<PAGE>
WARBURG PINCUS SMALL COMPANY GROWTH FUND
Supplement to Prospectus dated June 30, 1997
Effective as of the close of the New York Stock Exchange, Inc. on
November 7, 1997 ("Closure"), Warburg Pincus Small Company Growth Fund (the
"Fund") will be closed to purchases by certain new investors. After Closure, the
sale of additional Fund shares will be limited to the following investors:
- persons who were both beneficial and record owners of Fund
shares at Closure;
- beneficial owners of Fund shares at Closure through accounts
maintained by intermediaries (such as brokerage firms and
other industry professionals) by arrangement with the Fund
and/or the Fund's distributor;
- new or existing clients of certain financial advisers and
planners who have at least one client that is a Fund
shareholder at Closure, including financial advisers and
planners who invest in the Fund through accounts maintained by
intermediaries (such as brokerage firms and other industry
professionals);
- a retirement plan, which is an owner of Fund shares at
Closure, purchasing Fund shares in the ordinary course of its
operations for the benefit of new or existing plan
participants;
- clients of the Fund's investment adviser (the "Adviser"); and
- directors, officers and employees of the Adviser and its
affiliates.
After Closure, distributions of dividends and capital gains will
continue to be reinvested unless a shareholder elects otherwise. The Fund may
reopen in the future depending on market conditions and other relevant
considerations.
Dated: November 4, 1997 WPSCG-16-1197
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WARBURG PINCUS SMALL COMPANY GROWTH FUND
(Advisor Shares)
Supplement to Prospectus dated June 30, 1997
Effective as of the close of the New York Stock Exchange, Inc. on
November 7, 1997 ("Closure"), Warburg Pincus Small Company Growth Fund (the
"Fund") will be closed to purchases by certain new investors. After Closure, the
sale of additional Fund shares will be limited to the following investors:
- persons who were both beneficial and record owners of Fund
shares at Closure;
- beneficial owners of Fund shares at Closure through accounts
maintained by intermediaries (such as brokerage firms and
other industry professionals) by arrangement with the Fund
and/or the Fund's distributor;
- new or existing clients of certain financial advisers and
planners who have at least one client that is a Fund
shareholder at Closure, including financial advisers and
planners who invest in the Fund through accounts maintained by
intermediaries (such as brokerage firms and other industry
professionals);
- a retirement plan, which is an owner of Fund shares at
Closure, purchasing Fund shares in the ordinary course of its
operations for the benefit of new or existing plan
participants;
- clients of the Fund's investment adviser (the "Adviser"); and
- directors, officers and employees of the Adviser and its
affiliates.
After Closure, distributions of dividends and capital gains will
continue to be reinvested unless a shareholder elects otherwise. The Fund may
reopen in the future depending on market conditions and other relevant
considerations.
Dated: November 4, 1997 ADSCG-16-1197
