WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
--------------
YOUR VOTE IS IMPORTANT
Dear Shareholder:
The Board of Directors of Warburg, Pincus Post-Venture Capital Fund,
Inc. (the "Fund") has recently reviewed and unanimously endorsed a proposal for
the acquisition of the Fund by another Warburg Pincus Fund. Under the terms of
the proposal, Warburg, Pincus Global Post-Venture Capital Fund, Inc. (the
"Global Fund") would acquire all or substantially all of the assets and
liabilities of the Fund. We are pleased to invite you to attend a special
meeting (the "Meeting") of the shareholders of the Fund to consider the approval
of a Plan of Reorganization (the "Plan") pursuant to which the acquisition of
the Fund (the "Acquisition") would be effected.
The Fund's Board of Directors and Credit Suisse Asset Management, LLC,
the Fund's investment adviser ("CSAM"), believe that the Acquisition is in the
best interests of the Fund and its shareholders.
As noted and further described herein, although the Fund has the same
investment objective as the Global Fund, THERE ARE TWO SIGNIFICANT DIFFERENCES
IN THE WAY THE FUNDS ARE MANAGED: (I) THE GLOBAL FUND MAY INVEST WITHOUT LIMIT
IN FOREIGN SECURITIES, WHILE THE FUND'S FOREIGN INVESTMENTS ARE LIMITED TO 20%
OF ASSETS; AND (II) THE GLOBAL FUND MAY (AND CURRENTLY DOES) INVEST IN EMERGING
MARKETS, WHILE THE FUND DOES NOT. The Global Fund has the same investment
adviser, sub-investment adviser, distributor, custodian, transfer agent and
independent accountant as the Fund. In addition, CSAM has agreed to waive fees
and reimburse expenses for the two-year period beginning on the date of the
closing of the Acquisition to the extent necessary for the net expense ratio of
a class of the Global Fund to be no higher than the lower of the corresponding
class of the Fund or the Global Fund for the 30-day period ended on such date.
The closing of the Acquisition (the "Closing Date") is expected to be January
28, 2000.
If shareholders of the Fund approve the Plan, the Fund will be
liquidated upon consummation of the Acquisition. You will become a shareholder
of the Global Fund, having received shares of the same class with an aggregate
value equal to the aggregate net asset value of your investment in the Fund
immediately prior to the Acquisition. No sales or other charge will be imposed
in connection with the transaction. The transaction will, in the opinion of
counsel, be free from federal income taxes to you, the Fund and the Global Fund.
CSAM or its affiliates will bear all expenses incurred in connection with the
Acquisition.
The Meeting will be held on January 27, 2000 to consider this
transaction. We strongly invite your participation by asking you to review,
complete and return your proxy promptly.
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Detailed information about the proposed Acquisition is described in the
attached Prospectus/Proxy statement. THE BOARD OF DIRECTORS OF THE FUND HAS
UNANIMOUSLY APPROVED THE ACQUISITION AND RECOMMENDS THAT YOU VOTE TO APPROVE THE
PLAN. On behalf of the Board of Directors, I thank you for your participation as
a shareholder and urge you to please exercise your right to vote by completing,
dating and signing the enclosed proxy card(s). A self-addressed, postage-paid
envelope has been enclosed for your convenience; if you prefer, you can fax the
proxy card to D. F. King & Co., Inc., the Fund's proxy solicitor, Attn: Dominic
F. Maurillo, at (212) 269-2796. We also encourage you to vote by telephone or
through the Internet. Proxies may be voted by telephone by calling (800)
207-3158 between the hours of 9:00 a.m. and 10:00 p.m. (Eastern time) or through
the Internet using the Internet address located on your proxy card.
Voting by fax, telephone or through the Internet will reduce the time
and costs associated with the proxy solicitation. When the Fund records proxies
by telephone or through the Internet, it will use procedures designed to (i)
authenticate shareholders' identities, (ii) allow shareholders to authorize the
voting of their shares in accordance with their instructions and (iii) confirm
that their instructions have been properly recorded.
Whichever voting method you choose, please read the full text of the
proxy statement before you vote.
If you have any questions regarding the proposed Acquisition, please
feel free to call Hal Liebes, Vice President and Secretary of the Fund, at (212)
326-5454, who will be pleased to assist you.
IT IS VERY IMPORTANT THAT YOUR VOTING INSTRUCTIONS BE RECEIVED
PROMPTLY.
Sincerely,
/s/ Eugene L. Podsiadlo
Eugene L. Podsiadlo
President of the Fund
December 10, 1999
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December 10, 1999
WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
IMPORTANT NEWS FOR FUND SHAREHOLDERS
While we encourage you to read the full text of the enclosed Proxy
Statement/ Prospectus, here is a brief overview of the proposal you are being
asked to vote on.
Q & A: QUESTIONS AND ANSWERS
Q: WHAT IS HAPPENING?
A: You are being asked to vote on an Agreement and Plan of Reorganization
for the assets of Warburg, Pincus Post-Venture Capital Fund, Inc. (the
"Post-Venture Fund") to be acquired by Warburg, Pincus Global
Post-Venture Capital Fund, Inc. (the "Global Post-Venture Fund") in a
tax-free exchange of shares. If the Agreement and Plan of
Reorganization is approved and the acquisition completed, you would no
longer be a shareholder of the Post-Venture Fund, but would become a
shareholder of the Global Post-Venture Fund.
Q: WHAT ARE THE DIFFERENCES BETWEEN THE POST-VENTURE FUND AND THE GLOBAL
POST-VENTURE FUND?
A: The Post-Venture Fund has the same investment objective as the Global
Post-Venture Fund, although there are two significant differences in
the way the funds are managed: (I) THE GLOBAL POST-VENTURE FUND MAY
INVEST WITHOUT LIMIT IN FOREIGN SECURITIES, WHILE THE POST-VENTURE
FUND'S FOREIGN INVESTMENTS ARE LIMITED TO 20% OF ASSETS; AND (II) THE
GLOBAL POST-VENTURE FUND MAY (AND CURRENTLY DOES) INVEST IN EMERGING
MARKETS, WHILE THE POST-VENTURE FUND DOES NOT. The Global Post-Venture
Fund invests in at least three countries, including the United States.
However, the Global Post-Venture Fund has the same investment adviser,
sub-investment adviser, distributor, custodian, transfer agent and
accountant as the Post-Venture Fund.
Q: WILL THE FEES ASSESSED TO SHAREHOLDERS INCREASE?
A: No. Credit Suisse Asset Management, LLC, each Fund's investment adviser
("CSAM"), has agreed to maintain the total expense ratio of each class
of the Global Post-Venture Fund at the lower expense ratio of the two
Funds for a two-year period beginning on the date of the closing of the
proposed acquisition. After the two-year period, the expenses of the
Global Post-Venture Fund may increase. The closing of the proposed
acquisition is expected to be January 28, 2000.
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Q: WHAT ARE THE BENEFITS OF THE TRANSACTION?
A: The Board members of the Post-Venture Fund believe that the Global
Post-Venture Fund's ability to invest in both U.S. and foreign
securities provides the Global Post-Venture Fund with a broader
universe of permitted investments and access to post-venture capital
opportunities world-wide. The following pages give you additional
information on the proposed acquisition on which you are being asked to
vote.
Q: HOW DO THE BOARD MEMBERS OF THE POST-VENTURE FUND RECOMMEND THAT I
VOTE?
A: AFTER CAREFUL CONSIDERATION, THE BOARD MEMBERS OF THE POST-VENTURE
FUND, INCLUDING THOSE WHO ARE NOT AFFILIATED WITH THE POST-VENTURE FUND
OR CSAM, RECOMMEND THAT YOU VOTE FOR THE PROPOSED ACQUISITION ON THE
ENCLOSED PROXY CARD.
Q: WHOM DO I CALL FOR MORE INFORMATION?
A: Please call D.F. King & Co., Inc., the Post-Venture Fund's information
agent, at 1-800-207-3158.
Q: HOW CAN I VOTE MY SHARES?
A: Please choose one of the following options to vote your shares:
o By mail, with the enclosed proxy card;
o By telephone, with a toll-free call to D.F. King & Co., Inc. at
1-800-207-3158 between 9:00 a.m. and 10:00 p.m. (Eastern time);
o By faxing the enclosed proxy card to D.F. King & Co., Inc., Attn:
Dominic F. Maurillo, at (212) 269-2796;
o Through the Internet, by using the Internet address located on
your proxy card and following the instructions on the site; or
o In person at the meeting.
Q: WILL THE POST-VENTURE FUND PAY FOR THIS PROXY SOLICITATION?
A: No. CSAM will bear these costs.
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WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3147
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 27, 2000
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of
Warburg, Pincus Post-Venture Capital Fund, Inc. (the "Fund") will be held at the
offices of the Fund, 466 Lexington Avenue, New York, New York 10017-3147 on
January 27, 2000, commencing at 3:00 p.m. for the following purposes:
1. To approve the Agreement and Plan of Reorganization dated as of
December 1, 1999 (the "Plan") providing that (i) the Fund would
transfer to Warburg Pincus Global Post-Venture Capital Fund, Inc.
(the "Global Fund") all or substantially all of its assets in
exchange for shares of the Global Fund and the assumption by the
Global Fund of the Fund's liabilities, (ii) such shares of the
Global Fund would be distributed to shareholders of the Fund in
liquidation of the Fund, and (iii) the Fund would subsequently be
terminated.
2. To transact such other business as may properly come before the
Meeting or any adjournment or adjournments thereof.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF THE FUND VOTE TO APPROVE THE PLAN.
The Board of Directors of the Fund has fixed the close of business on November
16, 1999 as the record date for the determination of shareholders of the Fund
entitled to notice of and to vote at the Meeting and any adjournment or
adjournments thereof. As a convenience to shareholders, you can now vote in any
one of five ways:
o By mail, with the enclosed proxy card(s);
o By telephone, with a toll-free call to the telephone number that
appears on your proxy card or, if no toll-free telephone number
appears on your proxy card, to D. F. King & Co., Inc., the Fund's
proxy solicitor, at (800) 207-3158;
o By faxing the enclosed proxy card to D.F. King &Co., Inc., Attn:
Dominic F. Maurillo, at (212) 269-2796;
o Through the Internet, by using the Internet address located on
your proxy card and following the instructions on the site; or
o In person at the meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
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SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE URGED
TO (A) SIGN AND RETURN WITHOUT DELAY THE ENCLOSED PROXY CARD(S) IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, (B) VOTE BY
TELEPHONE WITH A TOLL-FREE CALL TO (800) 207-3158, (C) VOTE THROUGH THE INTERNET
USING THE ADDRESS LOCATED ON THE PROXY CARD OR (D) FAX THE ENCLOSED PROXY
CARD(S) TO D. F. KING & CO., INC. AT (212) 269-2796, SO THAT THEIR SHARES MAY BE
REPRESENTED AT THE MEETING. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXY CARDS
ARE SET FORTH ON THE FOLLOWING PAGE. PROXIES MAY BE REVOKED AT ANY TIME BEFORE
THEY ARE EXERCISED BY THE SUBSEQUENT EXECUTION AND SUBMISSION OF A REVISED
PROXY, BY GIVING WRITTEN NOTICE OF REVOCATION TO THE FUND AT ANY TIME BEFORE THE
PROXY IS EXERCISED OR BY VOTING IN PERSON AT THE MEETING.
By Order of the Board of Directors,
/s/ Hal Liebes
Hal Liebes
Vice President and Secretary
December 10, 1999
YOUR PROMPT ATTENTION TO THE ENCLOSED PROXY WILL
HELP TO AVOID THE EXPENSE OF FURTHER SOLICITATION.
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on
the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signatures
------------ ----------------
Corporate Accounts
(1) ABC Corp......................... ABC Corp.
(2) ABC Corp......................... John Doe, Treasurer
(3) ABC Corp.........................
c/o John Doe, Treasurer......... John Doe
(4) ABC Corp. Profit Sharing Plan.... John Doe, Trustee
Trust Accounts
(1) ABC Trust........................ Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78.................. Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA... John B. Smith
(2) John B. Smith.................... John B. Smith, Jr., Executor
v
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vi
<PAGE>
PROSPECTUS/PROXY STATEMENT
DECEMBER 10, 1999
ACQUISITION OF THE ASSETS OF
WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
800-WARBURG
BY AND IN EXCHANGE FOR SHARES OF
WARBURG, PINCUS GLOBAL POST-VENTURE CAPITAL FUND, INC.
466 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
800-WARBURG
This Prospectus/Proxy Statement is being furnished to shareholders of
Warburg, Pincus Post-Venture Capital Fund, Inc., an open-end, diversified
management investment company organized as a Maryland corporation (the "Fund"),
in connection with a proposed agreement and plan of reorganization (the "Plan")
to be submitted to shareholders of the Fund for consideration at a Special
Meeting of Shareholders to be held on January 27, 2000 at 3:00 p.m. (the
"Meeting"), at the offices of the Fund located at 466 Lexington Avenue, New
York, New York 10017, or any adjournment(s) thereof. Pursuant to the Plan, the
Fund would transfer to Warburg, Pincus Global Post-Venture Capital Fund, Inc.,
an open-end, diversified management investment company organized as a Maryland
corporation (the "Global Fund" and, together with the Fund, the "Funds"), all or
substantially all of its assets in exchange for shares of the Global Fund and
the assumption by the Global Fund of the Fund's liabilities; such shares of the
Global Fund would be distributed to shareholders of the Fund in liquidation of
the Fund; and the Fund would subsequently be terminated (hereinafter
collectively referred to as the "Acquisition").
As noted and further described herein, although the Fund has the same
investment objective as the Global Fund (i.e., long-term growth of capital),
THERE ARE TWO SIGNIFICANT DIFFERENCES IN THE WAY THE FUNDS ARE MANAGED: (I) THE
GLOBAL FUND MAY INVEST WITHOUT LIMIT IN FOREIGN SECURITIES, WHILE THE FUND'S
FOREIGN INVESTMENTS ARE LIMITED TO 20% OF ASSETS; AND (II) THE GLOBAL FUND MAY
(AND CURRENTLY DOES) INVEST IN EMERGING MARKETS, WHILE THE FUND DOES NOT. The
other investment policies of the Global Fund are substantially similar to those
of the Fund except for differences described under "Comparison of Investment
Objectives and Policies" in this Prospectus/Proxy Statement. The investment
adviser, sub-investment adviser, distributor, custodian, transfer agent and
independent accountant for the Global Fund are also the same as those of the
Fund.
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As a result of the proposed Acquisition, each shareholder of a class of
shares of the Fund will receive that number of shares of the same class of the
Global Fund having an aggregate net asset value equal to the aggregate value of
such shareholder's shares of the Fund immediately prior to the Acquisition. All
expenses of the Acquisition will be borne by CSAM or its affiliates. No sales or
other charge will be imposed on the shares of the Global Fund received by the
shareholders of the Fund. This transaction is structured to be tax-free for
federal income tax purposes to shareholders of the Fund and to each of the Fund
and the Global Fund.
This Prospectus/Proxy Statement, which should be retained for future
reference, sets forth concisely the information about the Global Fund that a
prospective investor should know before voting. This Prospectus/Proxy Statement
is expected to first be sent to shareholders on or about December 13, 1999. A
Statement of Additional Information dated December 10, 1999, relating to this
Prospectus/Proxy Statement and the Acquisition, has been filed with the
Securities and Exchange Commission (the "SEC") and is incorporated by reference
into this Prospectus/Proxy Statement. A copy of such Statement of Additional
Information is available upon oral or written request and without charge by
writing to the Global Fund at the address listed on the cover page of this
Prospectus/Proxy Statement or by calling 800-WARBURG.
The following documents, which have been filed with the SEC, are
incorporated herein in their entirety by reference.
1. The current Prospectus of each class of shares offered by the Global
Fund, dated February 22, 1999, as revised July 6, 1999. The Global Fund
Prospectuses relating to each class of shares of the Global Fund held
by a shareholder accompanies this Prospectus/Proxy Statement.
2. The current Prospectus of each class of shares offered by the Fund,
each dated February 16, 1999, as revised July 6, 1999. These
Prospectuses may be obtained without charge by writing to the address
on the cover page of this Prospectus/Proxy Statement or by calling
800-WARBURG.
3. The Annual Report for the fiscal year ended October 31, 1998 and the
Semiannual Report for the six-month period ended April 30, 1999 of each
of the Fund and the Global Fund.
Accompanying this Prospectus/Proxy Statement as Exhibit A is a copy of
the Agreement and Plan of Reorganization (the "Plan") for the proposed
Acquisition.
2
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS/PROXY STATEMENT
AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE FUNDS.
3
<PAGE>
TABLE OF CONTENTS
PAGE
ADDITIONAL MATERIALS......................................................... 5
SUMMARY...................................................................... 6
RISK FACTORS................................................................. 8
REASONS FOR THE ACQUISITION.................................................. 9
FEE TABLE.................................................................... 11
INFORMATION ABOUT THE ACQUISITION............................................ 13
TOTAL RETURNS................................................................ 16
SHARE OWNERSHIP OF THE FUNDS................................................. 17
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES............................. 19
MANAGEMENT OF EACH FUND...................................................... 24
INTEREST OF CSAM IN THE ACQUISITION.......................................... 25
INFORMATION ON SHAREHOLDERS' RIGHTS.......................................... 25
ADDITIONAL INFORMATION....................................................... 27
VOTING INFORMATION........................................................... 27
OTHER BUSINESS............................................................... 29
FINANCIAL STATEMENTS AND EXPERTS............................................. 29
LEGAL MATTERS................................................................ 29
EXHIBIT A: AGREEMENT AND PLAN OF REORGANIZATION.............................A-1
4
<PAGE>
ADDITIONAL MATERIALS
The following additional materials, which have been incorporated by reference
into the Statement of Additional Information dated December 10, 1999 relating to
this Prospectus/Proxy Statement and the Acquisition, will be sent to all
shareholders of the Fund requesting a copy of such Statement of Additional
Information.
1. The current Statement of Additional Information for the Global Fund,
dated February 22, 1999, as revised December 10, 1999.
2. The current Statement of Additional Information for the Fund, dated
February 16, 1999, as revised July 6, 1999.
5
<PAGE>
SUMMARY
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
ADDITIONAL INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS/PROXY STATEMENT,
THE PLAN (A COPY OF WHICH IS ATTACHED TO THIS PROSPECTUS/PROXY STATEMENT AS
EXHIBIT A), THE PROSPECTUSES OF THE FUND, THE STATEMENT OF ADDITIONAL
INFORMATION OF THE FUND, THE PROSPECTUSES OF THE GLOBAL FUND AND THE STATEMENT
OF ADDITIONAL INFORMATION OF THE GLOBAL FUND.
PROPOSED ACQUISITION. The Plan provides for the acquisition of all or
substantially all of the assets and liabilities of the Fund by the Global Fund
in exchange for shares of the Global Fund. The Plan also calls for the
distribution of shares of the Global Fund to the Fund's shareholders in
liquidation of the Fund. As a result of the Acquisition, each shareholder of a
class of shares of the Fund will become the owner of that number of full and
fractional shares of the same class of the Global Fund having an aggregate net
asset value equal to the aggregate value of the shareholder's shares of the Fund
as of the close of business on the date that the Fund's assets are exchanged for
shares of the Global Fund. See "Information About the Acquisition -- Plan of
Reorganization."
For the reasons set forth below under "Reasons for the Acquisition,"
the Board of Directors of the Fund, including the Directors of the Fund who are
not "interested persons" (the "Independent Directors"), as that term is defined
in the Investment Company Act of 1940, as amended (the "1940 Act"), has
unanimously concluded that the Acquisition would be in the best interests of the
shareholders of the Fund and that the interests of the Fund's existing
shareholders will not be diluted as a result of the transaction contemplated by
the Acquisition. The Board therefore has submitted the Plan for approval by the
Fund's shareholders. The Board of Directors of the Global Fund has also reached
similar conclusions and approved the Acquisition with respect to the Global
Fund.
Approval of the Acquisition of the Fund will require the affirmative
vote of the holders of a majority of the Fund's outstanding shares. See "Voting
Information." In the event that the Plan is not approved by shareholders of the
Fund, the Board will consider other possible courses of action available to it,
including resubmitting the Acquisition proposal to shareholders.
TAX CONSEQUENCES. Prior to completion of the Acquisition, the Fund and
the Global Fund will have received an opinion of counsel that, upon the closing
of the Acquisition and the transfer of the assets of the Fund, no gain or loss
will be recognized by the Fund or its shareholders for federal income tax
purposes. The holding period and aggregate tax basis of the Global Fund shares
received by a Fund shareholder will be the same as the holding period and
aggregate tax basis of the shares of the Fund previously held by such
shareholder. In addition, the holding period and tax basis of the assets of the
Fund in the hands of the Global
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Fund as a result of the Acquisition will be the same as in the hands of the Fund
immediately prior to the Acquisition.
INVESTMENT OBJECTIVES AND POLICIES. As noted and further described
herein, although the Fund has the same investment objective as the Global Fund
(i.e., long-term growth of capital), THERE ARE TWO SIGNIFICANT DIFFERENCES IN
THE WAY THE FUNDS ARE MANAGED: (I) THE GLOBAL FUND MAY INVEST WITHOUT LIMIT IN
FOREIGN SECURITIES, WHILE THE FUND'S FOREIGN INVESTMENTS ARE LIMITED TO 20% OF
ASSETS; AND (II) THE GLOBAL FUND MAY (AND CURRENTLY DOES) INVEST IN EMERGING
MARKETS, WHILE THE FUND DOES NOT. Also, whereas the Global Fund may, but is not
expected to, invest in swaps, the Fund may not. The other investment policies of
the Global Fund are substantially similar to those of the Fund except for
differences described under "Comparison of Investment Objectives and Policies"
in this Prospectus/Proxy Statement.
PURCHASE AND REDEMPTION PROCEDURES. The purchase and redemption
procedures available to shareholders of the Global Fund are identical to those
available to shareholders of the Fund. Purchases of shares of each Fund may be
made by mail or, with advance arrangements, by wire. Shares of the Funds are
sold at net asset value per share and without an initial sales charge. Common
Shares of each Fund are subject to a 12b-1 fee of .25% per annum. Advisor Shares
of each Fund are subject to a 12b-1 fee of up to .75% per annum (currently
.50%).
EXCHANGE PRIVILEGES. The exchange privileges available to shareholders
of the Global Fund are identical to those available to shareholders of the Fund.
Shareholders of each Fund may exchange at net asset value all or a portion of
their shares for shares of the same class of other mutual funds in the Warburg
Pincus family of funds (each, a "Warburg Pincus Fund") at their respective net
asset values. Shareholders may thus not effect exchanges between one class of
shares (e.g., Common Shares) of a Warburg Pincus Fund and any other class of
shares (e.g., Advisor Shares) of any other Warburg Pincus Fund. Exchanges may be
effected by mail or by telephone. Exchanges will be effected without a sales
charge but must satisfy the minimum dollar amount necessary for new purchases in
the fund in which shares are being purchased. Each Fund may refuse exchange
purchases at any time without prior notice.
The exchange privilege is available to shareholders residing in any
state in which the relevant Fund's 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. No initial sales charge
is imposed on the shares being acquired in an exchange. See the Shareholder
Guide which accompanies the Prospectuses of the Global Fund.
DIVIDENDS. The Global Fund and the Fund each distribute substantially
all of their respective net investment income and net realized capital gains, if
any, to their respective shareholders. All distributions are reinvested in the
form of additional full and fractional shares of the relevant Fund unless a
shareholder elects
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otherwise. Each Fund declares and pays dividends, if any, from net investment
income annually. Net realized capital gains (including net short-term capital
gains), if any, of each Fund will be distributed at least annually. See "About
Your Account -- Distributions" in the accompanying Prospectuses of the Global
Fund.
SHAREHOLDER VOTING RIGHTS. The Global Fund and the Fund are each
registered with the SEC as open-end, diversified management investment
companies. Each Fund is a Maryland corporation, each having a Board of
Directors. Shareholders of each Fund have similar voting rights. Neither Fund
holds a meeting of shareholders annually, except as required by the 1940 Act or
other applicable law. Each Fund's By-Laws provide that a special meeting of
shareholders will be called at the written request of shareholders entitled to
cast at least ten percent of the votes entitled to be cast at the meeting, upon
payment by such shareholders of the reasonably estimated cost of preparing and
mailing a notice of the meeting, provided, however, that the matter to be
considered at such special meeting of shareholders is not substantially the same
as a matter voted on at a special meeting of shareholders held during the
preceding 12 months. To the extent required by law, each Fund will assist in
shareholder communication in such matters. The presence of one-third of the
shareholders of the relevant Fund at a shareholder meeting will constitute a
quorum.
In addition, under the laws of the State of Maryland, shareholders of
either the Global Fund or the Fund do not have appraisal rights in connection
with a combination or acquisition of the assets of the relevant Fund by another
entity. Shareholders of the Fund may, however, redeem their shares at net asset
value prior to the date of the Acquisition (subject only to certain restrictions
set forth in the 1940 Act). See "Information on Shareholders' Rights -- Voting
Rights."
RISK FACTORS
Although the investment objectives of the Global Fund and the Fund
(i.e., long-term growth of capital) are identical and certain other investment
policies and restrictions of the Global Fund are substantially similar to those
of the Fund, there are two significant differences in the way the funds are
managed relating to the Global Fund's investments in foreign securities and in
emerging markets. Whereas the principal risk factors affecting the Fund are
market risk and the risks associated with (i) start-up and other small companies
and (ii) special situation companies, the principal risk factors affecting the
Global Fund are market risk and the risks associated with (a) foreign
securities, (b) start-up and other small companies and (c) special situation
companies. Also, whereas the Global Fund may, but is not expected to, invest in
swaps, the Fund may not. See the accompanying Prospectuses of the Global Fund
for a complete discussion of the risks of investing in that Fund.
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REASONS FOR THE ACQUISITION
The Board of Directors of the Fund has determined that it is in the
best interest of the Fund to effect the Acquisition. In reaching this
conclusion, the Board considered a number of factors, including the following:
1. the Acquisition may increase economic and other efficiencies of the
Funds and may potentially result in higher annual total returns for
Fund shareholders as the ability of the Global Fund to invest in
foreign securities without limit and in emerging markets provides CSAM
with (i) greater management flexibility, (ii) a broader universe of
permitted investments, recognizing that venture capital investing has
expanded well beyond the United States since the Fund was launched in
1995, and (iii) the ability to take more meaningful positions in
investments deemed attractive given the combined assets of the Funds;
2. the Acquisition would result in a larger fund with access to more
portfolio securities, thereby enhancing portfolio choices and making
greater diversification possible;
3. the terms and conditions of the Acquisition;
4. that the investment adviser, sub-investment adviser, distributor,
custodian, transfer agent and accountant for the Global Fund are the
same as those of the Fund;
5. the federal tax consequences of the Acquisition to the Fund, the Global
Fund and the shareholders of each Fund, and that a legal opinion will
be rendered that no recognition of income, gain or loss for federal
income tax purposes will occur as a result of the Acquisition to any of
them;
6. that the interests of shareholders of the Fund will not be diluted as a
result of the Acquisition;
7. CSAM has agreed to waive fees and reimburse expenses for the two-year
period beginning on the date of the closing of the Acquisition to the
extent necessary for the net expense ratio of a class of the Global
Fund to be no higher than the lower of the corresponding class of the
Fund or the Global Fund for the 30-day period ended on such date;
8. that the expenses of the Acquisition will be borne by CSAM or its
affiliates; and
9. that no sales or other charge will be imposed in connection with the
Acquisition.
In light of the foregoing, the Board of Directors of the Fund, including the
Independent Directors, has determined that it is in the best interests of the
Fund and its shareholders to effect the Acquisition. The Board of Directors of
the Fund
9
<PAGE>
has also determined that the Acquisition would not result in a dilution
of the interests of the Fund's shareholders.
The Board of Directors of the Global Fund has also determined that it is
advantageous to the Global Fund to effect the Acquisition. Each Fund's Board of
Directors considered, among other things, the terms and conditions of the
Acquisition and representations that the Acquisition would be effected as a
tax-free reorganization. Accordingly, the Board of Directors of the Global Fund,
including a majority of the Independent Directors, has determined that the
Acquisition is in the best interests of the Global Fund's shareholders and that
the interests of the Global Fund's shareholders would not be diluted as a result
of the Acquisition.
10
<PAGE>
FEE TABLE
Following are two tables showing current costs and expenses of each
class of outstanding shares of the Fund and the costs and expenses of the
corresponding class of the Global Fund after giving effect to the Acquisition.
The Global Fund's total expense ratio may increase after the two-year period
during which CSAM has agreed to waive fees and reimburse expenses. The table
does not reflect charges that institutions and financial intermediaries may
impose on their customers.
================================================================================
COMMON SHARES* FUND GLOBAL FUND PRO FORMA
- --------------------------------------------------------------------------------
Shareholder Transaction Expenses:
Maximum sales charge imposed
on purchases (as a percentage
of offering price)................ None None None
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses
(expenses that are deducted from
fund assets)
Management fees................... 1.25% 1.25% 1.25%
12b-1 fees........................ .25% .25% .25%
Other expenses.................... .61% 2.38% .65%
- --------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES**.............. 2.11% 3.88% 2.15%
================================================================================
================================================================================
ADVISOR SHARES* FUND GLOBAL FUND PRO FORMA
- --------------------------------------------------------------------------------
Shareholder Transaction Expenses:
Maximum sales charge imposed
on purchases (as a percentage of
offering price)................... None None None
- --------------------------------------------------------------------------------
Annual Fund Operating Expenses
(expenses that are deducted from
fund assets)
Management fees................... 1.25% 1.25% 1.25%
12b-1 fees........................ .50% .50% .50%
Other expenses....................... .61% 2.38% .65%
- --------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES**.............. 2.36% 4.13% 2.40%
================================================================================
- --------------
* Fee waivers and expense reimbursements or credits reduced expenses for the
Funds during the eleven-month period ended September 30, 1999 but may be
discontinued at any time. Actual fees and expenses for such period are shown
below, and are annualized:
COMMON SHARES
AFTER FEE WAIVERS AND
REIMBURSEMENTS FUND GLOBAL FUND PRO FORMA
Management fees .82% .00% .75%
12b-1 fees .25% .25% .25%
Other expenses .58% 1.40% .65%
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.65% 1.65% 1.65%
11
<PAGE>
ADVISOR SHARES
AFTER FEE WAIVERS AND
REIMBURSEMENTS FUND GLOBAL FUND PRO FORMA
Management fees .82% .00% .75%
12b-1 fees .50% .50% .50%
Other expenses .58% 1.40% .65%
TOTAL ANNUAL FUND
OPERATING EXPENSES 1.90% 1.90% 1.90%
** CSAM has agreed to waive fees and reimburse expenses for the two-year period
beginning on the date of the closing of the Acquisition to the extent
necessary for the net expense ratio of a class of the Global Fund to be no
higher than the lower of the corresponding class of the Fund or the Global
Fund for the 30-day period ended on such date.
EXAMPLES
The following examples are intended to assist an investor in
understanding the various costs that an investor in each Fund will bear directly
or indirectly. The examples assume payment of operating expenses at the levels
set forth in the first two tables above (i.e., before fee waivers and expense
reimbursements and credits). The examples also assume that all dividends and
distributions are reinvested.
================================================================================
ASSUME YOU INVEST $10,000, EACH 1 YEAR 3 YEARS 5 YEARS 10 YEARS
FUND RETURNS 5% ANNUALLY AND YOU
CLOSE YOUR ACCOUNT AT THE END OF
EACH OF THE TIME PERIODS SHOWN.
BASED ON THESE ASSUMPTIONS,
YOUR COST WOULD BE:
- --------------------------------------------------------------------------------
Common Shares
Fund............................. $214 $661 $1,134 $2,441
Global Fund...................... $390 $1,184 $1,995 $4,104
Pro Forma........................ $218 $ 673 $1,154 $2,483
Advisor Shares
Fund............................. $239 $736 $1,260 $2,696
Global Fund...................... $415 $1,255 $2,110 $4,314
Pro Forma........................ $243 $748 $1,280 $2,736
================================================================================
The examples provide a means for an investor to compare expense levels of funds
with different fee structures over varying investment periods. To facilitate
such comparison, all funds are required to utilize a 5.00% annual return
assumption. However, each Fund's actual return will vary and may be greater or
less than 5.00%. These examples should not be considered representations of past
or future expenses and actual expenses may be greater or less than those shown.
12
<PAGE>
INFORMATION ABOUT THE ACQUISITION
AGREEMENT AND PLAN OF REORGANIZATION. The following summary of the Plan
is qualified in its entirety by reference to the Plan (Exhibit A hereto). The
Plan provides that the Global Fund will acquire all or substantially all of the
assets of the Fund in exchange for shares of the Global Fund and the assumption
by the Global Fund of the liabilities of the Fund on the Closing Date. The
Closing Date is expected to be January 28, 2000.
Prior to the Closing Date, the Fund will endeavor to discharge all of
its known liabilities and obligations. The Global Fund shall assume all
liabilities, expenses, costs, charges and reserves reflected on an unaudited
statement of assets and liabilities of the Fund as of the close of regular
trading on The New York Stock Exchange, Inc., currently 4:00 p.m. New York City
time, on the Closing Date, in accordance with generally accepted accounting
principles consistently applied from the prior audited period. The Global Fund
shall also assume any liabilities of the Fund arising from the operations and/or
transactions of the Fund prior to and including the Closing Date. The net asset
value per share of each class of each Fund will be calculated by determining the
total assets attributable to such class, subtracting the relevant class' pro
rata share of the actual and accrued liabilities of a Fund and the liabilities
specifically allocated to that class of shares, and dividing the result by the
total number of outstanding shares of the relevant class. Each Fund will utilize
the procedures set forth in their respective current Prospectuses or Statements
of Additional Information to determine the value of their respective portfolio
securities and to determine the aggregate value of each Fund's portfolio.
On or as soon after the Closing Date as conveniently practicable, the
Fund will liquidate and distribute pro rata to shareholders of record as of the
close of business on the Closing Date the shares of the same class of the Global
Fund received by the Fund. Such liquidation and distribution will be
accomplished by the establishment of accounts in the names of the Fund's
shareholders on the share records of the Global Fund's transfer agent. Each
account will represent the number of shares of the relevant class of shares of
the Global Fund due to each of the Fund's shareholders calculated in accordance
with the Plan. After such distribution and the winding up of its affairs, the
Fund will terminate as a management investment company and dissolve as a
Maryland corporation.
The consummation of the Acquisition is subject to the conditions set
forth in the Plan. Notwithstanding approval by the shareholders of the Fund, the
Plan may be terminated at any time at or prior to the Closing Date: (i) by
mutual agreement of the Fund and the Global Fund; (ii) by the Fund in the event
the Global Fund shall, or by the Global Fund, in the event the Fund shall,
materially breach any representation, warranty or agreement contained in the
Plan to be performed at or prior to the Closing Date; or (iii) if a condition to
the Plan expressed to be precedent to the obligations of the terminating party
has not been met and it reasonably appears that it will not or cannot be met
within a reasonable time.
13
<PAGE>
Pursuant to the Plan, the Global Fund has agreed to indemnify and
advance expenses to each Director or officer of the Fund against money damages
incurred in connection with any claim arising out of such person's services as a
Director or officer with respect to matters specifically relating to the Fund.
Approval of the Plan with respect to the Fund will require the
affirmative vote of a majority of the Fund's outstanding shares in the aggregate
without regard to class, in person or by proxy, if a quorum is present.
Shareholders of the Fund are entitled to one vote for each share. If the
Acquisition is not approved by shareholders of the Fund, the Board of Directors
of the Fund will consider other possible courses of action available to it,
including resubmitting the Acquisition proposal to shareholders.
If the Plan is approved, the Global Fund intends to invest at least 35%
of the combined assets of the Funds in non-U.S. companies within three months
after the closing of the Acquisition to minimize market impact (absent
unanticipated market conditions arising after such date).
DESCRIPTION OF THE GLOBAL FUND SHARES. Shares of the Global Fund will
be issued to the Fund in accordance with the procedures detailed in the Plan and
as described in the Global Fund's Prospectuses. The Global Fund, like the Fund,
will not issue share certificates to its shareholders. See "Information on
Shareholders' Rights" and the Prospectuses of the Global Fund for additional
information with respect to the shares of the Global Fund.
The Global Fund has authorized and currently offers, two classes of
common stock, called Common Shares and Advisor Shares. The Global Fund intends
to continuously offer Common Shares and Advisor Shares after the Acquisition.
Individual investors are only able to purchase Advisor Shares through
financial-services firms such as banks, brokers and financial advisors. Shares
of each class of the Global Fund represent equal pro rata interests in the
Global Fund and accrue dividends and calculate net asset value and performance
quotations in the same manner. Because of the higher 12b-1 fees to be paid by
the Advisor Shares, the total return on the Advisor Shares can be expected to be
lower than the total return on the Common Shares.
FEDERAL INCOME TAX CONSEQUENCES. The exchange of assets of the Fund for
shares of the Global Fund, followed by the distribution of these shares, is
intended to qualify for federal income tax purposes as a tax-free reorganization
under Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"). As a condition to the closing of the Acquisition, the Global Fund and
the Fund will receive an opinion from Willkie Farr & Gallagher, counsel to each
Fund, to the effect that, on the basis of the existing provisions of the Code,
U.S. Treasury regulations issued thereunder, current administrative rules,
pronouncements and court decisions, for federal income tax purposes, upon
consummation of the Acquisition:
(1) the transfer of all or substantially all of the Fund's assets in
exchange for the Global Fund shares and the assumption by the Global
Fund of
14
<PAGE>
liabilities of the Fund, and the distribution of the Global Fund shares
to the shareholders of the Fund in exchange for their shares of the
Fund, will constitute a "reorganization" within the meaning of Section
368(a) of the Code, and the Global Fund and the Fund will each be a
"party to a reorganization" within the meaning of Section 368(b) of the
Code;
(2) no gain or loss will be recognized by the Global Fund upon the receipt
of the assets of the Fund solely in exchange for the Global Fund shares
and the assumption by the Global Fund of liabilities of the Fund;
(3) no gain or loss will be recognized by the Fund upon the transfer of the
Fund's assets to the Global Fund in exchange for the Global Fund shares
and the assumption by the Global Fund of liabilities of the Fund or
upon the distribution of the Global Fund shares to the Fund's
shareholders;
(4) no gain or loss will be recognized by shareholders of the Fund upon the
exchange of their shares for Global Fund shares or upon the assumption
by the Global Fund of liabilities of the Fund;
(5) the aggregate tax basis of the Global Fund shares received by each
shareholder of the Fund pursuant to the Acquisition will be the same as
the aggregate tax basis of shares of the Fund held by such shareholder
immediately prior to the Acquisition, and the holding period of Global
Fund shares to be received by each shareholder of the Fund will include
the period during which shares of the Fund exchanged therefor were held
by such shareholder (provided shares of the Fund were held as capital
assets on the date of the Acquisition); and
(6) the tax basis of the Fund's assets acquired by the Global Fund will be
the same as the tax basis of such assets to the Fund immediately prior
to the Acquisition, and the holding period of the assets of the Fund in
the hands of the Global Fund will include the period during which those
assets were held by the Fund.
Shareholders of the Fund should consult their tax advisors regarding
the effect, if any, of the proposed Acquisition in light of their individual
circumstances. Since the foregoing discussion only relates to the federal income
tax consequences of the Acquisition, shareholders of the Fund should also
consult their tax advisors as to state and local tax consequences, if any, of
the Acquisition.
15
<PAGE>
CAPITALIZATION. The following table shows the capitalization of each Fund as of
September 30, 1999 and the capitalization of the Global Fund on a pro forma
basis as of the Closing Date, after giving effect to the Acquisition.(1)
<TABLE>
<CAPTION>
GLOBAL PRO FORMA PRO FORMA
FUND FUND ADJUSTMENTS(2) COMBINED
<S> <C> <C> <C> <C>
Net Assets - Fund Level 54,479,413 8,186,787 (13,595,194) 49,071,006
Common 51,970,557 8,134,832 (13,039,636) 47,065,753
Advisor 2,508,856 51,955 (555,558) 2,005,253
Net Asset Value Per Share(3)
Common 20.35 18.65 -- 18.65
Advisor 20.04 18.50 -- 18.50
Shares Outstanding(4)
Common 2,553,238.941 436,174.242 (465,780.314) 2,523,632.869
Advisor 125,205.661 2,808.157 (19,621.776) 108,392.042
</TABLE>
- --------------
(1) Assumes the Acquisition had been consummated on September 30, 1999 and
is for information purposes only. No assurance can be given as to how
many Global Fund shares will be received by shareholders of the Fund
on the date the Acquisition takes place, and the foregoing should not
be relied upon to reflect the number of Global Fund shares that
actually will be received on or after such date.
(2) Assumes pro forma capital gains distributions, without any
reinvestment, of $13,595,194 for the Fund. This number is an estimate
and is subject to change.
(3) Net asset value per share after pro forma capital gains distributions,
assuming no reinvestment.
(4) Assumes the pro forma issuance of 2,087,458.627 Common Shares and
105,583.885 Advisor Shares of the Global Fund in exchange for the net
assets of the corresponding class of the Fund. The number of Global
Fund shares issued was based on the pro forma net asset value of each
class of each Fund on September 30, 1999.
TOTAL RETURNS
Total return is a measure of the change in value of an investment in a
fund over the period covered, which assumes that any dividends or capital gains
distributions are automatically reinvested in shares of the fund rather than
paid to the investor in cash. The formula for total return used by a fund is
prescribed by the SEC and includes three steps: (1) adding to the total number
of shares of the fund that would be purchased by a hypothetical $1,000
investment in the fund all additional shares that would have been purchased if
all dividends and distributions paid or distributed during the period had been
automatically reinvested; (2) calculating the redeemable value of the
hypothetical initial investment as of the end of the period by multiplying the
total number of shares owned at the end of the period by the net asset value per
share on the last trading day of the period; and (3) dividing this account value
for the hypothetical investor by the amount of the initial investment, and
annualizing the result for periods of less than one year. Total return may be
stated with or without giving effect to any expense limitations in effect for a
fund.
16
<PAGE>
The following table reflects the average annual total return for the 1-year.
3-year and since inception periods ending September 30, 1999 for each Fund,
after giving effect to any expense limitations in effect for the relevant Fund:
FUND GLOBAL FUND
------- -----------------
COMMON ADVISOR COMMON ADVISOR
SHARES SHARES SHARES SHARES
------- ------- -------- -------
Average Annual Total Return(1):
1-year................... 30.04% 29.55% 88.95% 88.39%
3-year................... 7.18% 6.81% 24.78% 24.41%
Since Inception.......... 19.44%(2) 18.98%(2) 24.76%(3) 24.38%(3)
- --------------
(1) If CSAM or its predecessor had not temporarily waived fees and reimbursed
expenses, the cumulative total return of each Fund for the 1-year and 3-year
period and since inception would have been lower.
(2) Inception Date 9/29/95.
(3) Inception Date 9/30/96.
SHARE OWNERSHIP OF THE FUNDS
As of November 16, 1999 (the "Record Date"), the officers and Directors
of each Fund beneficially owned as a group less than 1% of the outstanding
securities of the relevant Fund. To the best knowledge of a Fund, as of the
Record Date, no shareholder or "group" (as that term is used in Section 13(d) of
the Securities Exchange Act of 1934 (the "1934 Act")), except as set forth
below, owned beneficially or of record more than 5% of the outstanding shares of
a class of the Fund.
FUND PERCENT OWNED
AS OF RECORD DATE
NAME AND ADDRESS COMMON SHARES
- ----------------- ---------------
Charles Schwab & Co. Inc.* 26.93%
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds Dept.
101 Montgomery St.
San Francisco, CA 94104-4122
National Financial Services Corp.* 11.50%
FBO Customers
PO Box 3908
Church Street Station
New York, New York 10008-3908
17
<PAGE>
FUND PERCENT OWNED
AS OF RECORD DATE
NAME AND ADDRESS COMMON SHARES
- ----------------- ---------------
EMJAYCO* 99.32%
Omnibus Account
PO Box 17909
Milwaukee, WI 53217-0909
Charles Schwab & Co. Inc.* 22.43%
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds Dept.
101 Montgomery St.
San Francisco, CA 94104-4122
GLOBAL FUND
Donaldson Lufkin & Jenrette* 16.05%
Securities Corporation
Pershing Division
Mutual Fund Balancing
1 Pershing Plaza, 14th Floor
Jersey City, New Jersey 07399-0001
National Financial Services Corp.* 7.49%
FBO Customers
PO Box 3908
Church Street Station
New York, New York 10008-3908
SEMA + CO.* 94%
12 East 49 Street
New York, New York 10017
- --------------
* The Fund believes these entities are not the beneficial owners of shares held
of record by them.
18
<PAGE>
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
The following discussion is based upon and qualified in its entirety by
the disclosures in the respective Prospectuses and Statements of Additional
Information of the Global Fund and the Fund.
INVESTMENT OBJECTIVES. As stated above each Fund has the same
investment objective (i.e., long-term growth of capital). There can be no
assurance that either Fund will achieve its investment objective.
PRIMARY INVESTMENTS. The Fund seeks to achieve its investment objective
by investing primarily in equity securities of U.S. companies considered to be
in their post-venture-capital stage of development; investing in companies of
any size; and taking a growth investment approach to identifying attractive
post-venture-capital investments. The Global Fund similarly seeks to achieve its
investment objective by investing primarily in equity securities of companies
considered to be in their post-venture-capital stage of development; investing
in companies of any size; and taking a growth investment approach to identifying
attractive post-venture-capital investments. However, (i) whereas the Fund may
invest up to 20% of its assets in foreign securities, the Global Fund may invest
in foreign securities without limit and (ii) whereas the Fund does not invest in
emerging markets, the Global Fund is authorized to (and currently does) do so.
Unlike the Fund, the Global Fund invests in at least three countries (including
the U.S.) and intends to invest at least 35% of its assets in non-U.S.
companies. Further, whereas the Global Fund may, but is not expected to, invest
in swaps, the Fund may not. Each Fund may invest in common and preferred stocks,
rights and warrants, securities convertible into common stocks and partnership
interests. Each Fund may also invest up to 10% of its assets in each of special
situation companies and private-equity portfolios that invest in venture-capital
companies.
If the Plan is approved, the Global Fund intends to invest at least 35%
of the combined assets of the Funds in non-U.S. companies within three months
after the closing of the Acquisition to minimize market impact (absent
unanticipated market conditions arising after such date).
INVESTMENT LIMITATIONS. The Fund and the Global Fund have identical
fundamental and non-fundamental investment limitations except as described below
and in the previous paragraph. Fundamental investment limitations may not be
changed without the affirmative vote of the holders of a majority of the
relevant Fund's outstanding shares. Each Fund has fundamental investment
limitations with respect to borrowing money; industry concentration; issuer
concentration; making loans; underwriting securities; purchasing or selling real
estate and other natural resources; purchasing securities on margin; investing
in commodities; and issuing senior securities. Each Fund has non-fundamental
investment limitations with respect to purchasing securities of other investment
companies; pledging, mortgaging or hypothecating its assets; investing in
illiquid investments; and making additional investments if the relevant Fund has
borrowings in excess of 5% of its net assets.
19
<PAGE>
CERTAIN INVESTMENT PRACTICES. For each of the following practices, this
table shows the applicable investment limitation. Risks are indicated for each
practice in italics. The specific risks associated with each of the investment
practices described below are defined in the Global Fund's Prospectuses, which
accompany this Prospectus/Proxy Statement.
KEY TO TABLE:
[X] Permitted without limitation; does not indicate actual use
20% Italic type (e.g., 20%) represents an investment limitation as a
percentage of net fund assets; does not indicate actual use
20% Roman type (e.g. 20%) represents an investment limitation as a percentage
of total fund assets; does not indicate actual use
[ ] Permitted, but not expected to be used to a significant extent
-- Not permitted
================================================================================
INVESTMENT PRACTICE LIMIT
================================================================================
GLOBAL
FUND FUND
----- -----
BORROWING The borrowing of money from banks to meet 30% 30%
redemptions or for other temporary or emergency
purposes. Speculative exposure risk.
COUNTRY/REGION FOCUS Investing a significant portion of [X] [X]
fund assets in a single country or region. Market
swings in the targeted country or region will be
likely to have a greater effect on fund performance
than they would in a more geographically diversified
equity fund. Currency, market, political risks.
CURRENCY HEDGING Instruments, such as options, futures [ ] [X]
or forwards, intended to manage fund exposure to
currency risk. Options, futures or forwards involve the
right or obligation to buy or sell a given amount of
foreign currency at a specified price and future
date.(1) Correlation, credit, currency, hedged
exposure, liquidity, political, valuation risks.
20
<PAGE>
================================================================================
INVESTMENT PRACTICE LIMIT
================================================================================
GLOBAL
FUND FUND
----- -----
EMERGING MARKETS Countries generally considered to be -- [ ]
relatively less developed or industrialized. Emerging
markets often face economic problems that could subject
a fund to increased volatility or substantial declines
in value. Deficiencies in regulatory oversight, market
infrastructure, shareholder protections and company
laws could expose a fund to risks beyond those
generally encountered in developed countries. Access,
currency, information, liquidity, market, operational,
political, valuation risks.
FOREIGN SECURITIES Securities of foreign issuers. May 20% [X]
include depositary receipts. Currency, euro conversion,
information, liquidity, market, political, valuation
risks.
FUTURES AND OPTIONS ON FUTURES Exchange-traded [ ] [ ]
contracts that enable a fund to hedge against or
speculate on future changes in currency values,
interest rates or stock indexes. Futures obligate the
fund (or give it the right, in the case of options) to
receive or make payment at a specific future time based
on those future changes.(1) Correlation, currency,
hedged exposure, interest-rate, market, speculative
exposure risks.(2)
INVESTMENT-GRADE DEBT SECURITIES Debt securities rated 20% 35%
within the four highest grades (AAA/Aaa through
BB/Baa) by Standard & Poor's or Moody's rating service,
and unrated securities of comparable quality. Credit,
interest-rate, market risks.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES Debt [ ] [ ]
securities backed by pools of mortgages, including pass
through certificates and other senior classes of
collateralized mortgage obligations (CMOs), or other
receivables. Credit, extension, interest-rate,
liquidity, prepayment risks.
NON-INVESTMENT-GRADE DEBT SECURITIES Debt securities 5% 5%
and convertible securities rated below the fourth-
highest grade (BBB/Baa) by Standard & Poor's or Moody's
rating service, and unrated securities of comparable
quality. Commonly referred to as junk bonds. Credit,
information, interest-rate, liquidity, market,
valuation risks.
21
<PAGE>
================================================================================
INVESTMENT PRACTICE LIMIT
================================================================================
GLOBAL
FUND FUND
----- -----
OPTIONS Instruments that provide a right to buy (call) 25% 25%
or sell (put) a particular security or an index of
securities at a fixed price within a certain time
period. A fund may purchase and write both put and call
options for hedging or speculative purposes.(1)
Correlation, credit, hedged exposure, liquidity,
market, speculative exposure risks.
PRIVATE FUNDS Private limited partnerships or other 10% 10%
investment funds that themselves invest in equity or
debt securities of:
o companies in the venture-capital or post-
venture-capital stages of development
o companies engaged in special situations or
changes in corporate control, including
buyouts
Information, liquidity, market, valuation risks.
PRIVATIZATION PROGRAMS Foreign governments may sell all [ ] [ ]
or part of their interests in enterprises they own or
control. Access, currency, information, liquidity,
operational, political, valuation risks.
RESTRICTED AND OTHER ILLIQUID SECURITIES Securities 15% 15%
with restrictions on trading, or those not actively
traded. May include private placements. Liquidity,
market, valuation risks.
SECURITIES LENDING Lending portfolio securities to 33 1/3% 33 1/3%
financial institutions; a fund receives cash, U.S.
government securities or bank letters of credit as
collateral. Credit, liquidity, market, operational
risks.
SHORT SALES Selling borrowed securities with the 10% 10%
intention of repurchasing them for a profit on the
expectation that the market price will drop. Liquidity,
market, speculative exposure risks.
SHORT SALES "AGAINST THE BOX" A short sale where the [ ] [ ]
fund owns enough shares of the security involved to
cover the borrowed securities, if necessary. Liquidity,
market, speculative exposure risks.
22
<PAGE>
================================================================================
INVESTMENT PRACTICE LIMIT
================================================================================
GLOBAL
FUND FUND
----- -----
SPECIAL-SITUATION COMPANIES Companies experiencing 10% 10%
unusual developments affecting their market values.
Special situations may include acquisition,
consolidation, reorganization, recapitalization,
merger, liquidation, special distribution, tender or
exchange offer, or potentially favorable litigation.
Securities of a special-situation company could decline
in value and hurt a fund's performance if the
anticipated benefits of the special situation do not
materialize. Information, market risks.
START-UP AND OTHER SMALL COMPANIES Companies with small [X] [X]
relative market capitalizations, including those with
continuous operations of less than three years.
Information, liquidity, market, valuation risks.
SWAPS A contract between a fund and another party in -- [ ]
which the parties agree to exchange streams of payments
based on certain benchmarks. For example, a fund may
use swaps to gain access to the performance of a
benchmark asset (such as an index or one or more
stocks) where the fund's direct investment is
restricted. Credit, currency, interest-rate, liquidity,
market, political, speculative exposure, valuation
risks.
TEMPORARY DEFENSIVE TACTICS Placing some or all of a [ ] [ ]
fund's assets in investments such as money-market
obligations and investment-grade debt securities for
defensive purposes. Although intended to avoid losses
in adverse market, economic, political or other
conditions, defensive tactics might be inconsistent
with a fund's principal investment strategies and might
prevent a fund from achieving its goal.
WARRANTS Options issued by a company granting the 10% 10%
holder the right to buy certain securities, generally
common stock, at a specified price and usually for a
limited time. Liquidity, market, speculative exposure
risks.
23
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================================================================================
INVESTMENT PRACTICE LIMIT
================================================================================
GLOBAL
FUND FUND
----- -----
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS 20% 20%
The purchase or sale of securities for delivery at a
future date; market value may change before delivery.
Liquidity, market, speculative exposure risks.
- --------------
(1) The Funds are not obligated to pursue any hedging strategy and do not
represent that these techniques are available now or will be available at
any time in the future.
(2) Each Fund is limited to 5% of net assets for initial margin and premium
amounts on futures positions considered to be speculative by the Commodity
Futures Trading Commission.
MANAGEMENT OF EACH FUND
CSAM provides investment advisory services to both Funds under separate
advisory agreements. Abbott Capital Management, LLC ("Abbott") provides
sub-investment advisory services to each Fund under separate sub-investment
advisory agreements. Abbott is described in the Prospectuses for each Fund. (The
specific persons at CSAM and Abbott who are responsible for the day-to-day
management of the Global Fund are described in the Prospectuses of the Global
Fund, which accompany this Prospectus/Proxy Statement.)
In addition, PFPC Inc. and Credit Suisse Asset Management Securities,
Inc. ("CSAMSI") will continue to provide accounting and co-administrative
services as applicable. CSAMSI (or its predecessor) has served as distributor of
each Fund since inception and will continue to provide distribution services
following the Acquisition. Counsellors Funds Service, Inc. had served as
co-administrator of each Fund until November 1, 1999, when CSAMSI became
co-administrator of each Fund. State Street Bank and the Trust Company ("State
Street") will continue its role as shareholder servicing agent, transfer agent
and dividend disbursing agent after the Acquisition. PFPC Trust Company and
State Street will continue to serve as custodian of the U.S. assets and non-U.S.
assets, respectively, of the Global Fund. PricewaterhouseCoopers LLP, the
auditor for the Fund, also serves in that capacity for the Global Fund.
Whereas the fees paid to CSAM and its affiliates, including CSAMSI,
would remain unchanged following the Acquisition, the fees paid to PFPC could
change over time (and possibly decrease) due to PFPC's different fee structure
with the Global Fund. (Whereas the Fund pays PFPC a fee calculated at an annual
rate of .10% of its first $500 million in average daily net assets, .075% of the
next $1 billion in assets and .05% of assets exceeding $1.5 billion, exclusive
of out-of-pocket expenses, the Global Fund pays PFPC a fee calculated at an
annual rate of .12% of its first $250 million in average daily net assets, .10%
of the next $250
24
<PAGE>
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,
subject to a minimum annual fee and exclusive of out-of-pocket expenses.)
Importantly, the advisory and shareholder servicing and distribution fees of the
Fund would remain unchanged following the Acquisition, and CSAM has undertaken
to waive fees and reimburse expenses for the two-year period beginning on the
date of the closing of the Acquisition to the extent necessary for the net
expense ratio of a class of the Global Fund to be no higher than the lower of
the corresponding class of the Fund or the Global Fund for the 30-day period
ended on such date.
INTEREST OF CSAM IN THE ACQUISITION
CSAM may be deemed to have an interest in the Plan and the Acquisition
because it provides investment advisory services to each Fund. CSAM receives
compensation from each Fund for services it provides pursuant to separate
advisory agreements. The terms and provisions of these arrangements are
described in each Fund's Prospectuses and Statement of Additional Information.
Future growth of assets of the Global Fund, if any, can be expected to increase
the total amount of fees payable to CSAM and its affiliates and to reduce the
amount of fees and expenses required to be waived to maintain total fees and
expenses of the Global Fund at agreed upon levels. CSAM and its affiliates have
advised the Fund that they intend to vote the shares over which they have voting
power at the Meeting (i) in the manner instructed by the customers for which
such shares are held or (ii) in the event that such instructions are not
received or where shares are held directly or on behalf of employees, in the
same proportion as votes cast by other shareholders. See "Voting Information."
CSAM may also be deemed to have an interest in the Plan and Acquisition
because its affiliate, CSAMSI, serves as the co-administrator and administrator
for both Funds. As such, CSAMSI receives compensation for its services.
INFORMATION ON SHAREHOLDERS' RIGHTS
GENERAL. Each Fund is an open-end, diversified management investment
company registered under the 1940 Act, which continuously offers to sell shares
at its current net asset values. The Fund is a Maryland corporation that was
incorporated on July 12, 1995 and is governed by its Articles of Incorporation,
By-Laws and Board of Directors. The Global Fund is also a Maryland corporation
organized on July 16, 1996 and is similarly governed by its Articles of
Incorporation, By-Laws and Board of Directors. Each Fund is also governed by
applicable state and federal law. Each Fund has an authorized capital of three
billion shares of common stock with a par value of $.001 per share. In each
Fund, shares represent interests in the assets of the relevant Fund and have
identical voting, dividend, liquidation and other rights on the same terms and
conditions except that expenses related to the distribution of each class of
shares of the
25
<PAGE>
relevant Fund are borne solely by such class and each class of shares has
exclusive voting rights with respect to provisions of such Fund's Rule 12b-1
distribution plan, if any, pertaining to that particular class.
MULTI-CLASS STRUCTURE. Each Fund is authorized to, and currently does,
offer Common and Advisor Shares. The Global Fund expects to continue to offer
both Common shares and Advisor shares following the Acquisition.
DIRECTORS. The By-Laws of each Fund provide that the term of office of
each Director shall be from the time of his or her election and qualification
until the next annual meeting of shareholders and until his or her successor
shall have been elected and shall have qualified. Any Director of either Fund
may be removed by the vote of at least a majority of the shares of capital stock
then entitled to be cast for the election of Directors. Vacancies on the Boards
of either Fund may be filled by the Directors remaining in office, provided that
no vacancy or vacancies may be filled by action of the remaining Directors if,
after the filling of the vacancy or vacancies, fewer than two-thirds of the
Directors then holding office shall have been elected by the shareholders of the
relevant Fund. A meeting of shareholders will be required for the purpose of
electing Directors whenever (a) fewer than a majority of the Directors then in
office were elected by shareholders of the relevant Fund or (b) a vacancy exists
that may not be filled by the remaining Directors.
VOTING RIGHTS. Neither Fund holds a meeting of shareholders annually,
and there normally is no meeting of shareholders for the purpose of electing
Directors unless and until such time as less than a majority of the Directors of
the relevant Fund holding office have been elected by shareholders or a vacancy
exists that may not be filled by the remaining Directors. At such times, the
Directors then in office will call a shareholders' meeting for the election of
Directors.
LIQUIDATION OR TERMINATION. In the event of the liquidation or
termination of either Fund, the shareholders of the relevant Fund are entitled
to receive, when and as declared by the Directors, the excess of the assets over
the liabilities belonging to such Fund. In either case, the assets so
distributed to shareholders will be distributed among the shareholders in
proportion to the number of shares held by them and recorded on the books of
such Fund.
LIABILITY OF DIRECTORS. The Articles of Incorporation of each Fund
provide that its Directors and officers shall not be liable for monetary damages
for breach of fiduciary duty as a Director or officer, except to the extent such
exemption is not permitted by law. The Articles of Incorporation of each Fund
provide that the relevant Fund shall indemnify each Director and officer and
permit advances for the payment of expenses relating to the matter for which
identification is sought, each to the fullest extent permitted by Maryland
General Corporation Law and other applicable law. Pursuant to the Plan, the
Global Fund extends this same protection to current Directors and officers of
the Fund for liability relating to that Fund.
26
<PAGE>
RIGHTS OF INSPECTION. Maryland law permits any shareholder of either
Fund or any agent of such shareholder to inspect and copy, during usual business
hours, the By-Laws, minutes of shareholder proceedings, annual statements of the
affairs and voting trust agreements of the relevant Fund on file at its
principal offices.
SHAREHOLDER LIABILITY. Under Maryland law, shareholders of either Fund
do not have personal liability for corporate acts and obligations. Shares of the
Global Fund issued to the shareholders of the Fund in the Acquisition will be
fully paid and nonassessable when issued, transferable without restrictions and
will have no preemptive rights.
The foregoing is only a summary of certain characteristics of the
operations of the Global Fund and the Fund. The foregoing is not a complete
description of the documents cited. Shareholders should refer to the provisions
of the corporate documents and state laws governing each Fund for a more
thorough description.
ADDITIONAL INFORMATION
The Global Fund and the Fund are each subject to the informational
requirements of the 1934 Act and the 1940 Act and in accordance therewith file
reports and other information including proxy material, reports and charter
documents, with the SEC. These materials can be inspected and copies obtained at
the Public Reference Facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the New York Regional Office of the SEC at 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Branch, Office of Consumer Affairs
and Information Services, SEC, Washington, D.C. 20549 at prescribed rates. The
Prospectuses and the Statement of Additional Information for the Global Fund,
along with related information, may be found on the SEC website as well
(http://www.sec.gov).
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in connection with a
solicitation of proxies by the Board of Directors of the Fund to be used at the
Special Meeting of Shareholders of the Fund to be held at 3:00 p.m. on January
27, 2000, at the offices of the Fund, 466 Lexington Avenue, New York, New York
10017 and at any adjournment(s) thereof. This Prospectus/Proxy Statement, along
with a Notice of the Meeting and proxy card(s), is first being mailed to
shareholders of the Fund on or about December 13, 1999. Only shareholders of
record as of the close of business on the Record Date will be entitled to notice
of, and to vote at, the Special Meeting or any adjournment thereof. As of the
Record Date, the Fund had the following shares outstanding and entitled to vote:
2,650,484.038. The holders of one-third of the shares of a Fund outstanding at
the close of business on the Record Date present in person or represented by
proxy
27
<PAGE>
will constitute a quorum for the Special Meeting of the Fund. For purposes
of determining a quorum for transacting business at the Special Meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present but which have not been voted. For this
reason, abstentions and broker non-votes will have the effect of a "no" vote for
purposes of obtaining the requisite approval of the Plan. If the enclosed proxy
is properly executed and returned in time to be voted at the Special Meeting,
the proxies named therein will vote the shares represented by the proxy in
accordance with the instructions marked thereon. Executed, but unmarked proxies
(i.e., executed proxies in which there is no indication of the shareholder's
voting instructions) will be voted FOR approval of the Plan and FOR approval of
any other matters deemed appropriate. A proxy may be revoked at any time on or
before the Special Meeting by the subsequent execution and submission of a
revised proxy, by written notice to Hal Liebes, Secretary of the Fund, 466
Lexington Avenue, New York, New York 10017 or by voting in person at the Special
Meeting.
Approval of the Plan will require the affirmative vote of a majority of
the Fund's outstanding shares, voting in the aggregate without regard to class,
in person or by proxy, if a quorum is present. Shareholders of the Fund are
entitled to one vote for each share.
Proxy solicitations will be made primarily by mail, but proxy
solicitations also may be made by telephone, facsimile or personal interviews
conducted by officers and employees of CSAM and its affiliates and/or by D. F.
King & Co., Inc. All expenses of the Acquisition, which are estimated to be
approximately $100,000, including the costs of the proxy solicitation and the
preparation of enclosures to the Prospectus/Proxy Statement, reimbursement of
expenses of forwarding solicitation material to beneficial owners of shares of
the Fund and expenses incurred in connection with the preparation of this
Prospectus/Proxy Statement, will be borne by CSAM or its affiliates (excluding
extraordinary expenses not normally associated with transactions of this type).
It is anticipated that banks, brokerage houses and other institutions, nominees
and fiduciaries will be requested to forward proxy materials to beneficial
owners and to obtain authorization for the execution of proxies. CSAM or its
affiliates, may, upon request, reimburse banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in forwarding proxy
materials to beneficial owners.
In the event that a quorum necessary for the shareholders' meeting is
not present or sufficient votes to approve the Acquisition of the Fund are not
received prior to 3:00 p.m. on January 27, 2000, the persons named as proxies
may propose one or more adjournments of the Special Meeting to permit further
solicitation of proxies. In determining whether to adjourn the Special Meeting,
the following factors may be considered: the percentage of votes actually cast,
the percentage of negative votes actually cast, the nature of any further
solicitation and the
28
<PAGE>
information to be provided to shareholders with respect to the reasons for the
solicitation. Any such adjournment will require an affirmative vote by the
holders of a majority of the shares of the Fund present in person or by proxy
and entitled to vote at the Special Meeting.
The persons named as proxies will vote upon a decision to adjourn the
Special Meeting after consideration of the best interests of all shareholders of
the Fund.
As of the Record Date, CSAM (or its affiliates) possessed or shared
voting power or investment power as a fiduciary on behalf of its customers, with
respect to the Fund as set forth above under "Information About the Acquisition
- -- Share Ownership of the Fund."
OTHER BUSINESS
The Fund's Board of Directors knows of no other business to be brought
before the Special Meeting. However, if any other matters come before the
Special Meeting, proxies that do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed Proxy Card(s).
The approval of shareholders of the Global Fund is not required in
order to affect the Acquisition and, accordingly, the votes of the shareholders
of the Global Fund are not being solicited by this Prospectus/Proxy Statement.
FINANCIAL STATEMENTS AND EXPERTS
The audited statement of net assets of each Fund, including the
schedule of portfolio investments, as of October 31, 1998, the related
statements of operations for the year and/or period then ended, the statement of
changes in net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period (or such shorter
period as the relevant Fund, or share class, has been in existence) then ended,
have been incorporated by reference into this Prospectus/Proxy Statement in
reliance upon the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of such firm as experts in accounting and
auditing.
The unaudited financial information contained in each Fund's semi-
annual report for the period ended April 30, 1999 is also incorporated by
reference.
LEGAL MATTERS
Certain legal matters concerning the issuance of shares of the Global
Fund will be passed upon by Willkie Farr & Gallagher, 787 Seventh Avenue, New
York, New York 10019-6099, counsel to the Global Fund. In rendering such
opinion, Willkie Farr & Gallagher may rely on an opinion of Venable Baetjer and
Howard, L.L.P. as to certain matters under Maryland law.
29
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30
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EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
A-1
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this first day of December, 1999, between and among Warburg, Pincus Global
Post-Venture Capital Fund, Inc., a Maryland corporation (the "Global Fund"), and
Warburg, Pincus Post-Venture Capital Fund, Inc., a Maryland corporation (the
"Fund" and, together with the Global Fund, the "Funds"), and, solely for
purposes of Section 9.2 hereof, Credit Suisse Asset Management, LLC, a limited
liability company organized under the laws of the State of Delaware ("CSAM").
This Agreement is intended to be and is adopted as a plan of
reorganization within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization of
the Fund (collectively, the "Reorganizationwill consist of the transfer of
substantially all of the assets of the Fund in exchange solely for shares of the
applicable class or classes of common stock (collectively, the "Shares") of the
Global Fund, and the assumption by the Global Fund of liabilities of the Fund,
and the distribution, on or after the Closing Date hereinafter referred to, of
Shares of the Global Fund ("Global Fund Shares") to the shareholders of the Fund
in liquidation of the Fund as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.
WHEREAS, the Board of Directors of the Fund has determined that the
exchange of all of the assets of the Fund for Global Fund Shares and the
assumption of the liabilities of the Fund by the Global Fund is in the best
interests of the Fund and that the interests of the existing shareholders of the
Fund would not be diluted as a result of this transaction; and
WHEREAS, the Board of Directors of the Global Fund has determined that
the exchange of all of the assets of the Fund for Global Fund Shares is in the
best interests of the Global Fund's shareholders and that the interests of the
existing shareholders of the Global Fund would not be diluted as a result of
this transaction.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. Transfer of Assets of the Fund in Exchange for Global Fund Shares
and Assumption of the Fund's Liabilities and Liquidation of the Fund
1.1. Subject to the terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Fund agrees to
transfer its assets as set forth in paragraph 1.2 to the Global Fund, and the
Global Fund agrees in exchange therefor: (i) to deliver to the Fund the number
of Global Fund Shares, including fractional Global Fund Shares, of each class of
the Fund determined by dividing the value of the Fund's net assets attributable
to each such
A-2
<PAGE>
class of shares, computed in the manner and as of the time and date
set forth in paragraph 2.1, by the net asset value of one Global Fund Share of
the same class; and (ii) to assume the liabilities of the Fund, as set forth in
paragraph 1.3. Such transactions shall take place at the closing provided for in
paragraph 3.1 (the "Closing").
1.2. (a) The assets of the Fund to be acquired by the Global Fund shall
consist of all property including, without limitation, all cash, securities and
dividend or interest receivables that are owned by or owed to the Fund and any
deferred or prepaid expenses shown as an asset on the books of the Fund on the
closing date provided in paragraph 3.1 (the "Closing Date").
(b) The Fund has provided the Global Fund with a list of all its assets
as of the date of execution of this Agreement. The Fund reserves the right to
sell any of these securities but will not, without the prior approval of the
Global Fund, acquire any additional securities other than securities of the type
in which the Global Fund is permitted to invest. The Fund will, within a
reasonable time prior to the Closing Date, furnish the Global Fund with a list
of the securities, if any, on the Fund's list referred to in the first sentence
of this paragraph which do not conform to the Global Fund's investment
objective, policies and restrictions. In the event that the Fund holds any
investments which the Global Fund may not hold, the Fund will dispose of such
securities prior to the Closing Date. In addition, if it is determined that the
portfolios of the Fund and the Global Fund, when aggregated, would contain
investments exceeding certain percentage limitations imposed upon the Global
Fund with respect to such investments, the Fund, if requested by the Global
Fund, will dispose of and/or reinvest a sufficient amount of such investments as
may be necessary to avoid violating such limitations as of the Closing Date.
1.3. The Fund will endeavor to discharge all its known liabilities and
obligations prior to the Closing Date, other than those liabilities and
obligations which would otherwise be discharged at a later date in the ordinary
course of business. The Global Fund shall assume all liabilities, expenses,
costs, charges and reserves, including those liabilities reflected on an
unaudited statement of assets and liabilities of the Fund prepared by PFPC,
Inc., each Fund's accounting agent ("PFPC"), as of the Valuation Date (as
defined in paragraph 2.1), in accordance with generally accepted accounting
principles consistently applied from the prior audited period. The Global Fund
shall also assume any liabilities, expenses, costs or charges incurred by or on
behalf of the Fund specifically arising from or relating to the operations
and/or transactions of the Fund prior to and including the Closing Date but
which are not reflected on the above-mentioned statement of assets and
liabilities, including any liabilities, expenses, costs or charges arising under
paragraph 5.10 hereof.
1.4. As provided in paragraph 3.4, as soon on or after the Closing Date
as is conveniently practicable (the "Liquidation Date"), the Fund will liquidate
and distribute pro rata to the Fund's shareholders of record determined as of
the close
A-3
<PAGE>
of business on the Closing Date (the "Fund Shareholders") the Global
Fund Shares it receives pursuant to paragraph 1.1. Such liquidation and
distribution will be accomplished by the transfer of the Global Fund Shares then
credited to the account of the Fund on the books of the Global Fund to open
accounts on the share records of the Global Fund in the name of the Fund's
shareholders representing the respective pro rata number of the Global Fund
Shares of the particular class due such shareholders. All issued and outstanding
shares of the Fund will simultaneously be canceled on the books of the Fund,
although share certificates representing interests in the Fund will represent a
number of Global Fund Shares after the Closing Date as determined in accordance
with Section 2.3. The Global Fund shall not issue certificates representing the
Global Fund Shares in connection with such exchange.
1.5. Ownership of Global Fund Shares will be shown on the books of the
Global Fund's transfer agent. Shares of the Global Fund will be issued in the
manner described in the Global Fund's current prospectuses and statement of
additional information.
1.6. Any transfer taxes payable upon issuance of the Global Fund Shares
in a name other than the registered holder of the Fund Shares on the books of
the Fund as of that time shall, as a condition of such issuance and transfer, be
paid by the person to whom such Global Fund Shares are to be issued and
transferred.
1.7. Any reporting responsibility of the Fund is and shall remain the
responsibility of the Fund up to and including the applicable Closing Date and
such later dates on which the Fund is terminated.
2. Valuation
2.1. The value of the Fund's assets to be acquired hereunder shall be
the value of such assets computed as of the close of regular trading on The New
York Stock Exchange, Inc. (the "NYSE") on the Closing Date (such time and date
being hereinafter called the "Valuation Date"), using the valuation procedures
set forth in the Fund's then current prospectuses or statement of additional
information.
2.2. The number of Shares of each class of the Global Fund to be issued
(including fractional shares, if any) in exchange for the Fund's net assets
shall be determined by dividing the value of the net assets of the Fund
attributable to the respective classes of Shares determined using the same
valuation procedures referred to in paragraph 2.1 by the net asset value per
Share of such class of the Global Fund computed as of the close of regular
trading on the NYSE on the Closing Date, using the valuation procedures set
forth in the Global Fund's then current prospectuses or statement of additional
information.
2.3. All computations of value shall be made by PFPC in accordance with
its regular practice as pricing agent for the Fund and the Global Fund.
A-4
<PAGE>
3. Closing and Closing Date
3.1. The Closing Date for the Reorganization shall be January 28, 2000,
or such other date as the parties to such Reorganization may agree to in
writing. All acts taking place at the Closing shall be deemed to take place
simultaneously as of the close of trading on the NYSE on the Closing Date unless
otherwise provided. The Closing shall be held as of 4:00 p.m., at the offices of
Willkie Farr & Gallagher or at such other time and/or place as the parties may
agree.
3.2. The custodian for the Global Fund (the "Custodian") shall deliver
at the Closing a certificate of an authorized officer stating that: (a) the
Fund's portfolio securities, cash and any other assets have been delivered in
proper form to the Global Fund on the Closing Date and (b) all necessary taxes,
including all applicable federal and state stock transfer stamps, if any, have
been paid, or provision for payment has been made, in conjunction with the
delivery of portfolio securities.
3.3. In the event that on the Valuation Date (a) the NYSE or another
primary trading market for portfolio securities of the Global Fund or the Fund
shall be closed to trading or trading thereon shall be restricted or (b) trading
or the reporting of trading on the NYSE or elsewhere shall be disrupted so that
accurate appraisal of the value of the net assets of the Global Fund or the Fund
is impracticable, the applicable Closing Date shall be postponed until the first
business day after the day when trading shall have been fully resumed and
reporting shall have been restored.
3.4. The Fund shall deliver at the Closing a list of the names and
addresses of the Fund's shareholders and the number and class of outstanding
Shares owned by each such shareholder immediately prior to the Closing or
provide evidence that such information has been provided to the Global Fund's
transfer agent. The Global Fund shall issue and deliver a confirmation
evidencing the Global Fund Shares to be credited to the Fund's account on the
Closing Date to the Secretary of the Fund or provide evidence satisfactory to
the Fund that such Global Fund Shares have been credited to the Fund's account
on the books of the Global Fund. At the Closing, each party shall deliver to the
relevant other parties such bills of sale, checks, assignments, share
certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request.
4. Representations and Warranties
4.1. The Fund represents and warrants to the Global Fund as follows:
(a) The Fund is a Maryland corporation duly organized, validly existing
and in good standing under the laws of the State of Maryland;
(b) The Fund is a registered investment company classified as a
management company of the open-end type and its registration with the Securities
and Exchange Commission (the "Commission") as an investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), is in full force
and effect;
A-5
<PAGE>
(c) The Fund is not, and the execution, delivery and performance of
this Agreement will not result, in a violation of its Charter or By-Laws or any
material agreement, indenture, instrument, contract, lease or other undertaking
to which the Fund is a party or by which the Fund or its property is bound or
affected;
(d) There are no contracts or other commitments (other than this
Agreement) of the Fund which will be terminated with liability to the Fund prior
to the Closing Date;
(e) Except as previously disclosed in writing to and accepted by the
Global Fund, no litigation or administrative proceeding or investigation of or
before any court or governmental body is presently pending or to its knowledge
threatened against the Fund or any of its properties or assets which, if
adversely determined, would materially and adversely affect its financial
condition or the conduct of its business. The Fund knows of no facts which might
form the basis for the institution of such proceedings and is not party to or
subject to the provisions of any order, decree or judgment of any court or
governmental body which materially and adversely affects its business or the
business of the Fund or its ability to consummate the transactions herein
contemplated;
(f) The Statements of Assets and Liabilities, including the Investment
Portfolio, Operations, and Changes in Net Assets, and the Financial Highlights
of the Fund at and for each of the fiscal years ended October 31 in the period
beginning with commencement of the Fund and ending October 31, 1998 have been
audited by PricewaterhouseCoopers LLP, independent accountants, and are in
accordance with generally accepted accounting principles consistently applied,
and such statements (copies of which have been furnished to the Global Fund)
fairly reflect the financial condition of the Fund as of such dates, and there
are no known contingent liabilities of the Fund as of such dates not disclosed
therein;
(g) Since October 31, 1998, there has not been any material adverse
change in the Fund's financial condition, assets, liabilities or business other
than changes occurring in the ordinary course of business, or any incurrence by
the Fund of indebtedness maturing more than one year from the date that such
indebtedness was incurred, except as otherwise disclosed to and accepted in
writing by the Global Fund. For the purposes of this subparagraph (g), a decline
in net asset value per share or the total assets of the Fund in the ordinary
course of business shall not constitute a material adverse change;
(h) At the date hereof and the Closing Date, all federal and other tax
returns and reports, including extensions, of the Fund required by law to have
been filed by such dates shall have been filed, and all federal and other taxes
shall have been paid so far as due, or provision shall have been made for the
payment thereof and, to the best of the Fund's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to such
returns;
(i) At the date hereof and the Closing Date, for each taxable year of
its operation, the Fund shall have met the requirements of Subchapter M of the
Code
A-6
<PAGE>
for qualification and treatment as a regulated investment company; all of
the Fund's issued and outstanding shares have been offered and sold in
compliance in all material respects with applicable federal and state securities
laws;
(j) All issued and outstanding shares of each class of the Fund are,
and at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable by the Fund. All of the issued and outstanding shares of
the Fund will, at the time of Closing, be held by the persons and the amounts
set forth in the records of the transfer agent as provided in paragraph 3.4. The
Fund does not have outstanding any options, warrants or other rights to
subscribe for or purchase any of the Fund's shares, nor is there outstanding any
security convertible into any of the Fund's shares;
(k) At the Closing Date, the Fund will have good and marketable title
to its assets to be transferred to the Global Fund pursuant to paragraph 1.2 and
full right, power and authority to sell, assign, transfer and deliver such
assets hereunder and, upon delivery and payment for such assets, the Global Fund
will acquire good and marketable title thereto, subject to no restrictions on
the full transfer thereof, except such restrictions as might arise under the
Securities Act of 1933, as amended (the "1933 Actand the 1940 Act with respect
to privately placed or otherwise restricted securities that the Fund may have
acquired in the ordinary course of business and which the Global Fund has
received notice and necessary documentation at or prior to the Closing;
(l) The execution, delivery and performance of this Agreement has been
duly authorized by all necessary actions on the part of the Fund's Board of
Directors, and subject to the approval of the Fund's shareholders, this
Agreement will constitute a valid and binding obligation of the Fund,
enforceable in accordance with its terms, subject to the effect of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws
relating to or affecting creditors' rights and to general equity principles;
(m) The information to be furnished by the Fund for use in applications
for orders, registration statements or proxy materials or for use in any other
document filed or to be filed with any federal, state or local regulatory
authority (including the National Association of Securities Dealers, Inc.),
which may be necessary in connection with the transactions contemplated hereby,
shall be accurate and complete in all material respects and shall comply in all
material respects with federal securities and other laws and regulations
applicable thereto;
(n) The current prospectuses and statement of additional information of
the Fund conform in all material respects to the applicable requirements of the
1933 Act and the 1940 Act and the rules and regulations of the Commission
thereunder and do not include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not materially misleading; and
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(o) Insofar as the following relate to the Fund, the registration
statement filed by the Global Fund on Form N-14 relating to Global Fund Shares
that will be registered with the Commission pursuant to this Agreement, which,
without limitation, shall include a proxy statement of the Fund (the "Proxy
Statement") and be accompanied by the prospectuses of the Global Fund, with
respect to the transactions contemplated by this Agreement, and any supplement
or amendment thereto, and the documents contained or incorporated therein by
reference (the "N-14 Registration Statement"), on the effective date of the N-14
Registration Statement, at the time of any shareholders' meeting referred to
herein, on the Valuation Date and on the Closing Date: (i) shall comply in all
material respects with the provisions of the 1933 Act, the Securities Exchange
Act of 1934 (the "1934 Act") and the 1940 Act and the rules and regulations
under those Acts, and (ii) shall not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that the
representations and warranties in this section shall not apply to statements in
or omissions from the Proxy Statement and the N-14 Registration Statement made
in reliance upon and in conformity with information that was furnished or should
have been furnished by the Global Fund for use therein.
4.2. The Global Fund represents and warrants to the Fund as follows:
(a) The Global Fund is a Maryland corporation, duly organized, validly
existing and in good standing under the laws of the State of Maryland;
(b) The Global Fund is a registered investment company classified as a
management company of the open-end type and its registration with the Commission
as an investment company under the 1940 Act is in full force and effect;
(c) The current prospectuses and statement of additional information
filed as part of the Global Fund registration statement on Form N-1A (the
"Global Fund Registration Statement") conform in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission under those Acts and do not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not materially misleading;
(d) At the Closing Date, the Global Fund will have good and marketable
title to its assets;
(e) The Global Fund is not, and the execution, delivery and performance
of this Agreement will not result in, a violation of its Charter or By-Laws or
any material agreement, indenture, instrument, contract, lease or other
undertaking to which the Global Fund is a party or by which the Global Fund or
its property is bound;
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(f) Except as previously disclosed in writing to and accepted by the
Fund, no litigation or administrative proceeding or investigation of or before
any court or governmental body is presently pending or to its knowledge
threatened against the Global Fund or any of its properties or assets which, if
adversely determined, would materially and adversely affect its financial
condition or the conduct of its business. The Global Fund knows of no facts
which might form the basis for the institution of such proceedings and is not a
party to or subject to the provisions of any order, decree or judgment of any
court or governmental body which materially and adversely affects its business
or its ability to consummate the transactions contemplated herein;
(g) Since October 31, 1998, there has not been any material adverse
change in the Global Fund's financial condition, assets, liabilities or business
other than changes occurring in the ordinary course of business, or any
incurrence by the Global Fund of indebtedness maturing more than one year from
the date such indebtedness was incurred except as otherwise disclosed to and
accepted in writing by the Fund. For purposes of this subsection (g), a decline
in net asset value per share of the Global Fund due to declines in market values
of securities in the Global Fund's portfolio, the discharge of Global Fund
liabilities, or the redemption of Global Fund shares by Global Fund Shareholders
shall not constitute a material adverse change;
(h) At the Closing Date, all federal and other tax returns and reports,
including extensions, of the Global Fund required by law then to be filed shall
have been filed, and all federal and other taxes shown as due on said returns
and reports shall have been paid or provision shall have been made for the
payment thereof;
(i) At the date hereof and the Closing Date, for each taxable year of
its operation, the Global Fund shall have met the requirements of Subchapter M
of the Code for qualification as a regulated investment company and has elected
to be treated as such, has been eligible to and has computed its federal income
tax under Section 852 of the Code;
(j) At the date hereof, all issued and outstanding Global Fund Shares
are, and at the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable, with no personal liability attaching to the
ownership thereof. The Global Fund does not have outstanding any options,
warrants or other rights to subscribe for or purchase any Global Fund Shares,
nor is there outstanding any security convertible into any Global Fund Shares;
(k) The execution, delivery and performance of this Agreement has been
duly authorized by all necessary actions on the part of the Global Fund's Board
of Directors, and this Agreement will constitute a valid and binding obligation
of the Global Fund enforceable in accordance with its terms, subject to the
effect of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws relating to or affecting creditors' rights and to
general equity principles;
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(l) The Global Fund Shares to be issued and delivered to the Fund, for
the account of the Fund's shareholders, pursuant to the terms of this Agreement,
will at the Closing Date have been duly authorized and when so issued and
delivered, will be duly and validly issued Global Fund Shares, and will be fully
paid and non-assessable with no personal liability attaching to the ownership
thereof;
(m) Insofar as the following relate to the Global Fund, the N-14
Registration Statement, on the effective date of the N-14 Registration
Statement, at the time of any shareholders' meeting referred to herein, on the
Valuation Date and on the Closing Date: (i) shall comply in all material
respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and
the rules and regulations under those Acts, and (ii) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that the representations and warranties in this section shall
not apply to statements in or omissions from the Proxy Statement and the N-14
Registration Statement made in reliance upon and in conformity with information
that was furnished or should have been furnished by the Fund for use therein;
and
(n) The Global Fund agrees to use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act and such of
the state Blue Sky or securities laws as it may deem appropriate in order to
continue its operations after the Closing Date.
5. Covenants of the Fund and the Global Fund
5.1. The Global Fund and the Fund will operate its business in the
ordinary course between the date hereof and the Closing Date. It is understood
that such ordinary course of business will include the declaration and payment
of customary dividends and distributions.
5.2. The Fund will call a meeting of its shareholders to consider and
act upon this Agreement and to take all other actions necessary to obtain
approval of the transactions contemplated herein.
5.3. The Fund covenants that the Global Fund Shares to be issued
hereunder are not being acquired for the purpose of making any distribution
thereof other than in accordance with the terms of this Agreement.
5.4. The Fund will assist the Global Fund in obtaining such information
as the Global Fund reasonably requests concerning the beneficial ownership of
the Fund's Shares.
5.5. Subject to the provisions of this Agreement, the Global Fund and
the Fund each will take, or cause to be taken, all action, and do or cause to be
done, all things reasonably necessary, proper or advisable to consummate and
make effective the transactions contemplated by this Agreement.
5.6. The Fund will provide the Global Fund with information reasonably
necessary for the preparation of a prospectus (the "Prospectus") which will
include
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the Proxy Statement referred to in paragraph 4.1(o), all to be included in the
N-14 Registration Statement, in compliance with the 1933 Act, the 1934 Act and
the 1940 Act in connection with the meeting of the Fund's shareholders to
consider approval of this Agreement and the transactions contemplated herein.
5.7. The Fund will provide the Global Fund with information reasonably
necessary for the preparation of the Global Fund Registration Statement.
5.8. As promptly as practicable, but in any case within thirty days of
the Closing Date, the Fund shall furnish the Global Fund with a statement
containing information required for purposes of complying with Rule 24f-2 under
the 1940 Act. A notice pursuant to Rule 24f-2 will be filed by the Global Fund
offsetting redemptions by the Fund during the fiscal year ending on or after the
applicable Closing Date against sales of Global Fund Shares and the Fund agrees
that it will not net redemptions during such period by the Fund against sales of
its shares.
5.9. The Global Fund agrees to indemnify and advance expenses to each
person who at the time of the execution of this Agreement serves as a Director
or officer ("Indemnified Person") of the Fund, against money damages actually
and reasonably incurred by such Indemnified Person in connection with any claim
that is asserted against such Indemnified Person arising out of such person's
service as a Director or officer of the Fund with respect to matters
specifically relating to the Fund, provided that such indemnification and
advancement of expenses shall be permitted to the fullest extent that is
available under the Maryland General Corporation law and other applicable law.
This paragraph 5.9 shall not protect any such Indemnified Person against any
liability to the Fund, the Global Fund or their shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or from reckless disregard of the duties involved in the conduct of
his office. An Indemnified Person seeking indemnification shall be entitled to
advances from the Global Fund for payment of the reasonable expenses incurred by
him in connection with the matter as to which he is seeking indemnification in
the manner and to the fullest extent permissible under the Maryland General
Corporation law and other applicable law. Such Indemnified Person shall provide
to the Global Fund a written affirmation of his good faith belief that the
standard of conduct necessary for indemnification by the Global Fund has been
met and a written undertaking to repay any advance if it should ultimately be
determined that the standard of conduct has not been met. In addition, at least
one of the following additional conditions shall be met: (a) the Indemnified
Person shall provide security in form and amount acceptable to the Global Fund
for its undertaking; (b) the Global Fund is insured against losses arising by
reason of the advance; or (c) either a majority of a quorum of disinterested
non-party Directors of the Global Fund (collectively, the "Disinterested
Directors"), or independent legal counsel experienced in mutual fund matters,
selected by the Indemnified Person, in a written opinion, shall have determined,
based on a review of facts readily available to the Global Fund at the time the
advance is proposed to be made, that there is reason to believe that the
Director will ultimately be found to be entitled to indemnification.
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5.10. The Global Fund agrees to take no action that would adversely
affect the qualification of the Reorganization as a reorganization under Section
368(a) of the Code. In this regard, the Global Fund covenants that, following
the Reorganization, it (a) will (i) continue the historic business of the Fund
or (ii) use a significant portion of the Fund's historic business assets in a
business, and (b) will not sell or otherwise dispose of any of the assets of the
Fund, except for dispositions in the ordinary course of business or transfers to
a corporation (or other entity classified for federal income tax purposes as an
association taxable as a corporation) that is "controlled" by the Global Fund
within the meaning of Section 368(c) of the Code.
6. Conditions Precedent to Obligations of the Fund
The obligations of the Fund to consummate the transactions provided for
herein shall be subject, at its election, to the performance by the Global Fund
of all of the obligations to be performed by it hereunder on or before the
Closing Date and, in addition thereto, the following further conditions:
6.1. All representations and warranties of the Global Fund contained in
this Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the actions contemplated by this
Agreement, as of the Closing Date with the same force and effect as if made on
and as of the Closing Date;
6.2. The Global Fund shall have delivered to the Fund a certificate
executed in its name by its President or Vice President and its Secretary,
Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Fund
and dated as of the Closing Date, to the effect that the representations and
warranties of the Global Fund made in this Agreement are true and correct at and
as of the Closing Date, except as they may be affected by the transactions
contemplated by this Agreement and as to such other matters as the Fund shall
reasonably request;
6.3. The Fund shall have received a written agreement from CSAM, each
Fund's investment adviser, to maintain the net expense ratio of a class of the
Global Fund for the two-year period beginning on the closing date of the
Reorganization at a level no higher than the lower of the corresponding class of
the Fund or the Global Fund for the 30-day period ended on such date. These
expense ratios will be in effect except for increases in expense ratios due to
redemptions of shares outside of the ordinary course of business; and
6.4. The Fund shall have received on the Closing Date a favorable
opinion from Willkie Farr & Gallagher, counsel to the Global Fund, dated as of
the Closing Date, in a form reasonably satisfactory to the Fund, covering the
following points:
That (a) the Global Fund is a validly existing corporation and in good
standing under the laws of the State of Maryland, has the corporate power to own
all of its properties and assets and to carry on its business as a registered
investment company; (b) the Agreement has been duly authorized, executed and
delivered by the Global Fund and, assuming due authorization, execution and
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delivery of the Agreement by the other parties thereto, is a valid and binding
obligation of the Global Fund enforceable against the Global Fund in accordance
with its terms, subject to the effect of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws relating to or affecting
creditors' rights generally and to general equity principles; (c) the Global
Fund Shares to be issued to the Fund's shareholders as provided by this
Agreement are duly authorized and upon such delivery will be validly issued and
outstanding and are fully paid and nonassessable with no personal liability
attaching to ownership thereof, and no shareholder of the Global Fund has any
preemptive rights to subscription or purchase in respect thereof; (d) the
execution and delivery of this Agreement did not, and the consummation of the
transactions contemplated hereby will not, result in a violation of the Global
Fund's Charter or By-Laws or in a material violation of any provision of any
agreement (known to such counsel) to which the Global Fund is a party or by
which it or its property is bound or, to the knowledge of such counsel, result
in the acceleration of any obligation or the imposition of any penalty, under
any agreement, judgment, or decree to which the Global Fund is a party or by
which it or its property is bound; (e) to the knowledge of such counsel, no
consent, approval, authorization or order of any court or governmental authority
of the United States or state of Maryland is required for the consummation by
the Global Fund of the actions contemplated herein, except such as have been
obtained under the 1933 Act, the 1934 Act and the 1940 Act, and such as may be
required under state securities laws; (f) only insofar as they relate to the
Global Fund, the descriptions in the Proxy Statement of statutes, legal and
governmental proceedings, investigations, orders, decrees or judgments of any
court or governmental body in the United States and contracts and other
documents, if any, are accurate and fairly present the information required to
be shown; (g) such counsel does not know of any legal, administrative or
governmental proceedings, investigation, order, decree or judgment of any court
or governmental body, only insofar as they relate to the Global Fund or its
assets or properties, pending, threatened or otherwise existing on or before the
effective date of the N-14 Registration Statement or the Closing Date, which are
required to be described in the N-14 Registration Statement or to be filed as
exhibits to the N-14 Registration Statement which are not described and filed as
required; (h) the Global Fund is registered as an investment company under the
1940 Act and its registration with the Commission as an investment company under
the 1940 Act is in full force and effect; (i) the Proxy Statement and the Global
Fund Registration Statement (except as to financial and statistical data
contained therein, as to which no opinion need be given) comply as to form in
all material respects with the requirements of the 1933 Act, the 1934 Act and
the 1940 Act and the rules and regulations thereunder; and (j) the Global Fund
Registration Statement is effective under the 1933 Act and the 1940 Act and no
stop-order suspending its effectiveness or order pursuant to section 8(e) of the
1940 Act has been issued.
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In addition, such counsel also shall state that they have participated
in conferences with officers and other representatives of the Global Fund at
which the contents of the Proxy Statement, the Global Fund Registration
Statement and related matters were discussed and, although they are not passing
upon and do not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Proxy Statement and the Global Fund
Registration Statement (except to the extent indicated in paragraph (i) of their
above opinion), on the basis of the foregoing (relying as to materiality to a
large extent upon the opinions and certificates of officers and other
representatives of the Global Fund), they do not believe that the Proxy
Statement and the Global Fund Registration Statement as of their respective
dates, as of the date of the Fund shareholders' meeting, and as of the Closing
Date, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein regarding the Global Fund or
necessary to make the statements therein regarding the Global Fund, in the light
of the circumstances under which they were made, not misleading.
Such opinion may state that such counsel does not express any opinion
or belief as to the financial statements or other financial data, or as to the
information relating to the Fund, contained in the Proxy Statement, N-14
Registration Statement or Global Fund Registration Statement, and that such
opinion is solely for the benefit of the Fund, its Directors and its officers.
Such counsel may rely as to matters governed by the laws of the state of
Maryland on an opinion of Maryland counsel and/or certificates of officers or
directors of the Global Fund. Such opinion also shall include such other matters
incident to the transaction contemplated hereby, as the Fund may reasonably
request.
In this paragraph 6.4, references to the Proxy Statement include and
relate only to the text of such Proxy Statement and not, except as specifically
stated above, to any exhibits or attachments thereto or to any documents
incorporated by reference therein.
7. Conditions Precedent to Obligations of the Global Fund
The obligations of the Global Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by the
Fund of all the obligations to be performed by it hereunder on or before the
Closing Date and, in addition thereto, the following conditions:
7.1. All representations and warranties of the Fund contained in this
Agreement shall be true and correct in all material respects as of the date
hereof and, except as they may be affected by the transactions contemplated by
this Agreement, as of the Closing Date with the same force and effect as if made
on and as of the Closing Date;
7.2. The Fund shall have delivered to the Global Fund a statement of
the Fund's assets and liabilities as of the Closing Date, certified by the
Treasurer or Assistant Treasurer of the Fund;
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7.3. The Fund shall have delivered to the Global Fund on the Closing
Date a certificate executed in its name by its President or Vice President and
its Treasurer or Assistant Treasurer, in form and substance satisfactory to the
Global Fund and dated as of the Closing Date, to the effect that the
representations and warranties of the Fund made in this Agreement are true and
correct at and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement, and as to such other matters as the
Global Fund shall reasonably request; and
7.4. The Global Fund shall have received on the Closing Date a
favorable opinion of Willkie Farr & Gallagher, counsel to the Fund, in a form
satisfactory to the Secretary of the Global Fund, covering the following points:
That (a) the Fund is a validly existing corporation and in good
standing under the laws of the State of Maryland and has the statutory power to
own all of its properties and assets and to carry on its business as a
registered investment company; (b) the Agreement has been duly authorized,
executed and delivered by the Fund and, assuming due authorization, execution
and delivery of the Agreement by the other parties hereto, is a valid and
binding obligation of the Fund enforceable against the Fund in accordance with
its terms, subject to the effect of bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws relating to or affecting
creditors' rights generally and to general equity principles; (c) the execution
and delivery of the Agreement did not, and the consummation of the transactions
contemplated hereby will not, result in a violation of the Fund's Charter or
By-Laws or a material violation of any provision of any agreement (known to such
counsel) to which the Fund is a party or by which it or its properties are bound
or, to the knowledge of such counsel, result in the acceleration of any
obligation or the imposition of any penalty, under any agreement, judgment or
decree to which the Fund is a party or by which it or its properties are bound,
(d) to the knowledge of such counsel, no consent, approval, authorization or
order of any court or governmental authority of the United States or state of
Maryland is required for the consummation by the Fund of the transactions
contemplated herein, except such as have been obtained under the 1933 Act, the
1934 Act and the 1940 Act, and such as may be required under state securities
laws; (e) the Proxy Statement (except as to financial and statistical data
contained therein, as to which no opinion need be given) comply as to form in
all material respects with the requirements of the 1934 Act and the 1940 Act and
the rules and regulations thereunder; (f) such counsel does not know of any
legal, administrative or governmental proceedings, investigation, order, decree
or judgment of any court or governmental body, only insofar as they relate to
the Fund or its assets or properties, pending, threatened or otherwise existing
on or before the effective date of the N-14 Registration Statement or the
Closing Date, which are required to be described in the N-14 Registration
Statement or to be filed as exhibits to the N-14 Registration Statement which
are not described and filed as required or which materially and adversely affect
the Fund's business; and (g) the Fund is registered as an investment company
under the 1940 Act and its
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registration with the Commission as an investment company under the 1940 Act is
in full force and effect.
Such counsel also shall state that they have participated in
conferences with officers and other representatives of the Fund at which the
contents of the Proxy Statement and related matters were discussed and, although
they are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Proxy Statement
(except to the extent indicated in paragraph (e) of their above opinion), on the
basis of the foregoing (relying as to materiality to a large extent upon the
opinions and certificates of officers and other representatives of the Fund),
they do not believe that the Proxy Statement as of its date, as of the date of
the Fund's shareholder meeting, and as of the Closing Date, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein regarding the Fund or necessary in the light of the circumstances
under which they were made, to make the statements therein regarding the Fund
not misleading.
Such opinion may state that such counsel does not express any opinion
or belief as to the financial statements or other financial data, or as to the
information relating to the Global Fund, contained in the Proxy Statement or
N-14 Registration Statement, and that such opinion is solely for the benefit of
the Global Fund and its directors and officers. Such opinion also shall include
such other matters incident to the transaction contemplated hereby as the Global
Fund may reasonably request.
In this paragraph 7.4, references to the Proxy Statement include and
relate only to the text of such Proxy Statement and not to any exhibits or
attachments thereto or to any documents incorporated by reference therein.
7.5. The Global Fund shall have received from PricewaterhouseCoopers
LLP a letter addressed to the Global Fund dated as of the effective date of the
N-14 Registration Statement in form and substance satisfactory to the Global
Fund, to the effect that:
(a) they are independent public accountants with respect to the Fund
within the meaning of the 1933 Act and the applicable regulations
thereunder;
(b) in their opinion, the financial statements and financial
highlights of the Fund included or incorporated by reference in the N-14
Registration Statement and reported on by them comply as to form in all
material aspects with the applicable accounting requirements of the 1933
Act and the rules and regulations thereunder; and
(c) on the basis of limited procedures agreed upon by the Global Fund
and the Fund and described in such letter (but not an examination in
accordance with generally accepted auditing standards), specified
information relating to the Fund appearing in the N-14 Registration
Statement and the Proxy Statement has been obtained from the accounting
records of such Fund or from schedules prepared by officers of the Fund
having responsibility for financial and reporting matters and such
information is in agreement with such records, schedules or computations
made therefrom.
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7.6. The Fund shall have delivered to the Global Fund, pursuant to
paragraph 4.1(f), copies of financial statements of the Fund as of and for the
fiscal year ended October 31, 1999.
7.7. The Global Fund shall have received from PricewaterhouseCoopers
LLP a letter addressed to the Global Fund and dated as of the Closing Date
stating that, as of a date no more than three (3) business days prior to the
Closing Date, PricewaterhouseCoopers LLP performed limited procedures and that
on the basis of those procedures it confirmed the matters set forth in paragraph
7.5.
7.8. The Board of Directors of the Fund, including a majority of the
directors who are not "interested persons" of the Fund (as defined by the 1940
Act), shall have determined that this Agreement and the transactions
contemplated hereby are in the best interests of the Fund and that the interests
of the shareholders in the Fund would not be diluted as a result of such
transactions, and the Fund shall have delivered to the Global Fund at the
Closing, a certificate, executed by an officer, to the effect that the condition
described in this subparagraph has been satisfied.
8. Further Conditions Precedent to Obligations of the Global Fund and
the Fund
If any of the conditions set forth below do not exist on or before the
Closing Date with respect to the Global Fund, the Fund shall, and if any of such
conditions do not exist on or before the Closing Date with respect to the Fund,
the Global Fund shall, at their respective option, not be required to consummate
the transactions contemplated by this Agreement.
8.1. The Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding Shares of
the Fund in accordance with the provisions of the Fund's Charter and applicable
law and certified copies of the votes evidencing such approval shall have been
delivered to the Global Fund.
8.2. On the Closing Date no action, suit or other proceeding shall be
pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein.
8.3. All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities (including those of
the Commission and of state blue sky and securities authorities, including
"no-action" positions of and exemptive orders from such federal and state
authorities) deemed necessary by the Global Fund or the Fund to permit
consummation, in all material respects, of the transactions contemplated hereby
shall have been obtained, except where failure to obtain any such consent, order
or permit would not involve a risk of a material adverse effect on the assets or
properties of the Global Fund or the Fund, provided that either party hereto may
for itself waive any of such conditions.
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8.4. The N-14 Registration Statement and the Global Fund Registration
Statement shall each have become or be effective under the 1933 Act and no stop
orders suspending the effectiveness thereof shall have been issued and, to the
best knowledge of the parties hereto, no investigation or proceeding for that
purpose shall have been instituted or be pending, threatened or contemplated
under the 1933 Act.
8.5. The parties shall have received a favorable opinion of Willkie
Farr & Gallagher, addressed to, and in form and substance satisfactory to, the
Fund and the Global Fund, substantially to the effect that for federal income
tax purposes:
(a) The transfer of all or substantially all of the Fund's assets in
exchange for the Global Fund Shares and the assumption by the Global Fund
of liabilities of the Fund, and the distribution of such Global Fund Shares
to shareholders of the Fund in exchange for their shares of the Fund, will
constitute a "reorganization" within the meaning of Section 368(a) of the
Code, and the Global Fund and the Fund will each be a "party to a
reorganization" within the meaning of Section 368(b) of the Code;
(b) no gain or loss will be recognized by the Global Fund on the
receipt of the assets of the Fund solely in exchange for the Global Fund
Shares and the assumption by the Global Fund of liabilities of the Fund;
(c) no gain or loss will be recognized by the Fund upon the transfer
of the Fund's assets to the Global Fund in exchange for the Global Fund
Shares and the assumption by the Global Fund of liabilities of the Fund or
upon the distribution of the Global Fund Shares to the Fund's shareholders
in exchange for their shares of the Fund;
(d) no gain or loss will be recognized by shareholders of the Fund
upon the exchange of their Fund shares for the Global Fund Shares or upon
the assumption by the Global Fund of liabilities of the Fund;
(e) the aggregate tax basis for the Global Fund Shares received by
each of the Fund's shareholders pursuant to the Reorganization will be the
same as the aggregate tax basis of the Fund Shares held by such shareholder
immediately prior to the Reorganization, and the holding period of the
Global Fund Shares to be received by each Fund shareholder will include the
period during which the Fund Shares exchanged therefor were held by such
shareholder (provided that the Fund Shares were held as capital assets on
the date of the Reorganization); and
(f) the tax basis of the Fund's assets acquired by the Global Fund
will be the same as the tax basis of such assets to the Fund immediately
prior to the Reorganization, and the holding period of the assets of the
Fund in the hands of the Global Fund will include the period during which
those assets were held by the Fund.
Notwithstanding anything herein to the contrary, neither the Global
Fund nor the Fund may waive the conditions set forth in this paragraph 8.5.
A-18
<PAGE>
9. Brokerage Fees and Expenses; Other Agreements
9.1. The Global Fund represents and warrants to the Fund, and the Fund
represents and warrants to the Global Fund, that there are no brokers or finders
or other entities to receive any payments in connection with the transactions
provided for herein.
9.2. CSAM or its affiliates agrees to bear the reasonable expenses
incurred in connection with the transactions contemplated by this Agreement,
whether or not consummated (excluding extraordinary expenses such as litigation
expenses, damages and other expenses not normally associated with transactions
of the type contemplated by this Agreement). These expenses consist of: (i)
expenses associated with preparing this Agreement, the N-14 Registration
Statement and expenses of the shareholder meetings; (ii) preparing and filing
the N-14 Registration Statement covering the Global Fund Shares to be issued in
the Reorganization; (iii) registration or qualification fees and expenses of
preparing and filing such forms, if any, necessary under applicable state
securities laws to qualify the Global Fund Shares to be issued in connection
with the Reorganization; (iv) postage; printing; accounting fees; and legal fees
incurred by the Global Fund and by the Fund in connection with the transactions
contemplated by this Agreement; (v) solicitation costs incurred in connection
with the shareholders meeting referred to in clause (i) above and paragraph 5.2
hereof and (vi) any other reasonable Reorganization expenses.
9.3. Any other provision of this Agreement to the contrary
notwithstanding, any liability of either Fund under this Agreement, or in
connection with the transactions contemplated herein with respect to such Fund,
shall be discharged only out of the assets of such Fund.
10. Entire Agreement; Survival of Warranties
10.1. The Global Fund and the Fund agree that neither party has made
any representation, warranty or covenant not set forth herein and that this
Agreement constitutes the entire agreement among the parties.
10.2. The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
11. Termination
11.1. This Agreement may be terminated at any time at or prior to the
Closing Date by: (1) mutual agreement of the Fund and the Global Fund; (2) the
Fund in the event the Global Fund shall, or the Global Fund, in the event the
Fund shall, materially breach any representation, warranty or agreement
contained herein to be performed at or prior to the Closing Date; or (3) the
Fund or the Global Fund in the event a condition herein expressed to be
precedent to the obligations of the terminating party or parties has not been
met and it reasonably appears that it will not or cannot be met within a
reasonable time.
A-19
<PAGE>
11.2. In the event of any such termination, there shall be no liability
for damages on the part of either the Global Fund or the Fund, or their
respective Directors or officers, to the other party or parties.
12. Amendments
This Agreement may be amended, modified or supplemented in writing in
such manner as may be mutually agreed upon by the authorized officers of the
Fund and the Global Fund; provided, however, that following the meeting of the
Fund's shareholders called by the Fund pursuant to paragraph 5.2 of this
Agreement no such amendment may have the effect of changing the provisions for
determining the number of the Global Fund Shares to be issued to the Fund's
Shareholders under this Agreement to the detriment of such shareholders without
their further approval.
13. Notices
13.1. Any notice, report, statement or demand required or permitted by
any provisions of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy or certified mail addressed to the Fund at:
466 Lexington Avenue
New York, NY 10017
Attention: Hal Liebes, Esq.
with a copy to:
Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
or to the Global Fund at:
466 Lexington Avenue
New York, NY 10017
Attention: Hal Liebes, Esq.
with a copy to:
Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
14. Headings; Counterparts; Governing Law; Assignment; Limitation of
Liability
14.1. The article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
A-20
<PAGE>
14.2. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
14.3. This Agreement shall be governed by and construed in accordance
with the laws of the State of Maryland.
14.4. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
[Signature page follows]
A-21
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its Chairman of the Board, President or Vice
President and attested to by its Secretary or Assistant Secretary.
WARBURG, PINCUS GLOBAL POST-VENTURE CAPITAL FUND, INC.
By:_____________________________________________________________________________
Name:
Title:
Attestation By:_________________________________________________________________
Name:
Title:
WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
By:_____________________________________________________________________________
Name:
Title:
Attestation By:_________________________________________________________________
Name:
Title:
Solely with respect to paragraph 9.2:
CREDIT SUISSE ASSET MANAGEMENT, LLC
By:_____________________________________________________________________________
Name:
Title:
Attestation By:_________________________________________________________________
Name:
Title:
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 10, 1999
Acquisition of the Assets of
WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
466 Lexington Avenue
New York, New York 10017
800-WARBURG
By and in Exchange for Shares of
WARBURG, PINCUS GLOBAL POST-VENTURE CAPITAL FUND, INC.
466 Lexington Avenue
New York, New York 10017
800-WARBURG
This Statement of Additional Information, relating
specifically to the proposed acquisition of all or substantially all of the
assets of Warburg, Pincus Post-Venture Capital Fund, Inc. (the "Fund") by
Warburg, Pincus Global Post-Venture Capital Fund, Inc. (the "Global Fund") in
exchange for shares of the Global Fund and the assumption by the Global Fund of
liabilities of the Fund, consists of this cover page, pro forma financial
statements of the Funds and the following described documents, each of which
accompanies this Statement of Additional Information and is incorporated herein
by reference.
1. Statement of Additional Information for the Global Fund, dated
February 22, 1999, as revised December 10, 1999.
2. Annual Reports of each Fund for the fiscal year ended October 31,
1998.
3. Semiannual Reports of each Fund for the six-month period ended
April 30, 1999.
This Statement of Additional Information is not a prospectus.
A Prospectus/Proxy Statement, dated December 10, 1999, relating to the
above-referenced matter may be obtained without charge by calling or writing the
Global Fund at the telephone number or address set forth above. This Statement
of Additional Information should be read in conjunction with the
Prospectus/Proxy Statement.
<PAGE>
FINANCIAL STATEMENTS
The Annual Report of the Fund and the Annual Report of the Global Fund,
each for the year ended October 31, 1998 and each including audited financial
statements, notes to the financial statements and report of the independent
auditors, are incorporated by reference herein. To obtain a copy of the Annual
Reports without charge, please call 800-WARBURG.
PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
The following tables set forth the unaudited pro forma condensed
Statement of Assets and Liabilities as of September 30, 1999, and the unaudited
pro forma condensed Statement of Operations for the eleven-month period ended
September 30, 1999 for the Fund and the Global Fund as adjusted giving effect to
the Reorganization.
PRO FORMA CONDENSED STATEMENT OF ASSETS AND LIABILITIES
AS OF SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
Global Fund Fund Adjustments
------------------------------- -------------------------------- ----------------
Cost Value Cost Value
--------------- ------------- --------------- ---------------
ASSETS
<S> <C> <C> <C> <C> <C>
Investments at
value 7,055,057 8,304,596 39,506,561 54,485,158
Receivable for fund
shares sold -- 15,000 -- 19,886
Cash -- 90,557 -- 1 36,938 (d)
Dividends, interest, and
reclaims
receivable 8,663 8,795 -- 24,116
Prepaid
organizational
cost -- 1,644 -- 36,938 (36,938)(d)
Other assets -- 192 -- 2,172 (2,172)(d)
------------ -------------
Total Assets 8,420,784 54,568,271
------------ -------------
LIABILITIES
Payable for
investments
purchased
unsettled 196,542 197,457 -- --
Capital Gain
Distribution
payable -- -- -- 13,593,021
Advisory fee
payable -- 3,816 -- 36,660
Distribution fee
payable -- 1,624 -- 11,080
Administration fee
payable -- -- -- 1,643
Sub-administration fee
payable -- 654 -- 4,641
Accrued expenses
payable -- 30,446 -- 34,835
------------ -------------
Total 233,996 88,858
Liabilities ------------ -------------
NET ASSETS 8,186,788 54,479,413
============ ==========
</TABLE>
(See Accompanying Notes to the Pro Forma Financial Statements)
-2-
<PAGE>
<TABLE>
<CAPTION>
Global Fund Pro Forma
----------------------------------------
Cost Value
---------------- --------------------
ASSETS
<S> <C> <C>
Investments at value 46,561,618 62,789,754
Receivable for fund shares sold -- 34,886
Cash -- 127,496
Dividends, interest, and reclaims receivable
8,663 32,911
Prepaid organizational cost -- 1,644
Other assets -- 192
-------------
Total Assets 62,986,883
-------------
LIABILITIES
Payable for investments purchased unsettled 196,542 197,457
Capital Gain Distribution payable -- 13,593,021
Advisory fee payable -- 40,475
Distribution fee payable -- 12,704
Administration fee payable -- 1,643
Sub-administration fee payable -- 5,295
Accrued expenses payable -- 65,268
----------
Total Liabilities 13,915,877
----------
NET ASSETS 49,071,006
==========
</TABLE>
<TABLE>
<CAPTION>
Global Fund
Global Fund Fund Adjustments Pro Forma
---------------- ------------- ----------------- ------------------
NET ASSETS
<S> <C> <C> <C> <C>
Capital stock, $0.001 par value 439 2,678 3,116
Paid-in capital 5,229,760 25,905,068 31,134,828
Undistributed NI (34,573) (824,362) 822,190 (36,745)
Accumulated net realized
loss from investments and
foreign currency related
transactions 1,742,404 14,417,383 (14,417,383) 1,742,404
Net realized appreciation on
investments and other, if any
1,248,757 14,978,646 16,227,403
---------- ----------- ----------- ----------
Net Assets $8,186,787 $54,479,413 49,071,006
========== =========== =========== =========
</TABLE>
<TABLE>
<CAPTION>
Global Fund
(Value) Fund (Value) Adjustments
---------------- ------------- -----------------
Common Class
<S> <C> <C> <C>
Net Assets 8,134,832 51,970,557 (13,039,636)
Shares outstanding 436,174 2,553,239 (465,780)
Net assets value, offering price and
redemption price per share 18.65 20.35
Advisor Class
Net Assets 51,955 2,508,856 (555,558)
Shares outstanding 2,808 125,206 (19,622)
Net assets value, offering price and
redemption price per share 18.50 20.04
</TABLE>
(See Accompanying Notes to the Pro Forma Financial Statements)
-3-
<PAGE>
<TABLE>
<CAPTION>
Global Fund Pro Forma (Value)
------------------------------------
Common Class
<S> <C>
Net Assets 47,065,753
Shares outstanding 2,523,633
Net assets value, offering price and
redemption price per share 18.65
Advisor Class
Net Assets 2,005,253
Shares outstanding 108,392
Net assets value, offering price and
redemption price per share 18.50
- ----------
</TABLE>
(See Accompanying Notes to the Pro Forma Financial Statements)
-4-
<PAGE>
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
FOR THE ELEVEN MONTH PERIOD ENDED SEPTEMBER 30, 1999 (UNAUDITED)
<TABLE>
<CAPTION>
Global Fund
Global Fund Fund Adjustments Pro Forma
-------------- ------------ ----------------- ------------------
Investment Income
<S> <C> <C> <C> <C>
Dividends 48,612 50,067 -- 98,679
Interest 9,304 114,976 -- 124,280
Partnership 0 (19,350) -- (19,350)
Foreign Taxes (2,703) 0 -- (2,703)
---------- ---------- --------- ----------
Total Investment Income 55,213 145,693 -- 200,906
---------- ---------- --------- ----------
Expenses
Investment advisory services 59,113 731,856 -- 790,969
12b-1 11,792 142,727 -- 154,519
Transfer agent 1,746 93,049 -- 94,795
Custodian 26,109 17,076 23,574 (a) 66,759
Administrative and accounting fees
11,395 61,975 11,730 (b) 85,100
Administrative services fees 4,729 58,548 -- 63,277
Blue sky 25,688 38,257 (23,688) (d) 38,257
Amortization of organization
costs 1,086 24,372 (24,372) (d) 1,086
Legal 10,870 17,675 (10,870) (c) 17,675
Directors fees 11,690 11,298 (11,298) (c) 11,690
Audit 7,794 11,357 (9,984) (c) 9,167
Printing 8,030 15,167 (8,030) (c) 15,167
Insurance expense 513 2,446 -- 2,959
Miscellaneous 2,999 7,884 (2,999) (c) 7,725
Shareholder servicing fees 59 7,289 -- 7,348
---------- ---------- -------- ----------
183,613 1,240,976 (57,937) 1,366,652
Less: Expenses waived and reimbursed by
CSAM/Warburg (99,879) (252,306) 57,937 (294,248)
Less: Expenses waived by PFPC (5,675) (18,976) -- (24,651)
---------- ---------- -------- ----------
Total Expenses 78,059 969,694 -- 1,047,753
---------- ---------- -------- ----------
Net Investment Income/(Loss) (22,846) (824,001) -- (846,847)
---------- ----------
Net Realized and Unrealized
Gain/(Loss) from Investments:
Net realized gain/(loss)
from security transactions 1,742,948 14,514,832 -- 16,257,780
Net realized foreign
exchange gain/(loss) (11,726) (362) -- (12,088)
Net change in unrealized
appreciation/(depreciation) from
investments
and foreign currency related items 994,457 3,037,414 -- 4,031,871
---------- ---------- -------- ----------
Net realized and unrealized
gain/(loss) from
investments and foreign currency
related items 2,725,679 17,551,884 -- 20,277,563
---------- ---------- -------- ----------
Net increase/(decrease) in net assets
resulting from operations 2,702,833 16,727,883 -- 19,430,716
========== ========== ======== ==========
</TABLE>
- ----------
(See Accompanying Notes to the Pro Forma Financial Statements)
-5-
<PAGE>
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Post-Venture Capital Fund
Notes to Pro Forma Financial Statements (unaudited)
September 30, 1999
1. Basis of Combination
The unaudited Pro Forma Combined Portfolio of Investments, Pro Forma
Combined Statement of Assets and Liabilities and Pro Forma Combined Statement of
Operations give effect to the proposed merger of the Warburg Pincus Post-Venture
Capital Fund ("Post-Venture Fund") into the Warburg Pincus Global Post-Venture
Capital Fund ("Global Fund"). The proposed merger will be accounted for by the
method of accounting for tax-free mergers of investment companies (sometimes
referred to as the pooling-of-interest basis). The merger provides for the
transfer of all or substantially all of the assets of the Post-Venture Fund to
the Global Fund in exchange for Global Fund Common Class and Advisor Class
shares, the distribution of such Global Fund Common Class shares to Common Class
shareholders of the Post-Venture Fund, and such Global Fund Advisor Class shares
to Advisor Class shareholders of the Post-Venture Fund, and the subsequent
liquidation of the Post-Venture Fund. The accounting survivor in the proposed
merger will be the Global Fund. This is because although the Post-Venture Fund
has the same investment objective as the Global Fund, the surviving fund will
invest in a style that is similar to the way in which the Global Fund is
currently operated. There are two significant differences in the way in which
the Global and Post-Venture Funds are managed: (1) the Global Fund may invest
without limit in foreign securities, while the Post-Venture Fund's foreign
investments are limited to 20% of assets; and (2) the Global Fund may (and
currently does) invest in emerging markets, while the Post-Venture Fund does
not.
The pro forma combined statements should be read in conjunction with
the historical financial statements of the constituent fund and the notes
thereto incorporated by reference in the Registration Statement filed on Form
N-14.
The Global Fund and Post-Venture Fund are both open-end, management
investment companies registered under the Investment Company Act of 1940, as
amended.
Pro Forma Adjustments:
The Pro Forma adjustments below reflect the impact of the merger between the
Post-Venture Fund and the Global Fund. The adjustments are based on the
following.
(a) Based on the contractual agreement with the custodian for the Global Fund.
(b) Based on the contractual agreement with the administrator for the Global
Fund.
(c) Assumes elimination of duplicate charges in combination, and reflects
management's estimates of combined pro-forma operations.
(d) To remove unamortized organizational costs and certain prepaid expenses
associated with the Post-Venture Fund, in the statement of assets and
liabilities, which will not be assumed by the Global Fund; and to reduce the
corresponding amortization on the statement of operations.
-6-
<PAGE>
Warburg Pincus Global Post-Venture Capital Fund
Warburg Pincus Post-Venture Capital Fund
Notes to Pro Forma Financial Statements (unaudited)
September 30, 1999
2. Summary of Significant Accounting Policies
Following is a summary of significant accounting policies which are
consistently followed by Global Fund/Post-Venture Fund in the preparation of its
financial statements. The policies are in conformity with generally accepted
accounting principles. Preparation of the financial statements includes the use
of management estimates. Actual results could differ from those estimates.
Security Valuation - Securities traded on a U.S. or foreign stock
exchange, or The Nasdaq Stock Market Inc. ("Nasdaq") system, are valued at the
last quoted sale price reported as of the close of regular trading on the
exchange the security is traded most extensively. If there is no such sale, the
security is valued at the calculated mean between the last bid and asked price
on the exchange. Securities not traded on an exchange or Nasdaq, but traded in
another over-the-counter market are valued at the average between the current
bid and asked price in such markets. Short-term obligations and commercial paper
are valued at amortized cost, which approximates market. Debt securities (other
than short-term obligations and commercial paper) are valued on the basis of
valuations furnished by a pricing service authorized by the Board of Directors
(the "Board"), which determines valuations based upon market transactions for
normal, institutional-size trading units of such securities. All other
securities are valued at their fair value as determined in good faith by the
Valuation Committee of the Board.
Security Transactions and Investment Income - Security transactions are
accounted for on the trade date. Dividend income is recorded on the ex-dividend
date, and interest income is accrued on a daily basis. Corporate actions,
including dividends, on foreign securities are recorded on the ex-dividend date.
If such information is not available on the ex-dividend date, corporate actions
are recorded as soon as reliable information is available from the Fund's
sources. Realized gains and losses from security transactions are calculated on
an identified cost basis.
Federal Income Taxes - Global Fund/Post-Venture Fund intends to qualify
for tax treatment applicable to regulated investment companies under the
Internal Revenue Code of 1986, as amended (the "Code"), and distribute all of
its taxable income to its shareholders. Therefore, no provision has been
recorded for Federal income or excise taxes.
Distributions to Shareholders - Distributions from net investment
income and net realized capital gains, if any, are declared in December.
-7-
<PAGE>
SCHEDULE OF INVESTMENTS
Portfolio of Investments at September 30, 1999 (Unaudited)
<TABLE>
<CAPTION>
Global Post-Venture
- -----------------------------------------------------------------------------------------------------------------
Security Name Shares Market Value
- --------------------------------------------------------------- -------------------------- ------------------
<S> <C> <C>
Amazon.com, Inc. + 800 63,800
America Online, Inc. + 500 52,000
Ben & Jerry's Homemade, Inc. Class A + 900 15,469
CIENA Corp. (Communications Equipment) 1,800 65,700
Cisco Systems, Inc. + 1,550 106,272
Citrix Systems, Inc. + 1,000 61,937
Concord Communications, Inc. 1,100 43,725
Gilat Satellite Networks + 1,000 53,625
JDS Uniphase Corp. 1,100 125,194
Lason Holdings, Inc. + 700 31,172
Maxim Integrated Products, Inc. + 600 37,856
MCI WorldCom, Inc. + 600 43,125
On Assignment, Inc. + 1,100 26,400
Outdoor Systems, Inc. + 2,062 73,716
Pinnacle Holdings, Inc. + 2,100 54,863
Premier Parks, Inc. + 1,800 52,200
QRS Corp. + 1,350 86,569
RBB Select Sweep 400,238 400,238
Saatchi & Saatchi PLC ADR 2,600 44,525
Salon.Com, Inc. + 3,200 15,800
Shaw Communications, Inc. Class B + 2,400 66,150
Staples, Inc. + 2,800 61,075
Verisign, Inc + 800 85,200
Vitesse Semiconductor Corp. + 900 76,838
Westwood One, Inc. 1,800 81,225
Women First Healthcare, Inc. + 3,900 27,544
Yahoo!, Inc. + 400 71,850
3i Group PLC 2,583 32,415
Alterra Healthcare Corp. 900 7,988
Amada Sonoike Co. Ltd. 9,000 22,401
Amada Wasino Co., Ltd. 19,000 22,664
Amdocs Ltd. + 1,560 32,760
Antenna TV SA 4,300 39,775
ANZoil NL + 350,400 33,159
Assante Corp. + 15,100 69,361
Atos SA 1,000 128,224
Audiocodes, Ltd. + 2,350 88,419
Backweb Technologies Ltd. + 4,300 73,100
Biora AB ADR + 10,200 105,825
Chapters Online, Inc. + 6,300 63,665
Corus Entertainment, Inc. 800 12,930
Cue Energy Resources NL + 197,400 9,018
Datapulse Technology, Ltd. 85,000 51,486
Diagonal PLC 21,700 109,000
Dinamia Capital Privado. Sociedad de Capital
Riesgo, S.A. + 15,000 161,345
Electronics Boutique PLC 100,600 154,081
EMAP PLC 3,720 50,360
Envoy Communications Group, Inc. + 6,700 30,092
Esat Telecom Group PLC ADR 3,300 131,175
Euro Currency 49,479 52,695
Fantastic Corp. + 1,500 82,270
Framtidsfabriken AB + 3,200 110,859
GFK AG + 7,500 188,902
GFT Ges Fuer Technologiecon + 1,200 61,215
Gretag Imaging Group + 425 47,865
Grupo Iusacell SA ADR Series V + 12,800 133,000
Hankuk Electric Glass Co., Ltd. + 1,100 58,777
Holmes Place PLC 19,233 97,558
(See Accompanying Notes to the Pro Forma Financial Statements)
-8-
<PAGE>
Global Post-Venture
- -----------------------------------------------------------------------------------------------------------------
Security Name Shares Market Value
- --------------------------------------------------------------- -------------------------- ------------------
Icon Medialab International AB 1,200 67,335
Institutional Money Market Trust 97,000 97,000
Itnet PLC + 8,300 65,954
Ixos Software AG + 6,300 201,600
Kungsleden AB + 10,500 81,974
Laurent-Perrier Group 1,700 61,556
Libertel NV (NLG) 5,400 97,478
Locazione Attrezzature SPA 97,200 97,927
Marbert AG 4,191 75,877
Meta4 NV + 1,300 17,998
Navision Software AS + 800 25,673
Nemic-Lambda K.K. 2,600 97,927
Network Appliance, Inc. + 1,400 100,275
Orbotech, Ltd. + 260 16,088
Ordina NV 3,760 86,093
P & I Personal & Informatik AG + 2,700 25,735
Pacific Internet, Ltd. (Singapore) 1,300 41,600
Pinkroccade NV + 1,100 31,630
PowderJect Pharmaceuticals PLC 10,000 122,529
Prima Inmobiliaria SA + 17,800 162,459
Research IN Motion, Ltd. + 7,370 228,700
Richland Petroleum Corp. + 24,300 66,972
Rogers Communications Incorporated - Class B + 4,900 82,862
Sage Group PLC 3,000 134,733
SAIA-Burgess Electronics AG + 130 38,119
Schroders PLC 3,800 79,229
Seagull Holding NV 5,700 84,986
SEAT Pagine Gialle SpA + 20,000 29,223
Sez Holding AG Class A 300 110,357
Shohkoh Fund & Co., Ltd. 120 89,605
SIVA-SGPS, S.A. 8,600 119,065
Swedish Krone 245 30
TAG Heuer International SA 1,020 144,444
Tandberg Television ASA + 7,700 85,420
Telegate AG + 1,000 30,459
The Exchange Holdings PLC 44,100 119,837
The Future Network PLC + 11,000 113,949
Trans Cosmos Inc. 700 87,445
Transportes Azkar SA + 11,500 113,043
Trigem Computer, Inc. 1,457 100,028
Trintech Group + 3,500 48,457
TTI Team Telecom International, Ltd. + 6,900 69,863
Unione Immobiliare SpA + 168,200 89,386
Venture Manufacturing 10,000 87,035
Versatel Telecom International NV + 6,800 73,867
Versus Technologies, Inc. + 12,875 78,416
Westjet Airlines, Ltd. + 23,000 237,906
8,304,596
(See Accompanying Notes to the Pro Forma Financial Statements)
-9-
<PAGE>
Post-Venture
- -----------------------------------------------------------------------------------------------------------------
Security Name Shares Market Value
- -----------------------------------------------------------------------------------------------------------------
Amazon.com, Inc. + 6,000 478,500
America Online, Inc. + 6,600 686,400
Ben & Jerry's Homemade, Inc. Class A + 24,200 415,938
CIENA Corp. + 14,300 521,950
Cisco Systems, Inc. + 35,310 2,420,942
Citrix Systems, Inc. + 16,900 1,046,744
Concord Communications, Inc. + 14,500 576,375
Gilat Satellite Networks + 22,600 1,211,925
JDS Uniphase Corp. + 14,500 1,650,281
Lason Holdings, Inc. + 18,000 801,562
Maxim Integrated Products, Inc. + 20,600 1,299,731
MCI WorldCom, Inc. + 9,500 682,813
On Assignment, Inc. + 20,100 482,400
Outdoor Systems, Inc. + 15,475 553,231
Pinnacle Holdings, Inc. + 30,100 786,363
Premier Parks, Inc. 35,400 1,026,600
QRS Corp. + 24,450 1,567,856
RBB Select Sweep 1,151,899 1,151,899
Saatchi & Saatchi PLC ADR 30,700 525,737
Salon.com, Inc. + 31,000 153,062
Shaw Communications, Inc. Class B + 31,100 857,194
Staples, Inc. + 35,100 765,619
Verisign, Inc + 9,000 958,500
Vitesse Semiconductor Corp. + 8,100 691,537
Westwood One, Inc.+ 13,650 615,956
Women First Healthcare, Inc. + 34,600 244,363
Yahoo! Inc. + 6,700 1,203,487
ACNielsen Corp. + 18,100 410,644
Ambac Financial Group, Inc. 17,000 805,375
AMFM, Inc. + 14,000 852,250
Amgen, Inc. + 8,000 652,000
AMVESCAP PLC ADR 18,560 759,800
At Home Corp. Series A + 15,200 629,850
BISYS Group, Inc. + 17,200 806,787
BMC Software, Inc. + 9,800 701,312
Boston Ventures L.P. 383,267 383,267
Carrier Access Corp. + 1,797 75,137
Central European Media Enterprises, Ltd.
Class A + 121,200 189,375
Central Newspapers, Inc. Class A + 30,000 1,335,000
Chaparral Resources, Inc. +* 5,556 54,861
Cooper Cameron Corp. + 19,100 721,025
Corus Entertainment, Inc. Class B + 10,366 167,536
Covad Communications Group, Inc.+ 10,900 475,172
DeVRY, Inc. + 48,300 966,000
Dial Corp. 25,200 642,600
Exodus Communications, Inc. + 22,300 1,606,994
Fairfield Communities, Inc. + 23,300 254,844
Flextronics International Ltd. + 15,900 925,181
Hispanic Broadcasting Corp. + 17,700 1,347,412
Intuit, Inc. + 12,500 1,095,703
KLA-Tencor Corp. + 12,100 786,500
Mamamedia, Inc. +* 92,592 499,997
Medimmune, Inc. 10,000 996,563
Nabors Industries, Inc. + 23,200 580,000
New Enterprise Associates L.P. 1,185,522 1,185,522
New York Restaurant Group, Inc. +* 77,720 749,998
Nextlink Communications, Inc. + 1,347 69,834
Oxford Health Plans, Inc. + 31,600 395,000
Petroleum Geo - Services + 41,300 787,281
Price T. Rowe Associates, Inc. 28,600 784,713
Ross Stores, Inc. 21,600 434,700
(See Accompanying Notes to the Pro Forma Financial Statements)
-10-
<PAGE>
Post-Venture
- -----------------------------------------------------------------------------------------------------------------
Security Name Shares Market Value
- -----------------------------------------------------------------------------------------------------------------
Scholastic Corp. + 23,700 1,185,000
Solectron Corp. + 11,100 797,119
Synopsys, Inc. + 8,100 454,866
U.S. Treasury Bill 65,000 64,485
U.S. Treasury Bill 115,000 112,219
U.S. Treasury Note 50,000 50,070
U.S. Treasury Note 260,000 261,153
UK Sterling 6 9
USA Networks, Inc. + 36,600 1,418,250
VERITAS Software Corp. + 13,400 1,017,562
Viatel, Inc. + 19,800 585,338
Women.Com Networks * 227,964 750,002
Women.Com Networks Series E * 15,675 156,750
Xilinx, Inc. + 17,200 1,127,137
54,485,158
(See Accompanying Notes to the Pro Forma Financial Statements)
-11-
<PAGE>
Combined Fund
- -------------------------------------------------------------------------------------------------------------------
Security Name Shares Market Value
- -------------------------------------------------------------------------------------------------------------------
Amazon.com, Inc. + 6,800 542,300
America Online, Inc. + 7,100 738,400
Ben & Jerry's Homemade, Inc. Class A + 25,100 431,407
CIENA Corp.+ 16,100 587,650
Cisco Systems, Inc. + 36,860 2,527,214
Citrix Systems, Inc. + 17,900 1,108,681
Concord Communications, Inc. + 15,600 620,100
Gilat Satellite Networks + 23,600 1,265,550
JDS Uniphase Corp. + 15,600 1,775,475
Lason Holdings, Inc. + 18,700 832,734
Maxim Integrated Products, Inc. + 21,200 1,337,587
MCI WorldCom, Inc. + 10,100 725,938
On Assignment, Inc. + 21,200 508,800
Outdoor Systems, Inc. + 17,537 626,947
Pinnacle Holdings, Inc. + 32,200 841,226
Premier Parks, Inc. 37,200 1,078,800
QRS Corp. + 25,800 1,654,425
RBB Select Sweep 1,552,137 1,552,137
Saatchi & Saatchi PLC ADR 33,300 570,262
Salon.com, Inc. + 34,200 168,862
Shaw Communications, Inc. Class B + 33,500 923,344
Staples, Inc. + 37,900 826,694
Verisign, Inc + 9,800 1,043,700
Vitesse Semiconductor Corp. + 9,000 768,375
Westwood One, Inc. + 15,450 697,181
Women First Healthcare, Inc. + 38,500 271,907
Yahoo! Inc. + 7,100 1,275,337
3i Group PLC 2,583 32,415
Alterra Healthcare Corp. 900 7,988
Amada Sonoike Co. Ltd. 9,000 22,401
Amada Wasino Co., Ltd. 19,000 22,664
Amdocs Ltd. + 1,560 32,760
Antenna TV SA 4,300 39,775
ANZoil NL + 350,400 33,159
Assante Corp. + 15,100 69,361
Atos SA 1,000 128,224
Audiocodes, Ltd. + 2,350 88,419
Backweb Technologies Ltd. + 4,300 73,100
Biora AB ADR + 10,200 105,825
Chapters Online, Inc. + 6,300 63,665
Corus Entertainment, Inc. 800 12,930
Cue Energy Resources NL + 197,400 9,018
Datapulse Technology, Ltd. 85,000 51,486
Diagonal PLC 21,700 109,000
Dinamia Capital Privado. Sociedad de Capital
Riesgo, S.A. + 15,000 161,345
Electronics Boutique PLC 100,600 154,081
EMAP PLC 3,720 50,360
Envoy Communications Group, Inc. + 6,700 30,092
Esat Telecom Group PLC ADR 3,300 131,175
Euro Currency 49,479 52,695
Fantastic Corp. + 1,500 82,270
Framtidsfabriken AB + 3,200 110,859
GFK AG + 7,500 188,902
GFT Ges Fuer Technologiecon + 1,200 61,215
Gretag Imaging Group + 425 47,865
Grupo Iusacell SA ADR Series V + 12,800 133,000
Hankuk Electric Glass Co., Ltd. + 1,100 58,777
Holmes Place PLC 19,233 97,558
Icon Medialab International AB 1,200 67,335
Institutional Money Market Trust 97,000 97,000
(See Accompanying Notes to the Pro Forma Financial Statements)
-12-
<PAGE>
Combined Fund
- -------------------------------------------------------------------------------------------------------------------
Security Name Shares Market Value
- -------------------------------------------------------------------------------------------------------------------
Itnet PLC + 8,300 65,954
Ixos Software AG + 6,300 201,600
Kungsleden AB + 10,500 81,974
Laurent-Perrier Group 1,700 61,556
Libertel NV (NLG) 5,400 97,478
Locazione Attrezzature SPA 97,200 97,927
Marbert AG 4,191 75,877
Meta4 NV + 1,300 17,998
Navision Software AS + 800 25,673
Nemic-Lambda K.K. 2,600 97,927
Network Appliance, Inc. + 1,400 100,275
Orbotech, Ltd. + 260 16,088
Ordina NV 3,760 86,093
P & I Personal & Informatik AG + 2,700 25,735
Pacific Internet, Ltd. (Singapore) 1,300 41,600
Pinkroccade NV + 1,100 31,630
PowderJect Pharmaceuticals PLC 10,000 122,529
Prima Inmobiliaria SA + 17,800 162,459
Research IN Motion, Ltd. + 7,370 228,700
Richland Petroleum Corp. + 24,300 66,972
Rogers Communications Incorporated - Class B + 4,900 82,862
Sage Group PLC 3,000 134,733
SAIA-Burgess Electronics AG + 130 38,119
Schroders PLC 3,800 79,229
Seagull Holding NV 5,700 84,986
SEAT Pagine Gialle SpA + 20,000 29,223
Sez Holding AG Class A 300 110,357
Shohkoh Fund & Co., Ltd. 120 89,605
SIVA-SGPS, S.A. 8,600 119,065
Swedish Krone 245 30
TAG Heuer International SA 1,020 144,444
Tandberg Television ASA + 7,700 85,420
Telegate AG + 1,000 30,459
The Exchange Holdings PLC 44,100 119,837
The Future Network PLC + 11,000 113,949
Trans Cosmos Inc. 700 87,445
Transportes Azkar SA + 11,500 113,043
Trigem Computer, Inc. 1,457 100,028
Trintech Group + 3,500 48,457
TTI Team Telecom International, Ltd. + 6,900 69,863
Unione Immobiliare SpA + 168,200 89,386
Venture Manufacturing 10,000 87,035
Versatel Telecom International NV + 6,800 73,867
Versus Technologies, Inc. + 12,875 78,416
Westjet Airlines, Ltd. + 23,000 237,906
ACNielsen Corp. + 18,100 410,644
Ambac Financial Group, Inc. 17,000 805,375
AMFM, Inc. + 14,000 852,250
Amgen, Inc. + 8,000 652,000
AMVESCAP PLC ADR 18,560 759,800
At Home Corp. Series A + 15,200 629,850
BISYS Group, Inc. + 17,200 806,787
BMC Software, Inc. + 9,800 701,312
Boston Ventures L.P. 383,267 383,267
Carrier Access Corp. + 1,797 75,137
Central European Media Enterprises, Ltd.
Class A + 121,200 189,375
Central Newspapers, Inc. Class A + 30,000 1,335,000
Chaparral Resources, Inc. +* 5,556 54,861
Cooper Cameron Corp. + 19,100 721,025
Corus Entertainment, Inc. Class B + 10,366 167,536
Covad Communications Group, Inc. + 10,900 475,172
DeVRY, Inc. + 48,300 966,000
Dial Corp. 25,200 642,600
(See Accompanying Notes to the Pro Forma Financial Statements)
-13-
<PAGE>
Combined Fund
- -------------------------------------------------------------------------------------------------------------------
Security Name Shares Market Value
- -------------------------------------------------------------------------------------------------------------------
Exodus Communications, Inc. + 22,300 1,606,994
Fairfield Communities, Inc. + 23,300 254,844
Flextronics International Ltd. + 15,900 925,181
Hispanic Broadcasting Corp. + 17,700 1,347,412
Intuit, Inc. + 12,500 1,095,703
KLA-Tencor Corp. + 12,100 786,500
Mamamedia, Inc. +* 92,592 499,997
Medimmune, Inc. 10,000 996,563
Nabors Industries, Inc. + 23,200 580,000
New Enterprise Associates L.P. 1,185,522 1,185,522
New York Restaurant Group, Inc. +* 77,720 749,998
Nextlink Communications, Inc. + 1,347 69,834
Oxford Health Plans, Inc. + 31,600 395,000
Petroleum Geo - Services + 41,300 787,281
Price T. Rowe Associates, Inc. 28,600 784,713
Ross Stores, Inc. 21,600 434,700
Scholastic Corp. + 23,700 1,185,000
Solectron Corp. + 11,100 797,119
Synopsys, Inc. + 8,100 454,866
U.S. Treasury Bill 65,000 64,485
U.S. Treasury Bill 115,000 112,219
U.S. Treasury Note 50,000 50,070
U.S. Treasury Note 260,000 261,153
UK Sterling 6 9
USA Networks, Inc. + 36,600 1,418,250
VERITAS Software Corp. + 13,400 1,017,562
Viatel, Inc. + 19,800 585,338
Women.Com Networks * 227,964 750,002
Women.Com Networks Series E * 15,675 156,750
Xilinx, Inc. + 17,200 1,127,137
62,789,754
</TABLE>
(See Accompanying Notes to the Pro Forma Financial Statements)
-14-
<PAGE>
THE ANNUAL REPORTS AND STATEMENT OF ADDITIONAL INFORMATION
OF THE GLOBAL FUND ARE INCORPORATED BY REFERENCE
TO ITS N-1A REGISTRATION STATEMENT (INVESTMENT
COMPANY ACT FILE NO. 811-07715)
-15-
<PAGE>
THE ANNUAL REPORTS AND STATEMENT OF ADDITIONAL INFORMATION
OF THE FUND ARE INCORPORATED BY REFERENCE
TO ITS N-1A REGISTRATION STATEMENT (INVESTMENT
COMPANY ACT FILE NO. 811-07327)
-16-
<PAGE>
