of  initial or
subsequent purchases of  Advisor Shares  imposed on  Institutions, although  the
Fund reserves the right to impose minimums in the future.
 
   Orders  for the purchase of Advisor Shares  are placed with an Institution by
its customers. The Institution is responsible for the prompt transmission of the
order to the Fund or its agent.
 
   Institutions may purchase Advisor Shares by telephoning the Fund and  sending
payment   by  wire.  After  telephoning  (800)  369-2728  for  instructions,  an
Institution should then wire federal  funds to Counsellors Securities 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.
Warburg Pincus Advisor Global Post-Venture Capital Fund
DDA# 9904-649-2
[Shareowner name]
[Shareowner account number]
 
   Orders by wire will not be accepted until a completed account application has
been  received in proper form, and an  account number has been established. If a
telephone order is  received by the  close of  regular trading on  the New  York
Stock  Exchange ('NYSE') (currently 4:00 p.m., Eastern time) 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  after  prompt  inquiry.  Certain  organizations  or
Institutions  that have entered into  agreements with the Fund  or its agent may
enter confirmed purchase orders on behalf  of customers, with payment to  follow
no  later than the Fund's  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.
 
                                       20
 

<PAGE>
<PAGE>
   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 or its  agent and should  clearly indicate the  investor's
account   number.  In  the   interest  of  economy   and  convenience,  physical
certificates representing shares in the Fund are not normally issued.
 
   The  Fund  understands  that  some  broker-dealers  (other  than  Counsellors
Securities),  financial  institutions,  securities  dealers  and  other industry
professionals may impose certain conditions  on their clients or customers  that
invest  in the Fund, 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 Fund,  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 account with the organization.
 
   GENERAL.  The Fund reserves the right  to reject any specific purchase order.
The Fund  may discontinue  sales of  its shares  if management  believes that  a
substantial  further increase in assets may  adversely affect the Fund's ability
to achieve its investment objective. In  such event, however, it is  anticipated
that   existing  shareholders  would  be  permitted  to  continue  to  authorize
investment  in  the  Fund  and  to  reinvest  any  dividends  or  capital  gains
distributions.
 
HOW TO REDEEM AND EXCHANGE SHARES_______________________________________________
   REDEMPTION OF SHARES. An investor of the Fund may redeem (sell) shares on any
day that the Fund's net asset value is calculated (see 'Net Asset Value' below).
Requests  for the redemption (or exchange) of  Advisor Shares are placed with an
Institution  by  its  customers,  which  is  then  responsible  for  the  prompt
transmission of this request to the Fund or its agent.
 
   Institutions  may  redeem Advisor  Shares by  calling Warburg  Pincus Advisor
Funds at (800) 369-2728. 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 the redemption proceeds will be wired
to the investor's bank as indicated in the account application previously filled
out  by the investor.  The Fund does  not currently impose  a service charge for
effecting wire transfers but 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
Advisor  Funds by telephone,  an investor may deliver  the redemption request to
Warburg Pincus Advisor Funds by mail  at Warburg Pincus Advisor Funds, P.O.  Box
9030, Boston, Massachusetts 02205-9030.
 
                                       21
 

<PAGE>
<PAGE>
   If a redemption order is received by the 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  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 the Fund,  it
reserves  the right to pay  the redemption proceeds within  seven days after the
redemption order is  effected. Furthermore, the  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.
   EXCHANGE OF SHARES. An  Institution may exchange Advisor  Shares of the  Fund
for Advisor Shares of the other Warburg Pincus Advisor Funds at their respective
net  asset  values. Exchanges  may  be effected  in  the manner  described under
'Redemption of Shares'  above. If  an exchange  request is  received by  Warburg
Pincus Advisor 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. The
exchange privilege  may be  modified or  terminated at  any time  upon 60  days'
notice to shareholders.
   The  exchange privilege is available to shareholders residing in any state in
which Advisor  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 Advisor
Shares of the  Fund for  shares in another  Warburg Pincus  Advisor 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  Advisor Fund,  an investor  should contact  Warburg
Pincus Advisor Funds at (800) 369-2728.
 
DIVIDENDS, DISTRIBUTIONS AND TAXES______________________________________________
   DIVIDENDS  AND  DISTRIBUTIONS. The  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  less
applicable  expenses. The Fund declares dividends from its net investment income
and net realized short-term and long-term  capital gains annually and pays  them
in  the  calendar year  in which  they  are declared,  generally in  November or
December. Net investment income earned on weekends and
 
                                       22
 

<PAGE>
<PAGE>
when the NYSE is not open will be  computed as of the next business day.  Unless
an  investor  instructs the  Fund  to pay  dividends  or distributions  in cash,
dividends and  distributions  will  automatically be  reinvested  in  additional
Advisor Shares of the 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 Advisor  Funds at the  address set forth  under 'How to  Purchase
Shares' or by calling Warburg Pincus Advisor Funds at (800) 369-2728.
 
   The 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. The  Fund intends  to qualify  each year  as a  'regulated  investment
company'  within  the  meaning of  the  Code. The  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. The 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 are taxable  to
investors  as long-term capital gains, in each  case regardless of the length of
time shareholders have held  the Advisor Shares or  whether received in cash  or
reinvested  in additional Advisor Shares. As  a general rule, an investor's gain
or loss on a sale or redemption of  its Fund shares will be a long-term  capital
gain  or loss if  it has held  its shares for more  than one year  and will be a
short-term capital gain or loss if it has held its 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. Investors may  be
proportionately  liable for taxes on income and gains of the Fund, but investors
not subject to tax on  their income will not be  required to pay tax on  amounts
distributed  to them. The Fund's investment activities, including short sales of
securities, will not result in unrelated business taxable income to a tax-exempt
investor. A Fund's dividends  may qualify for  the dividends received  deduction
for  corporations to the extent they  are derived from dividends attributable to
certain types of stock issued by U.S. domestic corporations.
 
   Certain provisions of the Code may require that a gain recognized by the 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
 
                                       23
 

<PAGE>
<PAGE>
Fund  held the securities used to close the  short sale. The 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. The Fund's short selling activities will not result in
unrelated business taxable income to a tax-exempt investor.
   Dividends and interest received by the Fund may be subject to withholding and
other taxes  imposed  by foreign  countries.  However, tax  conventions  between
certain  countries and the U.S. may reduce  or eliminate such taxes. If the Fund
qualifies as a regulated investment  company, if certain asset and  distribution
requirements  are satisfied and if  more than 50% of  the Fund's total assets at
the close  of  its  fiscal  year  consist of  stock  or  securities  of  foreign
corporations,  the Fund may elect for U.S.  income tax purposes to treat foreign
income taxes paid by it  as paid by its shareholders.  The Fund may qualify  for
and  make this election in some, but  not necessarily all, of its taxable years.
If the Fund were to make an election, shareholders of the Fund would be required
to take into account an amount equal to their pro rata portions of such  foreign
taxes  in computing their taxable income and then treat an amount equal to those
foreign taxes as a U.S. federal income tax deduction or as a foreign tax  credit
against  their U.S. federal  income taxes. Shortly  after any year  for which it
makes such an election, the Fund will report to its shareholders the amount  per
share  of such  foreign tax  that must be  included in  each shareholder's gross
income and the amount which  will be available for  the deduction or credit.  No
deduction for foreign taxes may be claimed by a shareholder who does not itemize
deductions.  Certain  limitations will  be imposed  on the  extent to  which the
credit (but not the deduction) for foreign taxes may be claimed.

   GENERAL. Statements as  to the tax  status of each  investor's dividends  and
distributions   are  mailed  annually.  Each  investor  will  also  receive,  if
applicable, various written notices after the close of the Fund's prior  taxable
year  with 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.  Individuals investing in  the
Fund  through Institutions  should consult those  Institutions or  their own tax
advisers regarding the tax consequences of investing in the Fund.

 
NET ASSET VALUE_________________________________________________________________
   The 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 the Fund generally changes each day.
 
                                       24
 

<PAGE>
<PAGE>
   The net asset value per Advisor Share  of the Fund is computed by adding  the
Advisor  Shares' pro rata share of the value of the Fund's assets, deducting the
Advisor Shares' pro  rata share of  the Fund's liabilities  and the  liabilities
specifically  allocated to  Advisor Shares and  then dividing the  result by the
total number of outstanding Advisor 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.
Investments in Private Funds will be  valued initially at cost and,  thereafter,
in  accordance with periodic  reports received by Abbott  from the Private Funds
(generally quarterly). Because the issuers  of securities held by Private  Funds
are  generally  not  subject  to  the  reporting  requirements  of  the  federal
securities laws, interim changes in value  of investments in Private Funds  will
not  generally be reflected in the Fund's net asset value. However, Warburg will
report to the Board of Directors  information about certain holdings of  Private
Funds  that, in its judgment, could have a material impact on the valuation of a
Private Fund. The  Board of Directors  will take these  reports into account  in
valuing  Private  Funds. Securities,  options  and futures  contracts  for which
market quotations are not readily available and other assets, including  Private
Funds,  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  Fund quotes  the performance  of Advisor  Shares separately  from Common
Shares. The net asset value of the  Advisor Shares is listed in The Wall  Street
Journal  each business day under the  heading Warburg Pincus Advisor Funds. From
time to time, the Fund may advertise the average annual total return of  Advisor
Shares over various periods of time. These total return figures show the average
percentage  change in  value of  an investment  in the  Advisor Shares  from the
beginning of  the measuring  period to  the  end of  the measuring  period.  The
figures  reflect changes in  the price of  the Advisor Shares  assuming that any
income dividends and/or capital gain distributions  made by the Fund during  the
period  were reinvested in Advisor Shares. Total return will be shown for recent
one-, five- and ten-year  periods, and may  be shown for  other periods as  well
(such as on a year-by-year, quarterly or current year-to-date basis).
   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,
 
                                       25
 

<PAGE>
<PAGE>
investors  should bear  in mind that  the Fund seeks  long-term appreciation and
that such return may not  be representative of the  Fund's return over a  longer
market  cycle. The  Fund may  also advertise  aggregate total  return figures of
Advisor Shares for various periods, representing the cumulative change in  value
of an investment in the Advisor 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  total return  figures  are based  on historical
earnings and are not intended to  indicate future performance. The Statement  of
Additional  Information  describes the  method used  to determine  total return.
Current total return figures may be  obtained by calling Warburg Pincus  Advisor
Funds at (800) 369-2728.
 
   In  reports or other communications to  investors or in advertising material,
the Fund may describe general economic and market conditions affecting the  Fund
and may compare its performance with (i) 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) with the Venture Capital 100 Index (compiled by
Venture Capital Journal), the  Russell 2000 Small Stock  Index, the EAFE  Index,
the  Salomon  Russell Global  Equity Index  and  the FT-Actuaries  World Indices
(jointly complied by The Financial Times, Ltd., Goldman, Sachs & Co. and NatWest
Securities Ltd.) and the  S&P 500 Index, which  are unmanaged indexes of  common
stocks; or (iii) other appropriate indexes of investment securities or with data
developed  by  Warburg  derived  from  such  indexes.  The  Fund  may  also make
comparisons using  data and  indexes compiled  by the  National Venture  Capital
Association,  VentureOne  and  Private Equity  Analysts  Newsletter  and similar
organizations and publications. The Fund may also include evaluations  published
by nationally recognized ranking services and by financial publications that are
nationally recognized, such as Barron's, Business Week, Financial Times, Forbes,
Fortune,   Inc.,  Institutional  Investor,  Investor's  Business  Daily,  Money,
Morningstar, Inc.,  Mutual  Fund  Magazine,  Smart Money  and  The  Wall  Street
Journal.
 
   In  reports or other communications to  investors or in advertising, the 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, the Fund and  its portfolio managers may render  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. The Fund may  also discuss measures of  risk, the continuum  of
risk and return relating to different investments and
 
                                       26
 

<PAGE>
<PAGE>
the  potential impact  of foreign  stocks 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, the Fund may from
time to time compare the expense ratio  of Advisor 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 Fund was incorporated  on July 16, 1996  under the laws of
the State  of  Maryland under  the  name 'Warburg,  Pincus  Global  Post-Venture
Capital  Fund,  Inc.' The  Fund's charter  authorizes the  Board to  issue three
billion full and fractional shares of capital stock, $.001 par value per  share,
of  which two billion shares are designated Common Shares and one billion shares
are designated Advisor Shares. Under the 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 Fund offers a separate class of shares, the Common
Shares,  directly to  individuals pursuant to  a separate  prospectus. Shares of
each class represent equal pro rata  interests in the Fund and accrue  dividends
and  calculate net  asset value and  performance quotations in  the same manner,
except that Advisor  Shares bear fees  payable by the  Fund to Institutions  for
services  they provide to the beneficial owners of such shares and enjoy certain
exclusive voting rights on matters relating to these fees. 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 on  Common  Shares. Investors  may  obtain
information  concerning the Common Shares  from their investment professional or
by calling Counsellors Securities at (800) 927-2874.
   VOTING RIGHTS. Investors in the Fund are  entitled to one vote for each  full
share  held and fractional votes for fractional shares held. Shareholders of the
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  member of the Board  may be removed from  office
upon  the  vote  of shareholders  holding  at  least a  majority  of  the 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
 
                                       27
 

<PAGE>
<PAGE>
the Fund. Lionel I. Pincus may be deemed to be a controlling person of the  Fund
because  he may be deemed to possess or share investment power over shares owned
by clients of Warburg.
   SHAREHOLDER COMMUNICATIONS. Each investor will receive a quarterly  statement
of its account, as well as a statement of its account after any transaction that
affects  its share balance or share registration (other than the reinvestment of
dividends or  distributions).  The  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 the Fund, as
well as certain  statistical characteristics  of the  Fund, may  be obtained  by
calling Warburg Pincus Advisor Funds at (800) 369-2728. Each Institution that is
the  record  owner of  Advisor Shares  on behalf  of its  customers will  send a
statement to those  customers periodically  showing their  indirect interest  in
Advisor  Shares,  as well  as providing  other information  about the  Fund. See
'Shareholder Servicing.'
   The common share prospectuses of Warburg Pincus Post-Venture Capital Fund and
the Fund are combined in  a Common Share 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 that Prospectus with regard to the other
Fund.
 
SHAREHOLDER SERVICING___________________________________________________________
   The  Fund  is  authorized  to   offer  Advisor  Shares  exclusively   through
Institutions  whose  clients  or  customers  (or  participants  in  the  case of
retirement plans)  ('Customers')  are owners  of  Advisor Shares.  Either  those
Institutions  or companies  providing certain  services to  Customers (together,
'Service Organizations') will enter into agreements ('Agreements') with the Fund
and/or Counsellors  Securities  pursuant to  a  Distribution Plan  as  described
below.  Such entities  may provide certain  distribution, shareholder servicing,
administrative  and/or  accounting  services  for  its  Customers.  Distribution
services  would be marketing or other  services in connection with the promotion
and sale of Advisor  Shares. Shareholder services that  may be provided  include
responding  to Customer inquiries, providing information on Customer investments
and providing other shareholder liaison services. Administrative and  accounting
services  related to the sale of Advisor  Shares may include (i) aggregating and
processing purchase  and  redemption requests  from  Customers and  placing  net
purchase  and redemption orders with the  Fund's transfer agent, (ii) processing
dividend payments  from the  Fund on  behalf of  Customers and  (iii)  providing
sub-accounting  related  to the  sale of  Advisor  Shares beneficially  owned by
Customers or the information to the Fund necessary for sub-accounting. The Board
has approved a Distribution Plan (the  'Plan') pursuant to Rule 12b-1 under  the
1940  Act under which each participating  Service Organization will be paid, out
of the  assets of  the Fund  (either directly  or by  Counsellors Securities  on
behalf  of the Fund), a negotiated fee on an annual basis not to exceed .75% (up
to a
 
                                       28
 

<PAGE>
<PAGE>
 .25% annual  shareholder services  fee  and a  .50% annual  distribution  and/or
administrative services fee) of the value of the average daily net assets of its
Customers  invested in Advisor Shares. The current  12b-1 fee is .50% per annum.
The Board evaluates the appropriateness of the Plan on a continuing basis and in
doing so considers all relevant factors.
   To offset  start-up  costs and  expenses  associated with  certain  qualified
retirement   plans  making  Advisor  Shares   available  to  plan  participants,
Counsellors Securities  may pay  CIGNA Financial  Advisors, Inc.,  a  registered
broker-dealer  which  is  the  broker of  record  for  Connecticut  General Life
Insurance Company,  a one-time  fee of  .25% of  the average  aggregate  account
balances of plan participants during the first year of implementation.
   Warburg,  Counsellors Securities or their affiliates  may, from time to time,
at their  own expense,  provide compensation  to Service  Organizations. To  the
extent they do so, such compensation does not represent an additional expense to
the  Fund or its  shareholders. In addition,  Warburg, Counsellors Securities or
their affiliates may, from time to time, at their own expense, pay certain  Fund
transfer  agent fees  and expenses related  to accounts of  Customers. A Service
Organization may directly or indirectly pay a portion of the fees paid  pursuant
to  the Plan  to the  Fund's custodian  or transfer  agent for  costs related to
accounts of its Customers.
                            ------------------------
   NO PERSON  HAS  BEEN  AUTHORIZED TO  GIVE  ANY  INFORMATION OR  TO  MAKE  ANY
REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED IN  THIS  PROSPECTUS,  THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION OR  THE FUND'S OFFICIAL SALES LITERATURE  IN
CONNECTION  WITH THE OFFERING OF SHARES OF THE  FUND, AND IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR  REPRESENTATIONS MUST  NOT BE  RELIED UPON  AS HAVING  BEEN
AUTHORIZED  BY THE  FUND. THIS  PROSPECTUS DOES NOT  CONSTITUTE AN  OFFER OF THE
ADVISOR SHARES IN ANY STATE IN WHICH, OR  TO ANY PERSON TO WHOM, SUCH OFFER  MAY
NOT LAWFULLY BE MADE.
 
                                       29



<PAGE>
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                                       <C>
The Fund's Expenses.....................................................    2
Financial Highlights....................................................    3
Investment Objective and Policies.......................................    4
Portfolio Investments...................................................    7
Risk Factors and Special Considerations.................................    9
Portfolio Transactions and Turnover Rate................................   11
Certain Investment Strategies...........................................   12
Investment Guidelines...................................................   16
Management of the Fund..................................................   17
How to Purchase Shares..................................................   19
How to Redeem and Exchange Shares.......................................   21
Dividends, Distributions and Taxes......................................   22
Net Asset Value.........................................................   24
Performance.............................................................   25
General Information.....................................................   27
Shareholder Servicing...................................................   28
</TABLE>
 
- --------------------------------------------------------------------------------

 
                                     [Logo]


 
                       P.O. BOX 9030, BOSTON, MA 02205-9030
                                   800-369-2728


COUNSELLORS SECURITIES INC., DISTRIBUTOR.                           ADGPV-1-0297





<PAGE>
 

<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

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

                                February 21, 1997
                    WARBURG PINCUS POST-VENTURE CAPITAL FUND

                 WARBURG PINCUS GLOBAL POST-VENTURE CAPITAL FUND
                 P.O. Box 9030, Boston, Massachusetts 02205-9030
                        For information, call 800-WARBURG

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                                    CONTENTS

                                                                           Page
                                                                           ----
Investment Objectives........................................................2
Investment Policies..........................................................2
Management of the Funds......................................................25
Additional Purchase and Redemption Information...............................35
Exchange Privilege...........................................................35
Additional Information Concerning Taxes......................................36
Determination of Performance.................................................39
Independent Accountants and Counsel..........................................41
Miscellaneous................................................................41
Financial Statements.........................................................43
Appendix  Description of Ratings.............................................A-1

               This Statement of Additional Information is meant to be read in
conjunction with the combined Prospectus for the Common Shares of Warburg Pincus
Post-Venture Capital Fund (the "Post-Venture Capital Fund") and Warburg Pincus
Global Post-Venture Capital Fund (the "Global Post-Venture Capital Fund")
(collectively, the "Funds") and with the Prospectus for the Advisor Shares of
each Fund, each dated February 21, 1997, as amended or supplemented from time to
time, and is incorporated by reference in its entirety into those Prospectuses.
Because this Statement of Additional Information is not itself a prospectus, no
investment in shares of a Fund should be made solely upon the information
contained herein. Copies of the Funds' Prospectuses and information regarding
each Fund's current performance may be obtained by calling the Fund at (800)
927-2874. Information regarding the status of shareholder accounts may also be
obtained by calling the Fund at the same number or by writing to the Fund, P.O.
Box 9030, Boston, Massachusetts 02205-9030.











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                              INVESTMENT OBJECTIVES

               The investment objective of the Post-Venture Capital Fund is
long-term growth of capital. The Fund will pursue its objective by investing
primarily in equity securities of issuers in their post-venture capital stage of
development and pursues an aggressive investment strategy.

               The investment objective of the Global Post-Venture Capital Fund
is long-term growth of capital. The Fund will pursue its objective by investing
primarily in equity securities of U.S. and foreign issuers in their post-venture
capital stage of development and pursues an aggressive investment strategy.

                               INVESTMENT POLICIES

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

Options, Futures and Currency Exchange Transactions

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

               A 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, a 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


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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 a 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 a 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 a 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


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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 a 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, a 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


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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 a 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. A 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 common 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. A 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


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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, a 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 or, with
respect to currency options, currencies 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. A Fund may enter into foreign currency,
interest rate and stock 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 currency values, interest rates and/or market conditions and
increasing return.

               A Fund will not enter into futures contracts and related options
for which the aggregate initial margin and premiums (discussed below) required
to establish positions other than those considered to be "bona fide hedging" by
the CFTC exceed 5% of the Fund's net asset value after taking into account
unrealized profits and unrealized losses on any such contracts it has entered
into. 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. A foreign currency futures contract provides
for the future sale by one party and the purchase by the other party of a
certain amount of a specified non-U.S. currency at a specified price, date, time
and place. 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. Stock indexes are capitalization weighted indexes
which reflect the market value of the stock listed on the indexes. A stock index
futures contract is an agreement to be settled by delivery of an amount of cash
equal to a specified multiplier times


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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 a 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 liquid securities acceptable to
the broker 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 currency, financial instrument or stock 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, a 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. A Fund may purchase and write put
and call options on foreign currency, interest rate and stock 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.


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               An option on a currency, interest rate or stock 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.

               Currency Exchange Transactions. The value in U.S. dollars of the
assets of a Fund that are invested in foreign securities may be affected
favorably or unfavorably by changes in exchange control regulations, and the
Fund may incur costs in connection with conversion between various currencies.
Currency exchange transactions may be from any non-U.S. currency into U.S.
dollars or into other appropriate currencies. The Fund will conduct its currency
exchange transactions (i) on a spot (i.e., cash) basis at the rate prevailing in
the currency exchange market, (ii) through entering into futures contracts or
options on such contracts (as described above), (iii) through entering into
forward contracts to purchase or sell currency or (iv) by purchasing
exchange-traded currency options.

               Forward Currency Contracts. A forward currency contract involves
an obligation to purchase or sell a specific currency at a future date, which
may be any fixed number of days from the date of the contract as agreed upon by
the parties, at a price set at the time of the contract. These contracts are
entered into in the interbank market conducted directly between currency traders
(usually large commercial banks and brokers) and their customers. Forward
currency contracts are similar to currency futures contracts, except that
futures contracts are traded on commodities exchanges and are standardized as to
contract size and delivery date.

               At or before the maturity of a forward contract, a Fund may
either sell a portfolio security and make delivery of the currency, or retain
the security and fully or partially offset its contractual obligation to deliver
the currency by negotiating with its trading partner to purchase a second,
offsetting contract. If the Fund retains the portfolio security and engages in
an offsetting transaction, the Fund, at the time of execution of the offsetting
transaction, will incur a gain or a loss to the extent that movement has
occurred in forward contract prices.

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               Currency Options. A Fund may purchase exchange-traded put and
call options on foreign currencies. Put options convey the right to sell the
underlying currency at a price which is anticipated to be higher than the spot
price of the currency at the time the option is exercised. Call options convey
the right to buy the underlying currency at a price which is expected to be
lower than the spot price of the currency at the time the option is exercised.

               Currency Hedging. A Fund's currency hedging will be limited to
hedging involving either specific transactions or portfolio positions.
Transaction hedging is the purchase or sale of forward currency with respect to
specific receivables or payables of the Fund generally accruing in connection
with the purchase or sale of its portfolio securities. Position hedging is the
sale of forward currency with respect to portfolio security positions. The Fund
may not position hedge to an extent greater than the aggregate market value (at
the time of entering into the hedge) of the hedged securities.

               A decline in the U.S. dollar value of a foreign currency in which
a Fund's securities are denominated will reduce the U.S. dollar value of the
securities, even if their value in the foreign currency remains constant. The
use of currency hedges does not eliminate fluctuations in the underlying prices
of the securities, but it does establish a rate of exchange that can be achieved
in the future. For example, in order to protect against diminutions in the U.S.
dollar value of securities it holds, the Fund may purchase currency put options.
If the value of the currency does decline, the Fund will have the right to sell
the currency for a fixed amount in dollars and will thereby offset, in whole or
in part, the adverse effect on the U.S. dollar value of its securities that
otherwise would have resulted. Conversely, if a rise in the U.S. dollar value of
a currency in which securities to be acquired are denominated is projected,
thereby potentially increasing the cost of the securities, the Fund may purchase
call options on the particular currency. The purchase of these options could
offset, at least partially, the effects of the adverse movements in exchange
rates. The benefit to the Fund derived from purchases of currency options, like
the benefit derived from other types of options, will be reduced by premiums and
other transaction costs. Because transactions in currency exchange are generally
conducted on a principal basis, no fees or commissions are generally involved.
Currency hedging involves some of the same risks and considerations as other
transactions with similar instruments. Although currency hedges limit the risk
of loss due to a decline in the value of a hedged currency, at the same time,
they also limit any potential gain that might result should the value of the
currency increase. If a devaluation is generally anticipated, the Fund may not
be able to contract to sell a currency at a price above the devaluation level it
anticipates.

               While the values of currency futures and options on futures,
forward currency contracts and currency options may be expected to correlate
with exchange rates, they will not reflect other factors that may affect the
value of the Fund's investments and a currency hedge may not be entirely
successful in mitigating changes in the value of the Fund's investments
denominated in that currency. A currency hedge, for example, should protect a
Yen-denominated bond against a decline in the Yen, but will not protect the Fund
against a price decline if the issuer's creditworthiness deteriorates.


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               Hedging. In addition to entering into options, futures and
currency exchange transactions for other purposes, including generating current
income to offset expenses or increase return, a Fund may enter into these
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, futures contracts and currency
exchange 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 a 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 the stock
index and movements in the price of stock index futures, a correct forecast of
general market trends by Warburg still may not result in a successful hedging
transaction.

               A 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 currency, 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


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or trends. Losses incurred in hedging transactions and the costs of these
transactions will affect the Fund's performance.

               Asset Coverage for Forward Contracts, Options, Futures and
Options on Futures. As described in the Prospectuses, a Fund will comply with
guidelines established by the Securities and Exchange Commission (the "SEC")
with respect to coverage of forward currency contracts; options written by the
Fund on securities and indexes; and currency, 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 securities
that are acceptable as collateral to the appropriate regulatory authority.

               For example, a call option written by a 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 or forward contract, the Fund could
purchase a put option on the same futures or forward 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

               Foreign Investments. Investors should recognize that investing in
foreign companies involves certain risks, including those discussed below, which
are not typically associated with investing in U.S. issuers. Since a Fund may
invest in securities denominated in currencies other than the U.S. dollar, and
since the Fund may temporarily hold funds in bank deposits or other money market
investments denominated in foreign currencies, the Fund may be affected
favorably or unfavorably by exchange control regulations or changes in the
exchange rate between such currencies and the dollar. A change in the value of a
foreign currency relative to the U.S. dollar will result in a corresponding
change in the dollar value of the Fund's assets denominated in that foreign
currency. Changes in foreign currency exchange rates may also affect the value
of dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains, if any, to be distributed to
shareholders by the Fund. The rate of exchange between the U.S. dollar and other
currencies is determined by the forces of supply and demand in the foreign
exchange markets. Changes in the exchange rate may result over time from the
interaction of many factors directly or indirectly affecting economic and
political conditions in the United States and a particular foreign country,
including economic and political developments in other countries.


                                       11









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<PAGE>


Of particular importance are rates of inflation, interest rate levels, the
balance of payments and the extent of government surpluses or deficits in the
United States and the particular foreign country, all of which are in turn
sensitive to the monetary, fiscal and trade policies pursued by the governments
of the United States and foreign countries important to international trade and
finance. Governmental intervention may also play a significant role. National
governments rarely voluntarily allow their currencies to float freely in
response to economic forces. Sovereign governments use a variety of techniques,
such as intervention by a country's central bank or imposition of regulatory
controls or taxes, to affect the exchange rates of their currencies. The Fund
may use hedging techniques with the objective of protecting against loss through
the fluctuation of the value of foreign currencies against the U.S. dollar,
particularly the forward market in foreign exchange, currency options and
currency futures. See "Currency Transactions" and "Futures Activities" above.

               Many of the foreign securities held by a Fund will not be
registered with, nor the issuers thereof be subject to reporting requirements
of, the SEC. Accordingly, there may be less publicly available information about
the securities and about the foreign company or government issuing them than is
available about a domestic company or government entity. Foreign companies are
generally not subject to uniform financial reporting standards, practices and
requirements comparable to those applicable to U.S. companies. In addition, with
respect to some foreign countries, there is the possibility of expropriation or
confiscatory taxation, limitations on the removal of funds or other assets of
the Fund, political or social instability, or domestic developments which could
affect U.S. investments in those countries. 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. The
Fund may invest in securities of foreign governments (or agencies or
instrumentalities thereof), and many, if not all, of the foregoing
considerations apply to such investments as well.

               Securities of some foreign companies are less liquid and their
prices are more volatile than 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. Due to the increased exposure
of a Fund to market and foreign exchange fluctuations brought about by such
delays, and due to the corresponding negative impact on Fund liquidity, the Fund
will avoid investing in countries which are known to experience settlement
delays which may expose the Fund to unreasonable risk of loss.

               U.S. Government Securities. A 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


                                       12









<PAGE>
<PAGE>


("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.

               Special Situation Companies. A Fund may invest up to 10% of its
assets, directly or indirectly, in the securities of "special situation
companies" involved in an actual or prospective acquisition or consolidation;
reorganization; recapitalization; merger, liquidation or distribution of cash,
securities or other assets; a tender or exchange offer; a breakup or workout of
a holding company; or litigation which, if resolved favorably, would improve the
value of the company's stock. If the actual or prospective situation does not
materialize as anticipated, the market price of the securities of a "special
situation company" may decline significantly. The Fund believes, however, that
if "special situation companies" are analyzed carefully and invested in at the
appropriate time, the Fund may achieve capital growth. There can be no
assurance, however, that a special situation that exists at the time the Fund
makes its investment will be consummated under the terms and within the time
period contemplated.

               Securities of Other Investment Companies. A Fund may invest in
securities of other investment companies and partnerships and other investment
vehicles deemed to be investment companies under the Investment Company Act of
1940, as amended (the "1940 Act"), to the extent permitted under that Act.
Presently, under the 1940 Act, the Fund may hold securities of another
investment company in amounts which (i) do not exceed 3% of the total
outstanding voting stock of such company, (ii) do not exceed 5% of the value of
the Fund's total assets and (iii) when added to all other investment company
securities held by the Fund, do not exceed 10% of the value of the Fund's total
assets.

               Lending of Portfolio Securities. A 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"). These loans, if and when made, may not
exceed 20% of the Fund's total assets taken at value. 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."


                                       13









<PAGE>
<PAGE>


               By lending its securities, a 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.

               When-Issued Securities and Delayed-Delivery Transactions. A Fund
may utilize up to 20% of its total 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). When-issued transactions normally settle within 30-45 days. The Fund
will enter into a when-issued transaction for the purpose of acquiring portfolio
securities and not for the purpose of leverage, 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
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 a 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


                                       14









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<PAGE>


the Fund's incurring a loss or missing an opportunity to obtain a price
considered to be advantageous.

               Securities of Smaller Companies. A Fund's investments involves
considerations that are not applicable to investing in securities of
established, larger-capitalization issuers, including reduced and less reliable
information about issuers and markets, less stringent accounting standards,
illiquidity of securities and markets, higher brokerage commissions and fees and
greater market risk in general. In addition, securities of smaller companies may
involve greater risks since these securities may have limited marketability and,
thus, may be more volatile.

               American, European and Continental Depositary Receipts. The
assets of a Fund may be invested in the securities of foreign issuers in the
form of American Depositary Receipts ("ADRs") and European Depositary Receipts
("EDRs"). These securities may not necessarily be denominated in the same
currency as the securities into which they may be converted. ADRs are receipts
typically issued by a U.S. bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation. EDRs, which are sometimes
referred to as Continental Depositary Receipts ("CDRs"), are receipts issued in
Europe typically by non-U.S. banks and trust companies that evidence ownership
of either foreign or domestic securities. Generally, ADRs in registered form are
designed for use in U.S. securities markets and EDRs and CDRs in bearer form are
designed for use in European securities markets.

               Warrants. A Fund may purchase warrants issued by domestic and
foreign companies to purchase equity securities consisting of common and
preferred stock. The equity security underlying a warrant is authorized at the
time the warrant is issued or is issued together with the warrant.

               Investing in warrants can provide a greater potential for profit
or loss than an equivalent investment in the underlying security, and, thus, can
be a speculative investment. The value of a warrant may decline because of a
decline in the value of the underlying security, the passage of time, changes in
interest rates or in the dividend or other policies of the company whose equity
underlies the warrant or a change in the perception as to the future price of
the underlying security, or any combination thereof. Warrants generally pay no
dividends and confer no voting or other rights other than to purchase the
underlying security.

               Reverse Repurchase Agreements and Dollar Rolls. A Fund may enter
into reverse repurchase agreements with the same parties with whom it may enter
into repurchase agreements. 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 certain liquid
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


                                       15









<PAGE>
<PAGE>


(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 the 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.

               A Fund also may enter into "dollar rolls," in which the Fund
sells fixed-income securities for delivery in the current month and
simultaneously contracts to repurchase similar but not identical (same type,
coupon and maturity) securities on a specified future date. During the roll
period, the Fund would forego principal and interest paid on such securities.
The Fund would be compensated by the difference between the current sales price
and the forward price for the future purchase, as well as by the interest earned
on the cash proceeds of the initial sale. At the time the Fund enters into a
dollar roll transaction, it will place in a segregated account maintained with
an approved custodian cash or other liquid obligations having a value not less
than the repurchase price (including accrued interest) and will subsequently
monitor the account to ensure that its value is maintained. Reverse repurchase
agreements and dollar rolls that are accounted for as financings are considered
to be borrowings under the 1940 Act.

               Non-Publicly Traded and Illiquid Securities. A 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, Private Funds (as
defined in the Prospectuses), 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. 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 without borrowing. 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.


                                       16









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<PAGE>


               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 a Fund's 15% 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).

               Private Funds. Although investments in Private Funds offer the
opportunity for significant capital gains, these investments involve a high
degree of business and financial risk that can result in substantial losses in
the portion of a Fund's portfolio invested in these investments. Among these are
the risks associated with investment in companies in an early stage of
development or with little or no operating history, companies operating at a
loss or with substantial variation in operation results from period to period,
companies with the need for substantial additional capital to support expansion
or to maintain a competitive position, or companies with significant financial
leverage. Such companies may also face intense competition from others including
those with greater financial resources or more extensive development,
manufacturing, distribution or other attributes, over which the Fund will have
no control.

               Interests in the Private Funds in which a Fund may invest will be
subject to substantial restrictions on transfer and, in some instances, may be
non-transferable for a period of years. Private Funds may participate in only a
limited number of investments and, as a consequence, the return of a particular
Private Fund may be substantially adversely affected by the unfavorable
performance of even a single investment. Certain of the Private


                                       17









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<PAGE>


Funds in which the Fund may invest may pay their investment managers a fee based
on the performance of the Fund, which may create an incentive for the manager to
make investments that are riskier or more speculative than would be the case if
the manager was paid a fixed fee. Private Funds are not registered under the
1940 Act and, consequently, are not subject to the restrictions on affiliated
transactions and other protections applicable to regulated investment companies.
The valuation of companies held by Private Funds, the securities of which are
generally unlisted and illiquid, may be very difficult and will often depend on
the subjective valuation of the managers of the Private Funds, which may prove
to be inaccurate. Inaccurate valuations of a Private Fund's portfolio holdings
may affect the Fund's net asset value calculations. Private Funds in which the
Fund invests will not borrow to increase the amount of assets available for
investment or otherwise engage in leverage.

               Below Investment Grade Securities. Although a Fund may directly
invest only in investment grade debt securities (as described in the
Prospectuses), securities held by Private Funds may be rated below investment
grade. In addition, the Fund may invest in below investment grade convertible
debt and preferred securities and 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.

               Certain of these securities may be difficult to dispose of
because there may be a thin trading market. Because there is no established
retail secondary market for many of these securities, it is anticipated 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 ability to dispose of particular
issues when necessary to meet liquidity needs or in response to a specific
economic event such as a deterioration in the creditworthiness of the issuer.
The lack of a


                                       18









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<PAGE>


liquid secondary market for certain securities also may make it more difficult
to obtain accurate market quotations for purposes of valuation and calculation
of 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 a
Fund's net asset value. Normally, medium- and lower-rated and comparable unrated
securities are not intended for short-term investment. Additional expenses may
be incurred, to the extent 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.

               Borrowing. A 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. 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.

Other Investment Limitations

               The investment limitations numbered 1 through 9 may not be
changed without the affirmative vote of the holders of a majority of each of the
Post-Venture Capital and Global Post-Venture Capital 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 a
Fund are present or represented by proxy, or (ii) more than 50% of the
outstanding shares. Investment limitations 10 through 13 may be changed by a
vote of the Board at any time.

               A 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, dollar roll
transactions that are accounted for as financings 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. For purposes of this restriction,
short sales, the entry into currency transactions, options, futures contracts,
options on futures contracts, forward commitment transactions and dollar roll
transactions that are not accounted for as financings (and the segregation of
assets in connection with any of the foregoing) shall not constitute borrowing.


                                       19









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<PAGE>


               2. Purchase any securities which would cause 25% or more of the
value of the Fund's total assets at the time of purchase to be invested in the
securities of issuers conducting their principal business activities in the same
industry; provided that there shall be no limit on the purchase of U.S.
Government Securities.

               3. 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, 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.

               4. Make loans, except that the Fund may purchase or hold
fixed-income securities, including loan participations, assignments and
structured securities, lend portfolio securities and enter into repurchase
agreements.

               5. Underwrite any securities issued by others except to the
extent that the investment in restricted securities and the sale of securities
in accordance with the Fund's investment objective, policies and limitations may
be deemed to be underwriting.

               6. Purchase or sell real estate or invest in oil, gas or mineral
exploration or development programs, except that the Fund may invest in (a)
securities secured by real estate, mortgages or interests therein and (b)
securities of companies that invest in or sponsor oil, gas or mineral
exploration or development programs.

               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 currencies, options,
futures contracts or related options 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, including those relating to securities, currencies and
indexes, and options on futures contracts, securities, currencies or indexes,
purchase and sell currencies on a forward commitment or delayed-delivery basis
and enter into stand-by commitments.

               9. Issue any senior security except as permitted in the Fund's
investment limitations.

               10. Purchase securities of other investment companies except in
connection with a merger, consolidation, acquisition, reorganization or offer of
exchange, or as otherwise permitted under the 1940 Act.

               11. Pledge, mortgage or hypothecate its assets, except to the
extent necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow in connection with the purchase of securities on a
forward commitment or delayed-delivery basis


                                       20









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<PAGE>


and collateral and initial or variation margin arrangements with respect to
currency transactions, options, futures contracts, and options on futures
contracts.

               12. 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.

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

               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 a Fund's assets will not
constitute a violation of such restriction.

Portfolio Valuation

               The Prospectuses discuss the time at which the net asset value of
a 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

                                       21









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<PAGE>


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.

               Trading in securities in certain foreign countries is completed
at various times prior to the close of business on each business day in New York
(i.e., a day on which the NYSE is open for trading). In addition, securities
trading in a particular country or countries may not take place on all business
days in New York. Furthermore, trading takes place in various foreign markets on
days which are not business days in New York and days on which a Fund's net
asset value is not calculated. As a result, calculation of the Fund's net asset
value may not take place contemporaneously with the determination of the prices
of certain portfolio securities used in such calculation. Events affecting the
values of portfolio securities that occur between the time their prices are
determined and the close of regular trading on the NYSE will not be reflected in
the Fund's calculation of net asset value unless the Board or its delegates
deems that the particular event would materially affect net asset value, in
which case an adjustment may be made. All assets and liabilities initially
expressed in foreign currency values will be converted into U.S. dollar values
at the prevailing rate as quoted by a Pricing Service. If such quotations are
not available, the rate of exchange will be determined in good faith pursuant to
consistently applied procedures established by the Board.

Portfolio Transactions

               Warburg is responsible for establishing, reviewing and, where
necessary, modifying a 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. Private Funds may be
purchased directly from the issuer or may involve a broker or placement agent.
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. Purchases
of Private Funds through a broker or placement agent will also involve a
commission or other fee. 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.

               Except for Private Funds managed by Abbott Capital Management,
L.P., each Fund's sub-investment adviser with respect to Private Funds
("Abbott"), Warburg will select


                                       22









<PAGE>
<PAGE>


specific portfolio investments and effect transactions for a 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 a Fund
are not reduced by reason of its receiving any brokerage and research services.
For the fiscal year or period ended October 31, 1996, $54,971 and $1,369 of
total brokerage commissions was paid to brokers and dealers who provided such
research and other services for the Post-Venture Capital and Global
Post-Venture Capital Funds, respectively.

               During the fiscal period or year ended October 31, 1995 and
October 31, 1996, the Post-Venture Capital Fund paid an aggregate of
approximately $2,616 and $200,468, respectively, in commissions to
broker-dealers for execution of portfolio transactions. The increase in
brokerage commissions paid in the most recent fiscal year was due to an increase
in overall assets of the Fund and increased equity investments.

               During the fiscal period ended October 31, 1996, the Global
Post-Venture Capital Fund paid an aggregate of approximately $3,819 in
commissions to broker-dealers for execution of portfolio transactions.

               Investment decisions for a Fund concerning specific portfolio
securities are made independently from those for other clients advised by
Warburg or Abbott. Such other


                                       23









<PAGE>
<PAGE>


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 or Abbott, as the
case may be, 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, securities to be sold or purchased for the Fund
may be aggregated with those to be sold or purchased for such other investment
clients in order to obtain best execution.

               Any portfolio transaction for a 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. No portfolio
transactions have been executed through Counsellors Securities since the
commencement of each Fund's operations.

               In no instance will portfolio securities be purchased from or
sold to Warburg, Abbott or Counsellors Securities or any affiliated person of
such companies. In addition, a 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.

               Transactions for a 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.

               A 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.


                                       24









<PAGE>
<PAGE>


Portfolio Turnover

               The Funds do not intend to seek profits through short-term
trading, but the rate of turnover will not be a limiting factor when a 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 a 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. The Fund's investment in special
situation companies could result in high portfolio turnover. 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.
Consequently, the annual portfolio turnover rate of the Fund may be higher than
mutual funds having a similar objective that do not invest in special situation
companies.

                             MANAGEMENT OF THE FUNDS

Officers and Board of Directors

               The names (and ages) of each 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 (62)               Director
Harvard University                   Professor at Harvard University; National
1737 Cambridge Street                Intelligence Counsel from June 1995 until
Cambridge, Massachusetts  02138      January 1997; Director or Trustee of
                                     CircuitCity Stores, Inc. (retail
                                     electronics and appliances) and Phoenix
                                     Home Life Mutual Insurance Company.

Donald J. Donahue (72)               Director
27 Signal Rd.                        Chairman of Magma Copper from December 1987
Stamford, Connecticut 06902          until December 1995; Director of Chase
                                     Brass Industries, Inc. Since December 1994;
                                     Director of Pioneer Companies, Inc.
                                     (chlor-alkali chemicals) and predecessor
                                     companies since 1990 and Vice Chairman
                                     since December 1995.
</TABLE>


                                       25









<PAGE>
<PAGE>

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

John L. Furth* (66)                  Director and Chief Executive Officer
466 Lexington Avenue                 Vice Chairman and Director of Warburg;
New York, New York 10017-3147        Associated with Warburg since 1970;
                                     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; Chairman of the Board,
                                     Municipal Fund for New York Investors, Inc.

Arnold M. Reichman* (48)             Director and President
466 Lexington Avenue                 Managing Director and Assistant Secretary
New York, New York 10017-3147        of Warburg; Associated with Warburg since
                                     1984; Senior Vice President, Secretary and
                                     Chief Operating Officer of Counsellors
                                     Securities; Officer of other investment
                                     companies advised by Warburg.

Alexander B. Trowbridge (67)         Director
1317 F Street, N.W., 5th Floor       President of Trowbridge Partners, Inc.
Washington, DC 20004                 (business consulting) from January 1990-
                                     November 1996; President of the National
                                     Association of Manufacturers from
                                     1980-1990; Director or Trustee of New
                                     England Mutual Life Insurance Co., ICOS
                                     Corporation (biopharmaceuticals), WMX
                                     Technologies Inc. (solid and hazardous
                                     waste collection and disposal), The Rouse
                                     Company (real estate development), Harris
                                     Corp. (electronics and communications
                                     equipment), The Gillette Co. (personal care
                                     products) and Sun Company Inc. (petroleum
                                     refining and marketing).
</TABLE>
- --------------------

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


                                       26









<PAGE>
<PAGE>


<TABLE>
<S>                                  <C>
Eugene L. Podsiadlo (40)             Senior Vice President
466 Lexington Avenue                 Managing Director of Warburg; Associated
New York, New York 10017-3147        with Warburg 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 (43)                 Vice President and Chief Financial Officer
466 Lexington Avenue                 Managing Director, Controller and Assistant
New York, New York  10017-3147       Secretary of Warburg; Associated with
                                     Warburg since 1984; Treasurer of
                                     Counsellors Securities; Vice
                                     President, Treasurer and Chief
                                     Accounting Officer or Vice
                                     President and Chief Financial
                                     Officer of other investment
                                     companies advised by Warburg.

Eugene P. Grace (45)                 Vice President and Secretary
466 Lexington Avenue                 Associated with Warburg 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 and Chief Compliance
                                     Officer and Assistant Secretary
                                     of Counsellors Securities; Vice
                                     President and Secretary of other
                                     investment companies advised by
                                     Warburg.

Howard Conroy (42)                   Vice President
466 Lexington Avenue                 Associated with Warburg since 1992;
New York, New York 10017-3147        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.

</TABLE>

                                       27









<PAGE>
<PAGE>


<TABLE>
<S>                                  <C>
Daniel S. Madden, CPA (31)           Treasurer and Chief Accounting Officer
466 Lexington Avenue                 Associated with Warburg since 1995;
New York, New York 10017-3147        Associated with BlackRock Financial
                                     Management, Inc. from September
                                     1994 to October 1995; Associated
                                     with BEA Associates from April
                                     1993 to September 1994;
                                     Associated with Ernst & Young
                                     LLP from 1990 to 1993; Treasurer
                                     and Chief Accounting Officer of
                                     other investment companies
                                     advised by Warburg.

Janna Manes, Esq. (29)               Assistant Secretary
466 Lexington Avenue                 Associated with Warburg since 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
<TABLE>
<CAPTION>

                                    Total             Total Compensation from
                              Compensation from       all Investment Companies
    Name of Director              the Fund`D'            Managed by Warburg*
- -------------------------    --------------------   ---------------------------
<S>                          <C>                    <C>
John L. Furth                       None**                      None**
Arnold M. Reichman                  None**                      None**
Richard N. Cooper                   $1,500                     $42,916
Donald J. Donahue                   $1,500                     $42,916
Jack W. Fritz                       $1,500                     $42,916
Thomas A. Melfe                     $1,500                     $42,916
Alexander B. Trowbridge             $1,500                     $42,916
</TABLE>


                                       28









<PAGE>
<PAGE>



- -----------------------
`D'     Amounts shown are estimates of future payments to be made in the fiscal
        year ending October 31, 1997 pursuant to existing arrangements.

*       Each Director also serves as a Director or Trustee of 23 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 February 4, 1997, none of the Directors and officers of the
Post-Venture Capital and Global Post-Venture Capital Funds as a group owned of
record any shares of the relevant Fund's outstanding Common Shares or Advisor
Shares.

               Ms. Elizabeth B. Dater, portfolio manager of the Funds, is also
co-portfolio manager of Warburg Pincus Emerging Growth Fund and the Small
Company Growth Portfolio of Warburg Pincus Trust. Ms. Dater also manages an
institutional post-venture capital fund and is the former Director of Research
for Warburg's investment management activities. Prior to joining Warburg in
1978, she was a vice president of research at Fiduciary Trust Company of New
York and an institutional sales assistant at Lehman Brothers. Ms. Dater has been
a regular panelist on Maryland Public Television's Wall Street Week with Louis
Rukeyser since 1976. Ms. Dater earned a B.A. degree from Boston University in
Massachusetts.

               Mr. Stephen J. Lurito, co-portfolio manager of the Post-Venture
Capital Fund, is also co-portfolio manager of Warburg Pincus Emerging Growth
Fund and the Small Company Growth Portfolio of Warburg Pincus Trust. Mr. Lurito,
also the research coordinator and a portfolio manager for micro-cap equity and
post-venture products, has been with Warburg since 1987. Prior to that he was a
research analyst at Sanford C. Bernstein & Company, Inc. Mr. Lurito earned a
B.A. degree from the University of Virginia and an M.B.A. from The Wharton
School, University of Pennsylvania.

               Mr. Harold W. Ehrlich is an associate portfolio manager and
research analyst of the Global Post-Venture Capital Fund. Mr. Robert S. Janis
and Christopher M. Nawn are associate portfolio managers and research analysts
of each Fund and of other Warburg Pincus Funds. Prior to joining Warburg in
February 1995, Mr. Ehrlich was a senior vice president, portfolio manager and
analyst at Templeton Investment Counsel Inc. from 1987 to 1995. He earned a
B.S.B.A. degree from the University of Florida and earned his Chartered
Financial Analyst designation in 1990. Prior to joining Warburg in October 1994,
Mr. Janis was a vice president and senior research analyst at U.S. Trust Company
of New York. He earned B.A. and M.B.A. degrees from the University of
Pennsylvania. Prior to joining Warburg in


                                       29









<PAGE>
<PAGE>


September 1994, Mr. Nawn was a senior sector analyst and portfolio manager at
the Dreyfus Corporation. He earned a B.A. degree from the Colorado College and
an M.B.A. degree from the University of Texas.

Investment Advisers and Co-Administrators

               Warburg serves as investment adviser to a Fund, Abbott serves as
sub-investment adviser to a Fund, Counsellors Funds Service, Inc. ("Counsellors
Service") serves as a co-administrator to a Fund and PFPC serves as a
co-administrator to a Fund pursuant to separate written agreements (the
"Advisory Agreement," the "Sub-Advisory Agreement," the "Counsellors Service
Co-Administration Agreement" and the "PFPC Co-Administration Agreement,"
respectively). The services provided by, and the fees payable by each Fund to
Warburg under the Advisory Agreement, Abbott under the Sub-Advisory Agreement,
Counsellors Service under the Counsellors Service Co-Administration Agreement
and PFPC under the PFPC Co-Administration Agreement are described in the
Prospectuses. Each class of shares of a 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.
These fees are calculated at an annual rate based on a percentage of the Fund's
average daily net assets. See the Prospectuses, "Management of the Funds."

Post-Venture Capital Fund
Advisory Fees earned by Warburg
(portions of fees waived, if any, are noted
in parenthesis next to the amount earned)

<TABLE>
<CAPTION>

        Fiscal period ended                      Fiscal year ended
        October 31, 1995*                        October 31, 1996
        -----------------                        ----------------
<S>                                              <C>       
        $1,756   ($1,756)                        $1,253,423  ($634,122)
</TABLE>


* Warburg also reimbursed the Fund $31,458 during the fiscal period ended
October 31, 1995.

Co-Administration Fees earned by PFPC
(portions of fees waived, if any, are noted
in parenthesis next to the amount earned)

<TABLE>
<CAPTION>
        Fiscal period ended                    Fiscal year ended
        October 31, 1995                       October 31, 1996
        ----------------                       ----------------
<S>                                       <C>      
        $140   ($140)                          $100,274  ($32,617)
</TABLE>


                                       30









<PAGE>
<PAGE>


Co-Administration Fees earned by Counsellors Service

<TABLE>
<CAPTION>
        Fiscal period ended                      Fiscal year ended
        October 31, 1995                         October 31, 1996
        ----------------                         ----------------
<S>                                              <C>     
            $140                                     $100,274
</TABLE>


Global Post-Venture Capital Fund
Advisory Fees earned by Warburg
(portions of fees waived, if any, are noted
in parenthesis next to the amount earned)

<TABLE>
<CAPTION>
        Fiscal period ended
        October 31, 1996*
        -----------------
<S>     <C>     
        $2,470  ($2,470)
</TABLE>

* Warburg also reimbursed the Fund $40,206 for the fiscal period ending
  October 31, 1995

Co-Administration Fees earned by PFPC
(portions of fees waived, if any, are noted
in parenthesis next to the amount earned)

<TABLE>
<CAPTION>
        Fiscal period ended
        October 31, 1996
        ----------------
<S>     <C>   
        $237   ($237)
</TABLE>

Co-Administration Fees earned by Counsellors Service

<TABLE>
<CAPTION>
        Fiscal period ended
        October 31, 1996
        ----------------
<S>          <C> 
             $198
</TABLE>


Custodians and Transfer Agent

                                       31









<PAGE>
<PAGE>


               PNC Bank, National Association ("PNC") and State Street Bank and
Trust Company ("State Street") serve as custodians of the Post-Venture Capital
Fund's U.S. and foreign assets, respectively, pursuant to separate custodian
agreements. PNC and Fiduciary Trust Company International ("Fiduciary") serve as
custodians of the Global Post-Venture Capital Fund's U.S. and foreign assets,
respectively, pursuant to separate custodian agreements (collectively, the
"Custodian Agreements"). Under the Custodian Agreements, PNC and State Street or
Fiduciary, as the case may be, each (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 a
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.
With the approval of the Board, State Street or Fiduciary, as the case may be,
is authorized to select one or more foreign banking institutions and foreign
securities depositories to serve as sub-custodian on behalf of the Fund. PNC is
an indirect, wholly owned subsidiary of PNC Bank Corp., and its principal
business address is 1600 Market Street, Philadelphia, Pennsylvania 19103. The
principal business address of State Street is 225 Franklin Street, Boston,
Massachusetts 02110. The principal business address of Fiduciary is Two World
Trade Center, New York, New York 10048.

               State Street Bank also acts as the shareholder servicing,
transfer and dividend disbursing agent of each 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. BFDS' principal business address is 2 Heritage
Drive, Boston, Massachusetts 02171.

Organization of the Funds

               The Post-Venture Capital Fund's charter authorizes the Board to
issue three billion full and fractional shares of common stock, $.001 par value
per share ("Common Stock"), of which one billion shares are designated Common
Shares and two billion shares are designated Advisor Shares. The Global
Post-Venture Capital Fund's charter authorizes the Board to issue three billion
full and fractional shares of common stock, $.001 par value per share, of which
two billion shares are designated Common Shares and one billion shares are
designated Advisor Shares.

               All shareholders of a Fund in each class, upon liquidation, will
participate ratably in the Fund's net assets. Shares do not have cumulative
voting rights, which means


                                       32









<PAGE>
<PAGE>


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 Funds have entered into a Shareholder
Servicing and Distribution Plan (the "12b-1 Plan"), pursuant to Rule 12b-1 under
the 1940 Act, pursuant to which a 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. During the fiscal year ended October 31, 1996, the Post-Venture
Capital Fund paid $250,579 in 12b-1 fees in connection with its Common Shares,
all of which was spent on advertising and marketing communications. During the
period commenced September 30, 1996 (commencement of operations) to October 31,
1996, the Global Post-Venture Capital Fund paid $494 in 12b-1 fees in connection
with its Common Shares, all of which was payment on advertising and marketing
communications.

               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.

               Advisor Shares. The Post-Venture Capital Fund has entered and the
Global Post-Venture Capital 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/or accounting services for their clients


                                       33









<PAGE>
<PAGE>


or customers (or participants in the case of retirement plans) ("Customers") who
are beneficial owners of Advisor Shares. See the Advisor Prospectus,
"Shareholder Servicing." Agreements will be governed by a distribution plan (the
"Distribution Plan") pursuant to Rule 12b-1 under the 1940 Act, pursuant to
which the Fund will pay in consideration for services, a fee calculated at an
annual rate of .50% of the average daily net assets of the Advisor Shares of the
Fund. 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. During the fiscal year ended
October 31, 1996, the Post-Venture Capital Fund paid $211 in 12b-1 fees in
connection with its Advisor Shares, all of which was paid to Institutions.

               An Institution with which a 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 each
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 a Board, including a majority of the Directors who are not
interested persons of a Fund and who have no direct or indirect financial
interest in the operation of the Distribution Plan or the 12b-1 Plan, as the
case may be ("Independent Directors"). Any material amendment of the
Distribution Plan or the 12b-1 Plan would require the approval of the Board in
the manner described above. The Distribution Plan or the 12b-1 Plan may not be
amended to increase materially the amount to be spent thereunder without
shareholder approval of the Advisor Shares or the Common Shares, as the case may
be. 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 Advisor Shares or the
Common Shares, as the case may be.


                                       34









<PAGE>
<PAGE>


                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

               The offering price of a 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 Prospectuses under "Net Asset Value."

               Under the 1940 Act, a 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 a 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 relevant 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 a Fund. The funds into which exchanges of Common
Shares currently can be made are listed in the Common Share Prospectus.
Exchanges may also be made between certain Warburg Pincus Advisor Funds.

               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


                                       35









<PAGE>
<PAGE>


investment decision. This privilege is available to shareholders residing in any
state in which the Common Shares or Advisor 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 a 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.

               A 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 the sum of 90% of its taxable net investment income
(for this purpose consisting of taxable net investment income and net realized
short-term capital gains) plus 90% of its net tax-exempt interest income; (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,
futures, and forward 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, forward
contracts and certain other assets 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


                                       36









<PAGE>
<PAGE>


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.

               A Fund's transactions, if any, in foreign currencies, forward
contracts, options and futures contracts (including options and forward
contracts on foreign currencies) 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 foreign
currency, forward contract, option, 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 a 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 a 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


                                       37









<PAGE>
<PAGE>


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 a 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 Passive Foreign Investment Companies

               If a Fund purchases shares in certain foreign entities classified
under the Code as "passive foreign investment companies" ("PFICs"), the Fund may
be subject to federal income tax on a portion of an "excess distribution" or
gain from the disposition of the shares, even though the income may have to be
distributed as a taxable dividend by the Fund to its shareholders. In addition,
gain on the disposition of shares in a PFIC generally is treated as ordinary
income even though the shares are capital assets in the hands of the Fund.
Certain interest charges may be imposed on either the Fund or its shareholders
with respect to any taxes arising from excess distributions or gains on the
disposition of shares in a PFIC.

               A Fund may be eligible to elect to include in its gross income
its share of earnings of a PFIC on a current basis. Generally, the election
would eliminate the interest charge and the ordinary income treatment on the
disposition of stock, but such an election may have the effect of accelerating
the recognition of income and gains by the Fund compared to a fund that did not
make the election. In addition, information required to make such an election
may not be available to the Fund.

               On April 1, 1992 proposed regulations of the Internal Revenue
Service (the "IRS") were published providing a mark-to-market election for
regulated investment companies. The IRS subsequently issued a notice indicating
that final regulations will provide


                                       38









<PAGE>
<PAGE>


that regulated investment companies may elect the mark-to-market election for
tax years ending after March 31, 1992 and before April 1, 1993. Whether and to
what extent the notice will apply to taxable years of the Fund is unclear. If a
Fund is not able to make the foregoing election, it may be able to avoid the
interest charge (but not the ordinary income treatment) on disposition of the
stock by electing, under proposed regulations, each year to mark-to-market the
stock (that is, treat it as if it were sold for fair market value). Such an
election could result in acceleration of income to the Fund. Recently proposed
legislation would codify the mark-to-market election for regulated investment
companies.

                          DETERMINATION OF PERFORMANCE

               From time to time, a Fund may quote the total return of its
Common Shares and/or Advisor Shares in advertisements or in reports and other
communications to shareholders.

Post-Venture Capital Fund
(performance figures calculated without the waiver of fees
by the Fund's service provider(s), if any, are noted in parenthesis)
<TABLE>
<CAPTION>

                                                 Period from the
                         One-year period         commencement of
                         ended October 31,       operations and ended
                         1996                    October 31, 1996
                         ----------------        ----------------
<S>                      <C>                     <C>     
Common Shares            49.95%(49.30%)          53.98%      (53.37%)
Advisor Shares           49.16%(48.97%)          53.10%      (52.84%)
</TABLE>

These figures constitute the annual average total return for the relevant period
listed. (The Fund commenced operations on September 29, 1995.)

Global Post-Venture Capital Fund
(performance figures calculated without the waiver of fees
by the Fund's service provider(s), if any, are noted in parenthesis)

<TABLE>
<CAPTION>
                            Period from the
                            commencement of
                            operations and ended
                            October 31, 1996
                            ---------------------
<S>                          <C>     
Common Shares               -1.40%     (-27.67%*)
</TABLE>

                                       39








<PAGE>
<PAGE>


<TABLE>
<S>                          <C>       
Advisor Shares              -1.50%     (-27.67%*)
</TABLE>

*Annualized.
(The Fund commenced operations on September 30, 1996.)





               These figures are 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)'pp'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. Investors should note that this performance may not be
representative of the Fund's total return over longer market cycles.

               A Fund may advertise, from time to time, comparisons of the
performance of its Common Shares and/or Advisor 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.

               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.

               The Global Post-Venture Capital Fund intends to diversify its
assets among countries, and in doing so, would expect to be able to reduce the
risk arising from economic problems affecting a single country. Warburg thus
believes that, by spreading risk throughout many diverse markets outside the
United States, the Fund will reduce its exposure to country-specific economic
problems. Warburg also believes that a diversified portfolio of international
equity securities, when combined with a similarly diversified portfolio of
domestic equity securities, tends to have a lower volatility than a portfolio
composed entirely of domestic securities. Furthermore, international equities
have been shown to reduce volatility in single


                                       40









<PAGE>
<PAGE>


asset portfolios regardless of whether the investments are in all domestic
equities or all domestic fixed-income instruments, and research indicates that
volatility can be significantly decreased when international equities are added.

               Reference may be made in advertising a class of Fund shares to
opinions of Wall Street economists and analysts regarding economic cycles and
their effects historically on the performance of small companies, both as a
class and relative to other investments. A Fund may also discuss its beta, or
volatility relative to the market, and make reference to its relative
performance in various market cycles in the United States.

                       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 each Fund. A Fund's financial statement for the
fiscal period or year ended October 31, 1996 that is incorporated by reference
in this Statement of Additional Information has been audited by Coopers &
Lybrand, whose report thereon appears elsewhere herein and has been included
herein in reliance upon the report of such firm of independent accountants given
upon their authority as experts in accounting and auditing.

               Willkie Farr & Gallagher serves as counsel for the Funds as well
as counsel to Warburg, Counsellors Service and Counsellors Securities.

                                  MISCELLANEOUS

               As of December 31, 1996, the name, address and percentage of
ownership of each person that owns of record 5% or more of the Fund's
outstanding shares where as follows:

<TABLE>
<CAPTION>
Post-Venture Capital Fund           Common Shares        Advisor Shares
- -------------------------           -------------        --------------
<S>                                    <C>               <C>
Charles Schwab & Co. Inc.              24.77%
Reinvest Account
Attn.: Mutual Funds Dept.
101 Montgomery Street
San Francisco, CA 94104-4122

Donaldson Lufkin & Jenrette                                   5.25%
  Securities
P.O. Box 2052
Jersey City, NJ  07303-2052

Nat'l Financial Svcs Corp.             12.62%
FBO Customers
P.O. Box 3908
</TABLE>


                                       41









<PAGE>
<PAGE>



<TABLE>
<S>                                  <C>                     <C>   
Church Street Station
New York, NY  10008-3908

Donald J. Smith                                               16.31%
Robert J. Smith Trustees
EM Smith Jewelers Inc.
P/S Pension Fund Trust
1334 Bridge Street
Chillicothe, OH  45601

Donald J. Smith                                                8.56%
Robert J. Smith
David E. Smith Trustees
Eugene M. Smith Revocable
  Trust
UAD 4/8/80
17 Briarcliff Drive
Chillicothe, OH  45601-1913

State Street Bank & Trust                                     40.67%
  Company
Custodian for the IRA of
Barton B. Antista
2622 Katherine Street
El Cajon, CA  92020-2036
</TABLE>

               The Post-Venture Capital Fund believes these entities are not the
beneficial owners of shares held of record by them. Mr. Lionel I. Pincus,
Chairman of the Board and Chief Executive Officer of Warburg, may be deemed to
have beneficially owned 20.35% of the Common Shares outstanding, including
shares owned by clients for which Warburg has investment discretion and by
companies that Warburg may be deemed to control. Mr. Pincus disclaims ownership
of these shares and does not intend to exercise voting rights with respect to
these shares.

<TABLE>
<CAPTION>
Global Post-Venture
Capital Fund                        Common Shares              Advisor Shares
- -------------------                 -------------              --------------
<S>                                    <C>                         <C>   
Warburg, Pincus Counsellors,           23.13%                      87.19%
  Inc.
Attn.: Stephen Distler
466 Lexington Avenue, 10th Fl
New York, NY  10017-3140

The American Numismatic                12.01%
  Society
155th Street Broadway
New York, NY  10032
</TABLE>


                                       42









<PAGE>
<PAGE>


               The Global Post-Venture Capital Fund believes these entities are
not the beneficial owners of shares held of record by them. Warburg holds these
shares as a result of limited distribution activities of the Common and Advisor
Shares since commencement of the Fund's operations. Mr. Lionel I. Pincus,
Chairman of the Board and Chief Executive Officer of Warburg, may be deemed to
have beneficially owned 26.37% of the Common and Advisor Shares outstanding,
including shares owned by clients for which Warburg has investment discretion
and by companies that Warburg may be deemed to control. Mr. Pincus disclaims
ownership of these shares and does not intend to exercise voting rights with
respect to these shares.

                              FINANCIAL STATEMENTS

               Each Fund's audited annual report dated October 31, 1996, which
either accompanies this Statement of Additional Information or has previously
been provided to the investor to whom this Statement of Additional Information
is being sent, is incorporated herein by reference. A Fund will furnish without
charge a copy of its annual report upon request by calling Warburg Pincus Funds
at (800) 927-2874.


                                       43










<PAGE>
<PAGE>


                                    APPENDIX

                             DESCRIPTION OF RATINGS

Commercial Paper Ratings

               Commercial paper rated A-1 by Standard and Poor's Ratings
Services ("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 Investor 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.

Corporate Bond Ratings

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

               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


                                       A-1









<PAGE>
<PAGE>


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. 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.


                                       A-2









<PAGE>
<PAGE>


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

               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.

               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.


                                       A-3









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               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

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