RBB FUND INC, 497, 1995-03-06

RBB FUND INC
497, 1995-03-06

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<PAGE>
[LOGO]

PROSPECTUS

DECEMBER 28, 1994
AS REVISED FEBRUARY 21, 1995

[ ] WARBURG PINCUS GROWTH & INCOME FUND

[ ] WARBURG PINCUS BALANCED FUND

<PAGE>
WARBURG PINCUS GROWTH & INCOME FUND
WARBURG PINCUS BALANCED FUND

PROSPECTUS December 28, 1994 as revised February 21, 1995

The WARBURG PINCUS GROWTH & INCOME FUND (the 'Growth & Income Fund') and the
WARBURG PINCUS BALANCED FUND (the 'Balanced Fund') (collectively, the 'Funds')
consist of multiple classes of common stock of The RBB Fund, Inc. ('RBB'). RBB
is an open-end management investment company incorporated under the laws of the
State of Maryland on February 29, 1988 and currently operating or proposing to
operate nineteen separate investment portfolios. The shares of the classes
('Shares') offered by this Prospectus represent interests in the Funds.

The Growth & Income Fund's investment objective is to provide long-term growth
of capital and income and a reasonable current return. The Growth & Income Fund
seeks to achieve its objectives by investing primarily in equity securities, and
in various income producing securities including, but not limited to dividend
paying equity securities, fixed income securities and money market instruments.
The Growth & Income Fund may also purchase without limitation dollar-denominated
American Depository Receipts ('ADRs'). ADRs are issued by domestic banks and
evidence ownership of underlying foreign securities.

Each Fund offers two classes of shares. A class of common shares that is 'no
load' ('No Load Shares') is available (a) directly from the Funds' distributor,
Counsellors Securities Inc., ('Counsellors Securities') and (b) through various
brokerage firms, including Charles Schwab & Company, Inc. Mutual Fund
OneSource'tm' Program and Fidelity Brokerage Services, Inc. FundsNetwork'tm'
Program. See 'How to Purchase Shares.' No Load Shares of the Balanced Fund are
subject to a 12b-1 fee of .25% per annum. No Load Shares of the Growth & Income
Fund are not subject to a 12b-1 fee. The Series 2 Shares are available through
certain financial institutions ('Service Organizations'). The Series 2 Shares
are subject to a 12b-1 fee of up to .75% per annum for services provided to the
beneficial owners of such shares, which is the economic equivalent of a sales
charge.

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
INVESTMENTS IN SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.

This Prospectus contains information that a prospective investor needs to know
before investing. Please keep it for future reference. A Statement of Additional
Information, dated December 28, 1994, has been filed with the Securities and
Exchange Commission and is incorporated by reference in this Prospectus. It may
be obtained free of charge from RBB's distributor by calling (800) 257-5614.

- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

<PAGE>
FEE TABLE
SHAREHOLDER TRANSACTION EXPENSES*
ANNUAL FUND OPERATING EXPENSES AFTER EXPENSE REIMBURSEMENTS AND WAIVERS
<TABLE>
<CAPTION>
GROWTH & INCOME
FUND BALANCED FUND
------------------- -------------------
NO LOAD SERIES 2 NO LOAD SERIES 2
SHARES SHARES SHARES SHARES
------- -------- ------- --------

<S> <C> <C> <C> <C>
Management fees (after waivers)**....................................... .75% .75% .90% .90%
12b-1 fees (after waivers)**............................................ -- .75 .25 .75
Other Expenses (after waivers and reimbursements)....................... .53 .53 .45 .45
------- -------- ------- --------
Total Fund Operating Expenses (after waivers and reimbursements)........ 1.28% 2.03% 1.60% 2.10%
------- -------- ------- --------
------- -------- ------- --------
EXAMPLE
An investor would pay the following expenses on a $1,000 investment
in each of the Funds, assuming (1) a 5% annual return, and (2)
redemption at the end of each time period:

ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
------- -------- ------- --------
<S> <C> <C> <C> <C>

Growth & Income Fund
No Load Shares................................................ $ 13 $ 41 $ 70 $155
Series 2 Shares............................................... 21 64 109 236
Balanced Fund
No Load Shares................................................ 16 51 87 190
Series 2 Shares............................................... 21 66 113 243
</TABLE>

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* No sales charge is imposed upon the purchase of shares of the Funds. Thus,
the full amount of the purchase price of Fund shares will be invested at the
time of purchase or upon any other exchange of Shares of other Warburg Pincus
Funds without imposition of any sales charge.

** Management fees and 12b-1 fees are based on average daily net assets and are
calculated daily and paid monthly.

The caption 'Other Expenses' does not include extraordinary expenses as
determined by use of generally accepted accounting principles.

The Example in the Fee Table assumes that all dividends and distributions
are reinvested and that the amounts listed under 'Annual Fund Operating Expenses
After Expense Reimbursements and Waivers' remain the same as the years shown.
Certain broker-dealers and financial institutions also may charge their clients
fees in connection with investments in a Fund's shares, which fees are not
reflected in the table. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN. Long-term Shareholders of both classes of the Balanced Fund and Series 2
Shares of the Growth & Income Fund may pay more than the economic equivalent of
the maximum front-end sales charges permitted by the National Association of
Securities Dealers, Inc. (the 'NASD').

<PAGE>
The Fee Table is designed to assist an investor in understanding the
various costs and expenses that an investor in the Shares of the Funds will bear
directly or indirectly. (For more complete descriptions of the various costs and
expenses, see 'Management' and 'Distribution of Shares' below.) The expense
figures for the Growth & Income Fund are based upon fees and costs as of August
31, 1994. Expenses for the Balanced Fund have been restated from actual expenses
paid by such Fund during the year ended August 31, 1994 to reflect current
expense levels. In addition, the Fee Table reflects a voluntary assumption of
some of the additional expenses of the Balanced Fund by the investment adviser.
There can be no assurance that the investment adviser will continue to assume
such expenses. Assumption of additional expenses will have the effect of
lowering the Balanced Fund's overall expense ratios and increasing its yield to
investors. Absent such expense reimbursements, under current expense levels the
actual expenses paid by the Balanced Fund for the year ended August 31, 1994
would have been as follows:

ANNUAL FUND OPERATING EXPENSES BEFORE EXPENSE REIMBURSEMENTS AND WAIVERS

<TABLE>
<CAPTION>
BALANCED FUND
-------------------
NO LOAD SERIES 2
SHARES SHARES
------- --------

<S> <C> <C>
Management fees.......................................................... .90% .90%
12b-1 Fees............................................................... .25 .75
Other Expenses........................................................... 4.76 4.76
------- --------
Total Fund Operating Expenses............................................ 5.91% 6.41%
------- --------
------- --------
</TABLE>

The caption 'Other Expenses' does not include extraordinary expenses as
determined by use of generally accepted accounting principles.

OFFERING PRICES

Shares which represent interests in the Funds will be offered to the public
at the next determined net asset value after receipt of an order by the Funds.
See 'How to Purchase Shares.'

MINIMUM INITIAL AND SUBSEQUENT INVESTMENTS

The minimum initial investment for the Funds is $1,000. Subsequent
investments must be $100 or more. See 'How to Purchase Shares.'

EXCHANGES

Shares may be exchanged for Shares of other Warburg Pincus Funds at their
net asset value next determined after receipt by the Funds of an exchange
request. However, exchanges may not be effected between No Load Shares and
Series 2 Shares. No exchange fee is currently charged for exchanges. See 'How to
Redeem and Exchange Shares.'

REDEMPTION PRICE

Shares may be redeemed at any time at their net asset value next determined
after receipt by Warburg Pincus Funds of a redemption request. The Funds reserve
the right, upon 30 days written notice, to redeem an account in the Funds if the
total value of the investor's Shares in that account falls below $500 and is not
increased to at least such amount within such 30-day period. See 'How to Redeem
and Exchange Shares -- Redemption of Shares.'

RISK FACTORS

An investment in the Growth & Income or Balanced Funds is subject to
certain risks, as set

<PAGE>
forth in detail under 'Investment Objectives and Policies.' As with other mutual
funds, there can be no assurance that any Fund will achieve its objective. The
Funds, to the extent set forth under 'Investment Objectives and Policies,' may
engage in the following investment practices: the purchase of mortgage-related
securities, the lending of portfolio securities and engaging in options and
futures transactions, engaging in secured borrowings and investing in lower
rated fixed-income securities. High yield bonds are commonly referred to as
'junk bonds.' All of these transactions involve certain special risks, as set
forth under 'Investment Objectives and Policies.'

SHAREHOLDER INQUIRIES

Any questions or communications regarding a shareholder account should be
directed to Warburg Pincus Funds at 1-800-888-6878 and direct communications to
P.O. Box 9030 Boston, Massachusetts 02205-9030.

<PAGE>

<PAGE>
FINANCIAL HIGHLIGHTS

The table below sets forth certain information concerning the investment
results of the RBB classes representing interests in No Load Shares of the
Warburg Pincus Growth & Income and Balanced Funds, for the periods indicated.
The financial data included in this table for each of the years or periods ended
August 31, 1990 through 1994 are a part of RBB's financial statements for the
Funds which have been audited by Coopers & Lybrand L.L.P., RBB's independent
accountants, whose current report thereon appears in the Statement of Additional
Information along with the financial statements. The financial data for the
Funds for the period ended August 31, 1989 is part of previous financial
statements audited by Coopers & Lybrand L.L.P. Financial data is not provided
for the Series 2 Shares as those shares were not available to the public as of
August 31, 1994. The financial data included in this table should be read in
conjunction with the financial statements and related notes included in the
Statement of Additional Information.

THE RBB FUND, INC. WARBURG PINCUS GROWTH & INCOME FUND(d)
(for a share outstanding throughout each period)
<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED AUGUST ENDED AUGUST ENDED AUGUST ENDED AUGUST
31, 1994 31, 1993 31, 1992 31, 1991
--------------- --------------- --------------- ---------------

<S> <C> <C> <C> <C>
Net asset value, beginning of
period............................... $ 16.72 $ 11.99 $ 12.11 $ 11.00
--------------- --------------- --------------- ---------------
Income From Investment Operations:
Net investment income.............. 0.785 .0464 .1912 .3744
Net gains (losses) on securities
(both realized and unrealized)... 1.8151 4.8499 .0402 1.6891
--------------- --------------- --------------- ---------------
Total from investment operations... 1.8936 4.8963 .2314 2.0635
--------------- --------------- --------------- ---------------
Less Distributions
Dividends (from net investment
income).......................... (.0785) (.0875) (.1871) (.4043)
Distributions (from capital
gains)........................... (3.9751) (.0788) (.1643) (.5492)
--------------- --------------- --------------- ---------------
Total distributions................ (4.0536) (.1663) (.3514) (.9535)
--------------- --------------- --------------- ---------------
Net asset value, end of period........ $ 14.56 $ 16.72 $ 11.99 $ 12.11
--------------- --------------- --------------- ---------------
--------------- --------------- --------------- ---------------
Total Returns......................... 14.41% 41.17% 1.99% 19.91%
Ratios/Supplemental Data:
Net assets, end of period.......... $ 410,657,628 $60,689,379 $28,976,303 $24,725,586
Ratios of expenses to average net
assets........................... 1.28%(a) 1.14%(a) 1.25%(a) 1.30%(a)
Ratios of net investment income to
average net assets............... .41% .30% 1.66% 3.42%
Portfolio turnover rate............... 150% 344% 175% 41%

<CAPTION>
FOR THE PERIOD
OCTOBER 6, 1988
FOR THE YEAR (COMMENCEMENT
ENDED AUGUST OF OPERATIONS) TO
31, 1990 AUGUST 31, 1989
--------------- -----------------
<S> <C> <C>
Net asset value, beginning of
period............................... $ 11.53 $ 10.00
--------------- --------
Income From Investment Operations:
Net investment income.............. .3574 .3876
Net gains (losses) on securities
(both realized and unrealized)... (.1856) 1.4225
--------------- --------
Total from investment operations... .1718 1.8101
--------------- --------
Less Distributions
Dividends (from net investment
income).......................... (.3951) (.2833)
Distributions (from capital
gains)........................... (.3067) --
--------------- --------
Total distributions................ (.7018) (.2833)
--------------- --------
Net asset value, end of period........ $ 11.00 $ 11.53
--------------- --------
--------------- --------
Total Returns......................... 1.48% 18.48%(c)
Ratios/Supplemental Data:
Net assets, end of period.......... $ 1,396,198 $ 1,150,440
Ratios of expenses to average net
assets........................... 1.40%(a) 1.40%(a)(b)
Ratios of net investment income to
average net assets............... 3.32% 4.32%(b)
Portfolio turnover rate............... 98% 111%(c)
</TABLE>

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

(a) Without the waiver of advisory and administration fees and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Warburg Pincus Growth & Income Fund would have
been 1.28%, 1.14%, 1.28%, 2.17% and 3.81% for the years ended August 31,
1994, 1993, 1992, 1991 and 1990, respectively, and 2.82% annualized for the
period ended August 31, 1989.

(b) Annualized.

(d) Formerly the Equity Growth & Income Portfolio. Prior to October 1, 1993,
the Fund was advised by PNC Institutional Management Corporation.

<PAGE>
THE RBB FUND, INC. WARBURG PINCUS BALANCED FUND(e)
(for a share outstanding throughout each period)
<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR FOR THE YEAR FOR THE YEAR
ENDED AUGUST ENDED AUGUST ENDED AUGUST ENDED AUGUST
31, 1994 31, 1993 31, 1992 31, 1991
--------------- --------------- --------------- ---------------

<S> <C> <C> <C> <C>
Net asset value, beginning of
period............................... $ 11.71 $ 12.04 $ 12.05 $ 10.60
------- ------- --------------- ---------------
Income from Investment Operations
Net investment income.............. .4132 .5555 .4408 .4213
Net gains (losses) on securities
(both realized and unrealized)... .3248 1.1253 .5155 1.7196
------- ------- --------------- ---------------
Total from Investment Operations... .7380 1.6808 .9563 2.1409
------- ------- --------------- ---------------
Less Distributions
Dividends (from net investment
income).......................... (.4586) (.5412) (.3713) (.4128)
Distributions (from capital
gains)........................... (.9794) (1.4696) (.5950) (.2781)
------- ------- --------------- ---------------
Total Distributions................ (1.4380) (2.0108) (.9663) (.6909)
------- ------- --------------- ---------------
Net asset value, end of period........ $ 11.01 $ 11.71 $ 12.04 $ 12.05
------- ------- --------------- ---------------
------- ------- --------------- ---------------
Total Return.......................... 6.86%(b) 15.27%(b) 8.07%(b) 21.18%(b)
Ratios/Supplemental Data
Net assets, end of period.......... $ 808,028 $ 761,817 $ 1,026,223 $ 1,290,340
Ratios of expenses to average net
assets........................... 0%(a) 0%(a) .67%(a) 1.40%(a)
Ratios of net investment income to
average net assets............... 3.76% 4.13% 3.68% 3.58%
Portfolio turnover rate............ 32% 30% 93% 76%

<CAPTION>
FOR THE PERIOD
OCTOBER 6, 1988
FOR THE YEAR (COMMENCEMENT
ENDED AUGUST OF OPERATIONS) TO
31, 1990 AUGUST 31, 1989
--------------- -----------------
<S> <C> <C>
Net asset value, beginning of
period............................... $ 11.32 $ 10.00
--------------- --------
Income from Investment Operations
Net investment income.............. .4080 .4371
Net gains (losses) on securities
(both realized and unrealized)... (.2785) 1.2239
--------------- --------
Total from Investment Operations... .1295 1.6610
--------------- --------
Less Distributions
Dividends (from net investment
income).......................... (.4296) (.3419)
Distributions (from capital
gains)........................... (.4199) --
--------------- --------
Total Distributions................ (.8495) (.3419)
--------------- --------
Net asset value, end of period........ $ 10.60 $ 11.32
--------------- --------
--------------- --------
Total Return.......................... 1.09%(b) 17.03%(b)(d)
Ratios/Supplemental Data
Net assets, end of period.......... $ 1,372,774 $ 1,127,714
Ratios of expenses to average net
assets........................... 1.40%(a) 1.40%(a)(c)
Ratios of net investment income to
average net assets............... 3.80% 4.90%(c)
Portfolio turnover rate............ 95% 35%(d)
</TABLE>

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

(a) Without the waiver of advisory and administration fees and without the
reimbursement of certain operating expenses, the ratios of expenses to
average net assets for the Balanced Fund would have been 5.46%, 5.37%,
3.88%, 3.89% and 3.76% for the years ended August 31, 1994, 1993, 1992,
1991 and 1990, respectively, and 2.83% annualized for the period ended
August 31, 1989.

(b) Sales load not reflected in total return. The sales load was eliminated
effective August 31, 1994.

(d) Not Annualized.

(e) Formerly the RBB Balanced Portfolio. Prior to October 1, 1994, the Fund was
advised by PNC Institutional Management Corporation.

<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

GROWTH & INCOME FUND

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

The Growth & Income Fund may invest up to 10% of its total assets in
securities of foreign issuers. Investing in securities of foreign issuers
involves considerations not typically associated with investing in securities of
companies organized and operated in the U.S. Foreign securities generally are
denominated and pay dividends or interest in foreign currencies. The Growth &
Income Fund may hold from time to time various foreign currencies pending their
investment in foreign securities or their conversion into U.S. dollars. The
value of the assets of the Growth & Income Fund as measured in U.S. dollars may
therefore be affected favorably or unfavorably by changes in exchange rates.
There may be less publicly available information concerning foreign issuers than
is available with respect to U.S. issuers. Foreign securities may not be
registered with the U.S. Securities and Exchange Commission, and generally,
foreign companies are not subject to uniform accounting, auditing and financial
reporting requirements comparable to those applicable to U.S. issuers. See
'Investment Objectives and Policies -- Foreign Securities' in the Statement of
Additional Information.

ILLIQUID SECURITIES. The Growth & Income Fund will not invest more than 15% of
its net assets in illiquid securities, including securities that are illiquid by
virtue of the absence of a readily available market or legal or contractual
restrictions on resale. Securities that have legal or contractual restrictions
on resale but have a readily available market are not deemed illiquid for
purposes of this limitation. The Growth & Income Fund's adviser will monitor the
liquidity of such restricted securities under the supervision of the investment
adviser and the Board of Directors. See 'Investment Objectives and
Policies -- Illiquid Securities' in the Statement of Additional Information.

OPTIONS AND FUTURES CONTRACTS. The Growth & Income Fund may write covered call
options, buy put options, buy call options and write put options, without
limitation except as noted in this paragraph. Such options may relate to
particular securities or to various indexes and may or may not be listed on a
national securities
7

<PAGE>

exchange and issued by the Options Clearing Corporation. The Growth & Income
Fund may also invest in futures contracts and options on futures contracts
(index futures contracts or interest rate futures contracts, as applicable) for
hedging purposes or for other purposes so long as aggregate initial margins and
premiums required for non-hedging positions do not exceed 5% of its net assets,
after taking into account any unrealized profits and losses on any such
contracts it has entered into. However, the Growth & Income Fund may not write
put options or purchase or sell futures contracts or options on futures
contracts to hedge more than its total assets unless immediately after any such
transaction the aggregate amount of premiums paid for put options and the amount
of margin deposits on its existing futures positions do not exceed 5% of its
total assets.

Options trading is a highly specialized activity which entails greater than
ordinary investment risks. A call option for a particular security gives the
purchaser of the option the right to buy, and a writer the obligation to sell,
the underlying security at the stated exercise price at any time prior to the
expiration of the option, regardless of the market price of the security. The
premium paid to the writer is in consideration for undertaking the obligations
under the option contract. A put option for a particular security gives the
purchaser the right to sell the underlying security at the stated exercise price
at any time prior to the expiration date of the option, regardless of the market
price of the security. In contrast to an option on a particular security, an
option on an index provides the holder with the right to make or receive a cash
settlement upon exercise of the option. The amount of this settlement will be
equal to the difference between the closing price of the index at the time of
exercise and the exercise price of the option expressed in dollars, times a
specified multiple.

The Growth & Income Fund will engage in unlisted over-the-counter options
only with broker/dealers deemed creditworthy by Adviser. Closing transactions in
certain options are usually effected directly with the same broker/dealer that
effected the original option transaction. The Growth & Income Fund bears the
risk that the broker/dealer will fail to meet its obligations. There is no
assurance that the Growth & Income Fund will be able to close an unlisted option
position. Furthermore, unlisted options are not subject to the protections
afforded purchasers of listed options by the Options Clearing Corporation, which
performs the obligations of its members who fail to do so in connection with the
purchase or sale of options.

To enter into a futures contract, the Growth & Income Fund must make a
deposit of an initial margin with its custodian in a segregated account in the
name of its futures broker. Subsequent payments to or from the broker, called
variation margin, will be made on a daily basis as the price of the underlying
security or index fluctuates, making the long and short positions in the futures
contracts more or less valuable.

The risks related to the use of options and futures contracts include: (i)
the correlation between movements in the market price of a portfolio's
investments (held or intended for purchase) being hedged and in the price of the
futures contract or option may be imperfect; (ii) possible lack of a liquid
secondary market for closing out options or futures positions; (iii) the need
for additional portfolio management skills and techniques; and (iv) losses due
to unanticipated market movements. Successful use of options and futures by the
Growth & Income Fund is subject to the Adviser's ability to correctly predict
movements in the direction of the market. For example, if the Growth & Income
Fund uses future contracts as a hedge against the possibility of a decline in
the market adversely affecting securities held by it and securities prices
increase instead, the Growth & Income Fund will lose part or all of the benefit
of the increased value of its securities which it has hedged because it will

have approximately equal offsetting losses in its futures positions. The risk

<PAGE>

of loss in trading futures contracts in some strategies can be substantial, due
both to the low margin deposits required, and the extremely high degree of
leverage involved in future pricing. As a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss or
gain to the investor. Thus, a purchase or sale of a futures contract may result
in losses or gains in excess of the amount invested in the contract. For a
further discussion see 'Investment Policies' in the Statement of Additional
Information.

PORTFOLIO TURNOVER. The Growth & Income Fund will effect portfolio transactions
without regard to holding period, if, in its judgment, such transactions are
advisable in light of general market, economic or financial conditions. As a
result, the Fund may engage in a substantial number of portfolio transactions
which could cause the portfolio turnover rate to exceed 100%, although under
normal conditions the Growth & Income Fund does not anticipate that its annual
portfolio turnover rate will exceed 100%. However, it is impossible to predict
portfolio turnover rates. The portfolio turnover rate is calculated by dividing
the lesser of the Fund's annual sales or purchases of portfolio securities
(exclusive of purchases or sales of securities whose maturities at the time of
acquisition were one year or less) by the monthly average value of the
securities in the Fund during the year.

The anticipated portfolio turnover rate for the Growth & Income Fund is
greater than that of many other investment companies. A higher than normal
portfolio turnover rate may affect the degree to which the Fund's net value
fluctuates. Higher portfolio turnover rates are likely to result in
comparatively greater brokerage commissions. In addition, short-term gains
realized from portfolio transactions are taxable to shareholders as ordinary
income. The amount of portfolio activity will not be a limiting factor when
making portfolio decisions. See Statement of Additional Information 'Fund
Transactions' and 'Taxes.'

TEMPORARY DEFENSIVE MEASURES. The Growth & Income Fund reserves the right to
hold, as a temporary defensive measure, cash and eligible, U.S.
dollar-denominated money market instruments, as well as securities subject to
repurchase agreements. The Growth & Income Fund's adviser will determine when
market conditions warrant temporary defensive measures.

The Growth & Income Fund's investment objectives and the policies described
above may be changed by RBB's Board of Directors without the affirmative vote of
the holders of a majority of the outstanding Shares representing interests in
The Growth & Income Fund. Such changes may result in the Growth & Income Fund
having investment objectives which differ from those an investor may have
considered at the time of investment. There is no assurance that the Growth &
Income Fund's investment objective will be achieved.

BALANCED FUND

The Balanced Fund's investment objective is to maximize total return
through a combination of long-term growth of capital and current income
consistent with preservation of capital. The Balanced Fund seeks to achieve this
objective through a policy of diversified investment in common stocks, preferred
stocks, debt securities, preferred stocks and debt securities which are
convertible into common stocks, and government corporate, bank and commercial
obligations. At all times, the Balanced Fund will have a minimum of 25% of its
assets in stocks and minimum of 25% in fixed income securities. Compliance with
such percentage requirement may limit the ability of the Balanced Fund to
maximize total return. With respect to convertible senior securities, only that
portion of the value of such securities attributable to their fixed income
characteristics will be used for purposes of determining the percentage of the
assets of the Balanced

<PAGE>

Fund that are invested in fixed-income senior securities. The actual percentage
of assets invested in equity and fixed-income securities will vary from time to
time, depending on the judgment of the sub-adviser as to general market and
economic conditions, trends and yields and interest rates and changes in fiscal
and monetary policies.

MULTI-MANAGER APPROACH. The Balanced Fund will be managed by a team of senior
managers of the investment adviser, Warburg, Pincus Counsellors, Inc. ('WPC').
Six of the managers will be dedicated to managing portions of the Balanced Fund
allocated to equities; one manager will select and manage the fixed income
securities which comprise the fixed income portion of the Balanced Fund. Dale C.
Christensen and Anthony G. Orphanos, Managing Directors of WPC, will be
designated overall portfolio strategists and will be responsible for determining
the portion of the Balanced Fund to be allocated between equity and fixed income
securities, and the allocation among the various equity sectors.

Equity Investment. Each of the equity portfolio managers will manage an
allocated portion of the equity holdings of the Balanced Fund; each manager will
manage his/her portion with a different investment emphasis or approach, but
consistent with the overall objective of long-term growth of capital for the
Balanced Fund's common stock portion.

The four areas represented by the equity portfolio managers are: (1) U.S.
Value Sector, managed by Anthony G. Orphanos, will invest primarily in stocks
whose acquisition price represents low absolute or relative value, based on
historical and financial analysis, and compared to other stocks and sectors of
the Standard & Poor's 500 universe of common stocks and other indices. (2) U.S
Small Company Sector, managed by Elizabeth B. Dater and Stephen J. Lurito, will
invest primarily in common stocks and warrants of small capitalization and
emerging growth U.S. companies that represent attractive opportunities for
maximum capital appreciation. Emerging growth companies are small and
medium-sized companies that have passed their start up phase and that show
positive earnings and prospects for achieving significant profit and gain in a
relatively short period of time. (3) U.S. Mid-Cap Sector, managed by George U.
Wyper and Susan L. Black, will invest primarily in a diversified portfolio of
common stocks, warrants and securities convertible into or exchangeable for
common stock securities of domestic companies which have market capitalizations
in the $660 million to $13.8 billion range, commonly referred to as middle
capitalization or 'mid-cap,' and includes a potential universe of companies in
such indices as the Russell Midcap Index and Standard & Poor's Midcap 400 Index.
The portfolio manager will attempt to identify sectors of the market and
companies within market sectors that he believes will outperform the overall
market. And, (4) International Equity Sector, managed by Richard H. King and
Nicholas P.W. Horsley, will invest primarily in a broadly diversified portfolio
of equity securities of companies that, wherever organized, have their principal
business activities and interests outside the United States. The international
equity managers intend to invest principally in the securities of financially
strong companies with opportunities for growth within growing international
economies and markets through increased earnings power and improved utilization
or recognition of assets. Investments may be made in equity securities of
companies of any size, whether traded on or off a national securities exchange.
Investments in foreign securities involve risks not otherwise associated with
investments in domestic securities, including risks of currency fluctuations,
tax or excessive government regulation, and political instability.

Fixed Income Investment. The fixed income portion, managed by Mr.
Christensen, will invest primarily in debt instruments such as corporate
obligations, U.S. Government obligations, municipal obligations and
mortgage-related debt securities.

<PAGE>
CORPORATE OBLIGATIONS. The Balanced Fund may invest in debt obligations of
corporations, such as corporate bonds, debentures, debentures convertible into
common stocks, and notes, which, at the time of purchase for the Fund, are rated
'AAA,' 'AA' or 'A' by Standard & Poor's Corporation ('S&P') or 'Aaa,' 'Aa' or
'A,' by Moody's Investors Service, Inc. ('Moody's'). These ratings are described
in the Appendix to this Prospectus. The Balanced Fund may also purchase debt
obligations which are unrated at the time of purchase provided they are
determined by the Fund's adviser to be of comparable quality to rated
obligations pursuant to guidelines approved by RBB's Board of Directors. Such
obligations may include dollar-denominated debt obligations of foreign issuers.

In selecting debt securities for the Balanced Fund, the adviser will review
and monitor the creditworthiness of each issuer and issue, in addition to
relying on ratings assigned by S&P or Moody's as indicators of quality. Interest
rate trends and specific developments which may affect individual issuers will
also be analyzed.

U.S. GOVERNMENT OBLIGATIONS. The Balanced Fund may purchase obligations issued
or guaranteed by the U.S. Government or its agencies or instrumentalities.
Obligations which may be so purchased include obligations of agencies and
instrumentalities of the U.S. Government which are supported by the full faith
and credit of the U.S. or by U.S. Treasury guarantees, such as securities of the
Government National Mortgage Association and the Federal Housing Authority, or
obligations supported by the right of the issuer to borrow from the U.S.
Treasury, such as securities of the Federal Home Loan Mortgage Corporation, or
obligations supported only by the credit of the agency or instrumentality
issuing the obligation, such as securities of the Federal National Mortgage
Association and the Federal Loan Banks.

'WHEN-ISSUED' SECURITIES. The Balanced Fund may purchase securities on a
'when-issued' basis. When-issued securities are securities purchased for
delivery beyond the normal settlement date at a stated price and yield. The
Balanced Fund will generally not pay for such securities or start earning
interest on them until they are received. Securities purchased on a when-issued
basis are recorded as an asset when the commitment is entered into and are
subject to changes in value prior to delivery based upon changes in the general
level of interest rates. The Balanced Fund expects that commitments to purchase
when-issued securities will not exceed 25% of the value of its total assets
absent unusual market conditions. The Balanced Fund does not intend to purchase
when-issued securities for speculative purposes but only in furtherance of its
investment objective.

MUNICIPAL OBLIGATIONS. When conditions warrant, the Balanced Fund may also
invest without limitation in Municipal Obligations, whether or not the income
thereon is exempt from regular Federal income tax, provided that the Municipal
Obligations are determined by the Fund's adviser to present minimal credit risks
and at the time of purchase are rated 'A' or higher by S&P or by Moody's in the
case of bonds, 'SP-1' by S&P or 'MIG-2' or higher by Moody's in the case of
notes, or 'VMIG-2' or higher by Moody's in the case of variable rate demand
notes, or if unrated, are determined by the adviser to be of comparable quality
pursuant to guidelines adopted by RBB's Board of Directors. For a more complete
discussion of Municipal Obligations, see 'Investment Objectives and
Policies -- Municipal Obligations' in the Statement of Additional Information.

MORTGAGE-RELATED DEBT SECURITIES. The Balanced Fund may purchase without
limitation mortgage-related debt securities. Such securities represent interests
in pools of mortgage loans to residential home buyers made by lenders such as
savings and loan institutions, mortgage bankers, commercial banks and others.
Pools of mortgage loans are assembled for sale to investors (such as the
Balanced Fund) by various governmental,

<PAGE>

government-related and private organizations. Mortgage-related securities may
include asset-backed securities which are backed by mortgages, installment sales
contracts, credit card receivables or other assets and collateralized mortgage
obligations ('CMOs') issued or guaranteed by U.S. Government agencies and
instrumentalities or issued by private companies. Purchasable mortgage-related
securities also include adjustable rate securities. The estimated life of an
asset-backed security varies with the prepayment experience with respect to the
underlying debt instruments. For this and other reasons, an asset-backed
security's stated maturity may be shortened, and the security's total return may
be difficult to predict precisely. Such difficulties are not expected, however,
to have a significant effect on the Balanced Fund since the remaining maturity
of any asset-backed security acquired will be 397 days or less.

Interests in pools of mortgage loans differ from other forms of debt
securities, which normally provide for periodic payment of interest in fixed
amounts with principal payments at maturity or specified call dates. Instead,
these securities will provide a monthly payment to the Balanced Fund which
consists of both interest and principal payments. In effect, these payments are
'pass-throughs' of the monthly payments made by the individual borrowers on
their residential mortgage loans, net of any fees paid to the issuer or
guarantor of such securities. Additional payments to the Fund may be derived
from repayments of principal resulting from the sale of the underlying
residential property, refinancing or foreclosure, net of fees or costs which may
be incurred. Some mortgage-related securities are described as 'modified
pass-throughs.' These securities entitle the holder to receive all interest and
principal payments owed on the mortgage pool, net of certain fees, regardless of
whether or not the mortgagor actually makes the payment.

The average life of mortgage-related securities varies with the maturities
of the underlying mortgage instruments. In addition, prepayments of the
mortgages included in the underlying mortgage pool will usually result in the
return of the greatest part of principal invested well before the maturity of
the mortgages in the pool. The volume of such prepayments of principal in a
given pool will influence the actual yield of mortgage-related securities, and
principal returned to the Balanced Fund as a holder of such securities may be
reinvested in instruments whose yield may be higher or lower than that which
might have been obtained had such prepayments not occurred. When interest rates
are decreasing, such prepayments usually increase, thereby reducing the average
life of a pool. As a result, the reinvestment of such principal prepayments will
be at a lower rate than that on the original mortgage-related security, and thus
the Balanced Fund's yield will be lower. In addition, when interest rates are
decreasing, the value of mortgage-related securities may not increase as much as
the value of other debt securities. In quoting yields for mortgage-related
securities, the standard practice is to assume that the securities will have a
12-year life. As previously noted,however, the life of individual pools may
differ widely and the actual yield earned on mortgage-related securities may
differ significantly from the estimated yield based on the 12-year life
assumption.

The principal governmental guarantor of mortgage-related securities is the
Government National Mortgage Association ('GNMA'). GNMA is a wholly owned U.S.
Government corporation within the U.S. Department of Housing and Urban
Development. Pass-through securities issued by GNMA are guaranteed by the full
faith and credit of the U.S. Government as to the timely payment of principal
and interest. The Federal National Mortgage Association ('FNMA') is a
government-sponsored corporation owned entirely by private stockholders.
Pass-through securities issued by FNMA are guaranteed as to timely payment of
principal and interest by FNMA but are not backed by the full

<PAGE>

faith and credit of the U.S. Government. The Federal Home Loan Mortgage
Corporation ('FHLMC') is a government-sponsored corporation owned entirely by
private stockholders. FHLMC issues Participation Certificates ('Pcs') which
represent interests in mortgages from FHLMC's national portfolio. FHLMC
guarantees the timely payment of interest and ultimate collection of principal
but Pcs are not backed by the full faith and credit of the U.S. Government.

Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through pools of conventional residential mortgage loans. Such issuers may
in addition be the originators of the underlying mortgage loans as well as the
guarantors of the mortgage-related securities. Pools created by such
non-governmental issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government guarantees of payments in the former pools. However, timely payment
of interest and principal of these pools is supported by various forms of
insurance or guarantees, including individual loan and pool insurance. The
insurance and guarantees are issued by government entities, private insurers and
the mortgage poolers. Such insurance and guarantees and the creditworthiness of
the issuers thereof will be considered in determining whether a mortgage-related
security meets the Balanced Fund's investment quality standards. Private
insurers provide less assurance than government or government-related insurers
that they will be able to meet their obligations. The Balanced Fund may buy
mortgage-related securities without insurance or guarantees if, through an
examination of the financial condition and business history of the pooler,
including among other things the pooler's loan experience, profitability,
capital adequacy, liquidity, foreign exposure, and management, the Balanced
Fund's adviser determines that the pooler is creditworthy. Although the market
for such securities is becoming increasingly liquid, securities issued by
certain private organizations may not be readily marketable.

Corporations that are government owned, government-related or are private
mortgage poolers may create mortgage loan pools offering pass-through
investments in addition to those described above. The mortgages underlying these
securities may be mortgage instruments whose principal or interest payments may
vary or whose terms to maturity may differ from customary long-term fixed rate
mortgages. As new types of mortgage-related securities are developed and offered
to investors, the Balanced Fund's adviser will consider making investments in
such new types of securities consistent with the Balanced Fund's investment
objectives and policies and with due regard to those quality and credit
standards, which, in the adviser's view, are applicable to such investments.

WARRANTS. The Balanced Fund may purchase warrants provided that they are
attached to securities that may otherwise be purchased by the Fund.

ILLIQUID SECURITIES. The Balanced Fund will not invest more than 15% of its net
assets in illiquid securities. See 'Investment Objectives and Policies -- Growth
& Income Fund -- Illiquid Securities' above, and 'Investment Objectives and
Policies -- Illiquid Securities' in the Statement of Additional Information.

PORTFOLIO TURNOVER. The Balanced Fund will effect portfolio transactions without
regard to holding period, if, in its judgment, such transactions are advisable
in light of general market, economic or financial conditions. As a result, the
Fund may engage in a substantial number of portfolio transactions. Moreover, due
to the reconfiguration of the Balanced Fund's portfolio occasioned by the change
in investment advisors in September, 1994, the portfolio turnover rates for both
the debt and equity portions of the Balanced Fund are likely to exceed 150% in
the current fiscal year. In the absence of these
13

<PAGE>

unusual and isolated circumstances, the Balanced Fund anticipates that, under
normal conditions, its annual portfolio turnover rate should not exceed 100% for
the equity portion and 100% for the fixed income portion. However, it is
impossible to predict portfolio turnover rates.

The anticipated portfolio turnover rate for the debt and equity portions of
the Balanced Fund are greater than that of many other investment companies. For
a discussion of the effects of higher portfolio turnover rates, see 'Investment
Objectives and Policies -- Growth & Income Fund -- Portfolio Turnover.'

TEMPORARY DEFENSIVE MEASURES. The Balanced Fund also reserves the right, as a
temporary defensive measure, to purchase eligible, U.S. dollar-denominated money
market instruments and securities subject to repurchase agreements. The Fund's
adviser will determine when market conditions warrant temporary defensive
measures.

The investment objective and policies of the Balanced Fund described above may
be changed by RBB's Board of Directors without the approval of a majority of the
outstanding Shares representing interest in the Fund. Such changes may result in
the Fund having investment objectives which differ from those an investor may
have considered at the time of investment. There is no assurance that the
investment objective of the Balanced Fund will be achieved.

INVESTMENT LIMITATIONS

The Funds may not change the following investment limitations (with certain
exceptions, as noted below) without the affirmative vote of the holders of a
majority of a Fund's outstanding Shares. (A complete list of the investment
limitations that cannot be changed without such a vote of the shareholders is
contained in the Statement of Additional Information under 'Investment
Objectives and Policies.')

1. Purchase the securities of any one issuer, other than securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities, if
immediately after and as a result of such purchase more than 5% of the value of
a Fund's total assets would be invested in the securities of such issuer, or
more than 10% of the outstanding voting securities of such issuer would be owned
by a Fund, except that up to 25% of the value of a Fund's total assets may be
invested without regard to such limitations.

2. Purchase any securities which would cause, at the time of purchase, more
than 25% of the value of the total assets of a Fund to be invested in the
obligations of issuers in any industry, provided that there is no limitation
with respect to investments in U.S. Government obligations.

In addition, the Growth & Income Fund may not borrow money, except from
banks or by entering into reverse repurchase agreements for temporary purposes
and then in amounts not in excess of 10% of the value of the Fund's total assets
at the time of such borrowing, and only if after such borrowing there is asset
coverage of at least 300% for all borrowings of the Fund; or mortgage, pledge or
hypothecate any of its assets except in connection with any such borrowing or
reverse repurchase agreement and in amounts not in excess of the lesser of the
dollar amounts borrowed or 10% of the value of the Fund's total assets at the
time of such borrowing; or purchase portfolio securities while borrowings and
reverse repurchase agreements in excess of 5% of the Fund's net assets are
outstanding. (This borrowing provision is not for investment leverage, but
solely to facilitate management of the Growth & Income Fund's securities by
enabling the Growth & Income Fund to meet redemption requests where the
liquidation of portfolio securities is deemed to be disadvantageous or
inconvenient.)

Similarly, the Balanced Fund may not borrow money, except from banks or by
entering into reverse repurchase agreements for temporary purposes and then in
amounts not in excess

<PAGE>
of 30% of the value of the Fund's total assets at the time of such borrowing,
and only if after such borrowing there is asset coverage of at least 300% for
all borrowings of the Fund; or mortgage, pledge or hypothecate any of its assets
except in connection with any such borrowing or reverse repurchase agreement and
in amounts not in excess of 125% of the dollar amounts borrowed; or purchase
portfolio securities while borrowings and reverse repurchase agreements in
excess of 5% of the Fund's net assets are outstanding. (This borrowing provision
is not for investment leverage, but solely to facilitate management of the
Balanced Fund's securities by enabling the Balanced Fund to meet redemption
requests where the liquidation of portfolio securities is deemed to be
disadvantageous or inconvenient.)

MANAGEMENT

BOARD OF DIRECTORS. The business and affairs of RBB and the Funds are managed
under the direction of RBB's Board of Directors.

INVESTMENT ADVISER. Warburg, Pincus Counsellors, Inc. ('WPC'), a wholly owned
subsidiary of Warburg, Pincus Counsellors G.P., serves as the investment adviser
to the Funds. WPC, organized in 1970, is a professional investment counseling
firm which provides investment services to investment companies, employee
benefit plans, endowment funds, foundations and other institutions and
individuals. WPC currently manages over $9.0 billion in assets, of which
approximately $4.0 billion are investment companies. WPC's principal offices are
located at 466 Lexington Avenue, New York, New York 10017-3147. As adviser to
the Funds, WPC is responsible for overall management of the Funds, and is
responsible for all purchases and sales of portfolio securities for the Funds.

WPC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the Funds. Qualified recipients are
securities dealers who have sold Fund Shares or others, including banks and
other financial institutions, under special arrangements. In some instances,
these incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or expected sale of
significant amounts of Fund shares.

GROWTH & INCOME FUND. Anthony G. Orphanos, a Managing Director of WPC who has
been with WPC for the last sixteen years, is Chief Investment Officer and is
responsible for the day-to-day management of the Growth & Income Fund's
investments. Mr. Orphanos has been the portfolio manager of the Growth & Income
Fund since WPC began serving as sub-advisor to the Fund in November 1991.

For the services provided and expenses assumed by it, WPC is entitled to
receive a fee from RBB, computed daily and payable monthly at an annual rate of
.75% of the Growth & Income Fund's average daily net assets. This fee is higher
than that paid by most investment companies.

BALANCED FUND. Dale C. Christensen, a Managing Director of WPC, has been with
WPC since 1989, prior to which he was a Vice President in the International
Private Banking division and the domestic pension fund management division at
Citicorp, a Fixed Income Portfolio Manager at CIC Asset Management and a Vice
President of Investments at First City Trust. Mr. Christensen and Mr. Orphanos
are the overall portfolio strategists for the Balanced Fund and are responsible
for determining the portion of the Fund to be allocated among the various fixed
income and equity sectors. Mr. Christensen also manages the fixed income portion
of the Balanced Fund. Mr. Orphanos is responsible for the U.S. Value Sector.
Elizabeth B. Dater and Stephen J. Lurito are responsible for the U.S. Small
Company Sector. Ms. Dater is a Managing Director of WPC and has been with WPC
since 1978. Mr. Lurito is a Managing Director at WPC and has been with WPC since
1987. George U. Wyper and Susan L. Black manage the U.S. Mid-Cap

<PAGE>
Sector. Mr. Wyper joined WPC in August 1994, before which time he was chief
investment officer of White River Corporation and president of Hanover Advisers,
Inc. (1993-August 1994), chief investment officer of Fund American Enterprises,
Inc. (1991-1993) and the fixed income portfolio manager of Firemen's Fund
Insurance Company (1987-1990). Ms. Black is a Managing Director of WPC and has
worked at WPC since 1985. The International Equity Sector is managed by Richard
H. King and Nicholas P.W. Horsley. Mr. King has been a Managing Director of WPC
since 1989. Mr. Horsley is an associate portfolio manager with WPC and has been
with WPC since 1993, prior to which he was a Director, portfolio manager and
analyst at Barclays deZoete Wedd in New York City.

For the services provided and expenses assumed by it, WPC is entitled to
receive a fee from RBB, computed daily and payable monthly at an annual rate of
.90% of the Balanced Fund's average daily net assets. This fee is higher than
that paid by most investment companies.

THE DISTRIBUTOR. Counsellors Securities Inc. (the 'Counsellors Securities'), a
wholly owned subsidiary of WPC, serves as the Funds' distributor. No
compensation is payable by the Growth & Income Fund to Counsellors Securities
for distribution services. Counsellors Securities receives a fee at an annual
rate equal to .25% of the Balanced Fund's average daily net assets for
distribution services, pursuant to a distribution plan (the '12b-1 Plan')
adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act. Amounts paid to
Counsellors Securities under the Balanced Fund 12b-1 Plan may be used by
Counsellors Securities to cover expenses that are related to, (i) the sale of
the No Load Shares of the Balanced Fund, (ii) ongoing servicing and/or
maintenance of the accounts of shareholders of the Balanced Fund, and (iii)
sub-transfer agency services, subaccounting services or administrative services
related to the sale of the No Load Shares of the Balanced Fund, all as set forth
in the Balanced Fund 12b-1 Plan. Payments under the 12b-1 Plan are not tied
exclusively to the distribution expenses actually incurred by Counsellors
Securities and payments may exceed distribution expenses actually incurred.
RBB's Board of Directors will evaluate the appropriateness of the 12b-1 Plan on
a continuing basis and in doing so will consider all relevant factors, including
expenses borne by Counsellors Securities and amounts received under the 12b-1
Plan.

CO-ADMINISTRATORS. The Funds employ Counsellors Funds Service, Inc.
('Counsellors Service'), a wholly-owned subsidiary of Counsellors, as a
co-administrator. As co-administrator, Counsellors Service provides shareholder
liaison services to the Funds including responding to shareholder inquiries and
providing information on shareholder accounts. As compensation, the Growth &
Income Fund pays to Counsellors Service a fee calculated at an annual rate of
.05% of the Fund's average daily net assets for the first $125 million of
average daily net assets and .10% of average daily net assets for assets above
$125 million; the Balanced Fund pays to Counsellors Service a fee calculated at
an annual rate of .10% of average daily net assets.

The Funds also employ PFPC Inc. ('PFPC'), an indirect, wholly-owned
subsidiary of PNC Bank Corp., as a co-administrator. As a co-administrator, PFPC
calculates the Funds' net asset values, provides all accounting services for the
Funds and assists in related aspects of the Funds' operations. As compensation,
the Growth & Income Fund pays to PFPC a fee calculated at an annual rate of .20%
of the Fund's first $125 million of average daily net assets, and .15% of
average daily net assets over $125 million; the Balanced Fund pays to PFPC a fee
calculated at an annual rate of .15% of average daily net assets. PFPC has its
principal offices at 400 Bellevue Parkway, Wilmington, Delaware 19809.

CUSTODIAN. PNC Bank serves as RBB's custodian. State Street Bank and Trust
Company ('State Street') serves as co-custodian for the Funds' foreign
securities.

<PAGE>
TRANSFER AGENT AND SUB-TRANSFER AGENT. PFPC serves as RBB's transfer agent and
dividend disbursing agent. State Street acts as shareholder servicing agent,
sub-transfer agent and dividend disbursing agent for the Funds. It has delegated
to Boston Financial Data Services, Inc. ('BFDS'), a 50% owned subsidiary,
responsibility for most shareholder servicing functions. State Street's
principal business address is 225 Franklin Street, Boston, Massachusetts 02110.

EXPENSES. The expenses of the Funds are deducted from their total income before
dividends are paid. These expenses include, but are not limited to, fees paid to
the investment adviser, fees and expenses of officers and directors who are not
affiliated with the Fund's investment adviser or Distributor, taxes, interest,
legal fees, custodian fees, auditing fees, brokerage fees and commissions,
certain of the fees and expenses of registering and qualifying the Funds and
their shares for distribution under Federal and state securities laws, expenses
of preparing prospectuses and statements of additional information and of
printing and distributing prospectuses and statements of additional information
annually to existing shareholders that are not attributable to a particular
class of shares of RBB, the expense of reports to shareholders, shareholders'
meetings and proxy solicitations that are not attributable to a particular class
of shares of RBB, fidelity bond and directors and officers liability insurance
premiums, the expense of using independent pricing services and other expenses
which are not expressly assumed by the adviser under its investment advisory
agreements with respect to the Funds. Any general expenses of RBB that are not
readily identifiable as belonging to a particular investment portfolio of RBB
will be allocated among all investment portfolios of RBB based upon the relative
net assets of the investment portfolios at the time such expenses are cited.
Distribution expenses, transfer agency expenses, expenses of preparation,
printing and distributing prospectuses, statements of additional information,
proxy statements and reports to shareholders, and registration fees, identified
as belonging to a particular class, are allocated to such class.

The investment adviser has agreed to reimburse the Funds for the amount, if
any, by which the total operating and management expenses of the Funds for any
fiscal year exceed the most restrictive state blue sky expense limitation in
effect from time to time, to the extent required by such limitation.

The investment adviser may assume additional expenses of the Funds from
time to time. In certain circumstances, it may assume such expenses on the
condition that it is reimbursed by RBB for such amounts prior to the end of a
fiscal year. In such event, the reimbursement of such amounts will have the
effect of increasing a Fund's expense ratio and of decreasing yield to
investors.

For the Funds' fiscal year ended August 31, 1994, the Growth & Income
Fund's total expenses were 1.28% of average net assets, and the Balanced Fund's
total expenses were 5.46% of average net assets before expense waivers and
reimbursements. WPC has agreed to waive expenses and provide reimbursements to
limit the Balanced Fund's total expenses to 1.60% per annum of average net
assets. However, there can be no assurance that WPC will continue to assume such
expenses.

FUND TRANSACTIONS. The Funds' adviser may consider a number of factors in
determining which brokers to use in purchasing or selling the Funds' securities.
These factors, which are more fully discussed in the Statement of Additional
Information, include, but are not limited to, research services, the
reasonableness of commissions and quality of services and execution.
Transactions for the Funds may be effected through Authorized Dealers, subject
to the requirements of best execution. The higher rate of turnover of a Fund's
securities may involve correspondingly higher transaction costs, which will be
borne directly by the Fund. A Fund may

<PAGE>
enter into brokerage transactions with and pay brokerage commissions to brokers
that are affiliated persons (as such term is defined in the 1940 Act) provided
that the terms of the brokerage transactions comply with the provisions of the
1940 Act.

DISTRIBUTION OF SHARES

Counsellors Securities, a wholly owned subsidiary of WPC, with offices at
466 Lexington Avenue, New York, New York, acts as distributor for the Funds.
HOW TO PURCHASE SHARES

Shares of a Fund may be purchased either by mail, or with special advance
instructions, by wire.

BY MAIL. If the investor desires to purchase shares by mail, a check or money
order made payable to RBB or Warburg Pincus Funds (in U.S. currency) should be
sent along with the completed account application to Warburg Pincus Funds
through its distributor, Counsellors Securities Inc., at the address set forth
above. Checks payable to the investor and endorsed to the order of Warburg
Pincus Funds will not be accepted as payment and will be returned to sender. If
payment is received by check in proper form on or before 4:00 p.m. (Eastern
time) on a day that a Fund calculates its net asset value (a 'business day') the
purchase will be made at the Fund's net asset value calculated at the end of
that day. If payment is received after 4:00 p.m., the purchase will be effected
at the Fund's net asset value determined for the next business day after payment
has been received. Checks or money orders that are not in proper form or that
are not accompanied or preceded by a complete application will be returned to
sender. Shares purchased by check are entitled to receive dividends and
distributions beginning on the day after payment has been received. Checks
should be made payable to Warburg Pincus Funds for an investment in more than
one mutual fund managed by WPC, and should be accompanied by a breakdown of
amounts to be invested in the Funds. If a check used for purchase does not
clear, the Funds will cancel the purchase and the investor may be liable for
losses or fees incurred. For a description of the manner of calculating a Fund's
net asset value, see 'Net Asset Value' below.

BY WIRE. Investors may also purchase shares in a Fund by wiring funds from their
banks. Telephone orders will not be accepted until a completed account
application in proper form has been received and an account number has been
established. After telephoning (800) 888-6878 for instructions, an investor
should then wire federal funds to Counsellors Securities Inc. using the
following wire address:

State Street Bank and Trust Co.
225 Franklin Street
Boston, MA 02101
ABA# 0110 000 28
Attn: Mutual Funds/Custody Dept.
[Warburg Pincus Growth & Income or
Warburg Pincus Balanced Fund, as applicable]
DDA# 9904-649-2
[Shareowner name]
[Shareowner account number]

If a telephone order is received by the close of regular trading on the New
York Stock Exchange (the 'NYSE') (currently 4:00 p.m., Eastern time), and
payment by wire is received on the same day in proper form (in accordance with
instructions stated above), the shares will be priced according to the net asset
value of the Fund on that day and are entitled to dividends and distributions
beginning on that day. If payment by wire is received in proper form by the
close of the NYSE without a prior telephone order, the purchase will be priced
according to the net asset value of the Fund on that day and are entitled to
dividends and distributions beginning on that day. However, if a wire received
in proper form is not preceded by a telephone order and is received after the
close of regular trading on the NYSE, the payment will be held

<PAGE>
uninvested until the order is effected at the close of business on the next
business day. Payment for orders that are not accepted will be returned to the
prospective investor after prompt inquiry. If a telephone order is placed and
payment by wire is not received on the same day, the Fund will cancel the
purchase and the investor may be liable for losses or fees incurred.

Shares of a Fund are sold without a sales charge. The minimum initial
investment in a Fund is $1,000 and the minimum subsequent investments must be
$100, except that subsequent minimum investments can be as low as $50 under the
Automatic Monthly Investment Plan described in the next section. For a
tax-deferred retirement plan, such as an IRA, the minimum initial and subsequent
investment is $500, except that subsequent minimum investments can be as low as
$50 under the Automatic Monthly Investment Plan.

After an investor has made his initial investment, additional shares may be
purchased at any time by mail or by wire in the manner outlined above. Wire
payments for initial and subsequent investments should clearly indicate the
investor's account number. In the interest of economy and convenience, physical
certificates representing shares in a Fund are not normally issued.

Investors who purchase shares of a Fund through a program of services
offered or administered by a securities dealer or financial institution should
read the program materials in conjunction with this Prospectus. Certain features
of a Fund, such as the minimum initial or subsequent investment, may be modified
in these programs, and administrative charges may be imposed for the services
rendered. The Funds reserve the right to vary further the initial and subsequent
minimum investment requirements at any time.

The Funds understand that some broker-dealers (other than Counsellors
Securities), financial institutions, securities dealers and other industry
professionals ('Service Agents') may impose certain conditions on their clients
that invest in the Funds, which are in addition to or different from those
described in this Prospectus, and, to the extent permitted by applicable
regulatory authority, may charge their clients direct fees. Certain features of
the Funds, such as the minimum initial or subsequent investments, may be
modified in these programs, and administrative charges may be imposed for the
services rendered. Therefore, a client or customer should contact the
organization acting on his behalf concerning the fees (if any) charged in
connection with a purchase or redemption of a Fund's shares and should read this
Prospectus in light of the terms governing his accounts with Service Agents.
Service Agents will be responsible for promptly transmitting client or customer
purchase and redemption orders to the Funds in accordance with their agreements
with clients or customers. Certain Service Agents may receive compensation from
Counsellors or Counsellors Service. See 'Shareholder Servicing.' Certain Service
Agents that have entered into agreements with Counsellors Securities may enter
confirmed purchase orders on behalf of customers, with payment to follow no
later than the Funds' pricing on the following business day. If payment is not
received by such time, the Service Agent could be held liable for resulting fees
or losses.

Each Fund may also be made available through the brokerage firms Waterhouse
Securities, Inc. and Jack White & Company, Inc. Each Fund is also available
through the Charles Schwab & Company, Inc. Mutual Fund OneSource'tm' Program
('Schwab') and the Fidelity Brokerage Services, Inc. FundsNetwork'tm' Program
('Fidelity'). For distribution and sub-accounting services with respect to
shares of a Fund held by each of these firms, Counsellors pays Jack White &
Company up to .25%, Waterhouse Securities up to .30% and pays Schwab and
Fidelity up to .35% of the annual average value of such accounts. Purchases made
through these programs do not require customers to pay a transaction fee.

<PAGE>
AUTOMATIC MONTHLY INVESTING. Automatic monthly investing allows shareholders to
authorize the Funds to debit their bank account monthly ($50 minimum) for the
purchase of Fund shares on or about either the tenth or twentieth business day
of each month. To establish the automatic monthly investing option, obtain a
separate application or complete the 'Automatic Investment Program' section of
the account application and include a voided, unsigned check from the bank
account to be debited. Only an account maintained at an automated clearing house
member may be used. Shareholders using this service must satisfy the initial
investment minimum for a Fund prior to or concurrent with the start of any
Automatic Investment Program. Please refer to an account application for further
information or contact Warburg Pincus Funds at (800) 888-6878 to modify or
terminate the program. Investors should allow a period of up to 30 days in order
to implement an automated investment program. The failure to provide complete
information could result in further delays.

RETIREMENT PLANS. For information about investing in the Funds through a
tax-deferred retirement plan, such as an Individual Retirement Account ('IRA')
or a Simplified Employee Pension IRA ('SEP-IRA'), an investor should telephone
Warburg Pincus Funds at (800) 888-6878 or write to Warburg Pincus Funds at the
address set forth above. Investors should consult their own tax advisers about
the establishment of retirement plans.
HOW TO REDEEM AND EXCHANGE SHARES

REDEMPTION OF SHARES. An investor of a Fund may redeem (sell) his shares on any
day that the Fund's net asset value is calculated (see 'Net Asset Value' below).

Shares of a Fund may either be redeemed by mail or by telephone. Investors
should realize that in using the telephone redemption and exchange option, you
may be giving up a measure of security that you may have if you were to redeem
or exchange your shares in writing. If an investor desires to redeem his shares
by mail, a written request for redemption should be sent to Warburg Pincus Funds
at the address indicated below under 'Separate Transfer Agent Agreement.' An
investor should be sure that the redemption request identifies the Fund, the
number of shares to be redeemed and the investor's account number. In order to
change the bank account or address designated to receive the redemption
proceeds, the investor must send a written request (with signature guarantee of
all investors listed on the account when such a change is made in conjunction
with a redemption request) to Warburg Pincus Funds. Each mail redemption request
must be signed by the registered owner(s) or his legal representative(s) exactly
as the shares are registered. If an investor has applied for the telephone
redemption feature on his account application, he may redeem his shares by
calling Warburg Pincus Funds at (800) 888-6878 between 9:00 a.m. and 4:00 p.m.,
Eastern time on any business day. An investor making a telephone withdrawal
should state (i) the name of the Fund, (ii) the account number of the Fund,
(iii) the name of the investor(s) appearing on the Fund's records, (iv) the
amount to be withdrawn and (v) the name of the person requesting the redemption.

After receipt of the redemption request by mail or by telephone, the
redemption proceeds will, at the option of the investor, be paid by check and
mailed to the investor of record or be wired to the investor's bank as indicated
in the account application previously filled out by the investor. No Warburg
Pincus Fund currently imposes a service charge for effecting wire transfers but
each such Fund reserves the right to do so in the future. During periods of
significant economic or market change, telephone redemptions may be difficult to
implement. If an investor is unable to contact Warburg Pincus Funds by
telephone, an investor may deliver the redemption request to Warburg Pincus
Funds by

<PAGE>
mail at the address shown below under 'Separate Transfer Agent Agreement.'
Although the Funds will redeem shares purchased by check before the check
clears, payments of the redemption proceeds will be delayed until such check has
cleared, which may take up to 15 days from the purchase date. Investors should
consider purchasing shares using a certified bank check or money order if they
anticipate an immediate need for a redemption.

If a redemption order is received prior to the close of regular trading on
the NYSE, the redemption order will be effected at the net asset value per share
as determined on that day. If a redemption order is received after the close of
regular trading on the NYSE, the redemption order will be effected at the net
asset value as next determined. Redemption proceeds will normally be mailed or
wired to an investor on the next business day following the date a redemption
order is effected. If, however, in the judgment of WPC, immediate payment would
adversely affect a Fund, the Funds reserve the right to pay the redemption
proceeds within seven days after the redemption order is effected. Furthermore,
a Fund may suspend the right of redemption or postpone the date of payment upon
redemption (as well as suspend or postpone the recordation of an exchange of
shares) for such periods as are permitted under the 1940 Act.

The proceeds paid upon redemption may be more or less than the amount
invested depending upon a share's net asset value at the time of redemption. If
an investor redeems all the shares in his account, all dividends and
distributions declared up to and including the date of redemption are paid along
with the proceeds of the redemption.

If, due to redemptions, the value of an investor's account drops to less
than $500, the Funds reserve the right to redeem the shares in that account at
net asset value. Prior to any redemption, a Fund will notify an investor in
writing that this account has a value of less than $500. The investor will then
have 60 days to make an additional investment before a redemption will be
processed by a Fund.

SEPARATE TRANSFER AGENT ARRANGEMENT. Shareholders who purchased shares of the
Funds through Counsellors Securities or Warburg Pincus Funds should send a
written request for additional share purchases or redemptions in proper form
directly to: Warburg Pincus Funds, P.O. Box 9030, Boston, MA 02205-9030.
Investors who indicated instructions for telephone redemption by wire or check
on their original Warburg Pincus Funds application form may telephone Warburg
Pincus Funds at 1-800-888-6878.

Shareholders who made their purchases of shares of the RBB/Warburg Pincus
Growth & Income Fund through any other Authorized Dealer or Brokerage Firm may
direct their redemption requests in writing to Warburg Pincus Funds, c/o PFPC,
P.O. Box 8950, Wilmington, Delaware 19899. Shareholders who purchased their
shares of these Funds through an Authorized Dealer may also place redemption
requests through an Authorized Dealer, but such Authorized Dealer might charge a
fee for this service.

TELEPHONE TRANSACTIONS. In order to request redemptions by telephone, investors
must have completed and returned to Warburg Pincus Funds an account application
containing a telephone election. Unless contrary instructions are elected, an
investor will be entitled to make exchanges by telephone. Neither a Fund nor its
agents will be liable for following instructions communicated by telephone that
it reasonably believes to be genuine. Reasonable procedures will be employed on
behalf of the Funds to confirm that instructions communicated by telephone are
genuine. Such procedures include providing written confirmation of telephone
transactions, tape recording telephone instructions and requiring specific
personal information prior to acting upon telephone instructions. If these or
other reasonable procedures are not

<PAGE>
followed, the Funds may be liable for any losses due to unauthorized or
fraudulent instructions.

AUTOMATIC CASH WITHDRAWAL PLAN. Each Fund offers investors an automatic cash
withdrawal plan under which investors may elect to receive periodic cash
payments of at least $1,000 monthly or quarterly. To establish this service,
complete the 'Automatic Withdrawal Plan' section of the account application and
attach a voided check from the bank account to be credited. For further
information regarding the automatic cash withdrawal plan or to modify or
terminate the Plan, investors should contact Warburg Pincus Funds at (800)
888-6878.

EXCHANGE OF SHARES. An investor may exchange shares of a Fund for shares of the
same class of the other Fund or for shares of the same class of other mutual
funds advised by WPC at their respective net asset value. However, shareholders
may not effect exchanges between No Load Shares and Series 2 Shares. Exchanges
may be effected by mail or by telephone in the manner described under
'Redemption of Shares' above. If an exchange request is received by Warburg
Pincus Funds prior to 4:00 p.m. (Eastern time), the exchange will be made to the
Fund's net asset value determined at the end of that business day. Exchanges
will be effected without a sales charge but must satisfy the minimum dollar
amount necessary for new purchases. Due to the costs involved in effecting
exchanges, the Funds reserve the right to refuse to honor more than three
exchange requests by a shareholder in any 30-day period. The exchange privilege
may be modified or terminated at any time upon 60 days' notice to shareholders.
Currently, exchanges may be made among the Funds with the following other funds:

WARBURG PINCUS CASH RESERVE FUND -- a money market fund investing in
short-term, high quality money market instruments;

WARBURG PINCUS NEW YORK TAX EXEMPT FUND -- a money market fund investing
in short-term, high quality municipal obligations designed for New York
investors seeking income exempt from federal, New York State and New York
City income tax;

WARBURG PINCUS NEW YORK MUNICIPAL BOND FUND -- an intermediate-term
municipal bond fund designed for New York investors seeking income exempt
from federal, New York State and New York City income tax;

WARBURG PINCUS INTERMEDIATE MATURITY GOVERNMENT FUND -- an
intermediate-term bond fund investing in obligations issued or guaranteed
by the U.S. government, its agencies or instrumentalities;

WARBURG PINCUS FIXED INCOME FUND -- a bond fund seeking current income
and, secondarily, capital appreciation by investing in a diversified
portfolio of fixed-income securities;

WARBURG PINCUS SHORT-TERM AFTER-TAX BOND FUND -- a bond fund seeking
maximum income after the effect of federal income taxes as a primary
objective and capital appreciation as a secondary objective through
investments in taxable and tax-exempt debt instruments;

WARBURG PINCUS GLOBAL FIXED INCOME FUND -- a bond fund investing in a
portfolio consisting of investment grade fixed income securities of
governmental and corporate issuers denominated in various currencies,
including U.S. dollars;

WARBURG PINCUS CAPITAL APPRECIATION FUND -- an equity fund seeking
long-term capital appreciation by investing in equity securities of
financially strong domestic companies;

<PAGE>
WARBURG PINCUS EMERGING GROWTH FUND -- an equity fund seeking maximum
capital appreciation by investing in emerging growth companies;

WARBURG PINCUS INTERNATIONAL EQUITY FUND -- an international equity fund
seeking long-term capital appreciation.

WARBURG PINCUS JAPAN OTC FUND -- an equity fund seeking long-term capital
appreciation by investing in a portfolio of securities traded in the
Japanese over-the-counter market.

The exchange privilege is available to shareholders residing in any state
in which the Funds' shares being acquired may legally be sold. When an investor
effects an exchange of shares, the exchange is treated for federal income tax
purposes as a redemption. Therefore, the investor may realize a taxable gain or
loss in connection with the exchange. Investors wishing to exchange shares of
the Funds for shares in another Warburg Pincus Fund should review the prospectus
of the other fund prior to making an exchange. For further information regarding
the exchange privilege or to obtain a current prospectus for another Warburg
Pincus Fund, an investor should contact Warburg Pincus Funds at (800) 257-5614.
NET ASSET VALUE

The net asset value per class of a Fund is calculated by adding the
relevant class' pro rata share of the value of the Fund's securities, cash and
other assets, deducting the relevant class' pro rata share of the actual and
accrued liabilities and the liabilities specifically allocated to the relevant
class, and dividing by the total number of Shares of the relevant class
outstanding. The net asset value per class of the Fund is calculated as of 4:00
p.m. Eastern Time on each Business Day.

Valuation of securities held by the Funds is as follows: securities traded
on a national securities exchange or on the NASDAQ National Market System are
valued at the last reported sale price that day; securities traded on a national
securities exchange or on the NASDAQ National Market System for which there were
no sales on that day and securities traded on other over-the-counter markets for
which market quotations are readily available are valued at the mean of the bid
and asked prices; and securities for which market quotations are not readily
available are valued at fair market value as determined in good faith by or
under the direction of RBB's Board of Directors. The amortized cost method of
valuation may also be used with respect to debt obligations with sixty days or
less remaining to maturity.

With the approval of the Board of Directors, a Fund may use a pricing
service, bank or broker-dealer experienced in such matters to value the Fund's
securities. A more detailed discussion of net asset value and security valuation
is contained in the Statement of Additional Information.

DIVIDENDS AND DISTRIBUTIONS

The Funds will distribute substantially all of the net investment income
and net realized capital gains, if any, of the Funds to the Funds' shareholders.
All distributions are reinvested in the form of additional full and fractional
Shares unless a shareholder elects otherwise.

The Funds will declare and pay dividends, if any, from net investment
income quarterly, near the end of each quarter. Net realized capital gains
(including net short-term capital gains), if any, will be distributed at least
annually.

TAXES

The following discussion is only a brief summary of some of the important
tax considerations generally affecting the Funds and their shareholders and is
not intended as a substitute for careful tax planning. Accordingly, investors in

<PAGE>
the Funds should consult their tax advisers with specific reference to their own
tax situation.

The Funds will elect to be taxed as regulated investment companies under
Subchapter M of the Internal Revenue Code of 1986, as amended. So long as the
Funds qualify for this tax treatment, the Funds will be relieved of Federal
income tax on amounts distributed to shareholders, but shareholders, unless
otherwise exempt, will pay income or capital gains taxes on amounts so
distributed (except distributions that constitute 'exempt interest dividends' or
that are treated as a return of capital) regardless of whether such
distributions are paid in cash or reinvested in additional Shares.

Distributions out of the 'net capital gain' (the excess of net long-term
capital gain over net short-term capital loss), if any, of the Funds will be
taxed to shareholders as long-term capital gain regardless of the length of time
a shareholder has held his Shares, whether such gain was reflected in the price
paid for the Shares, or whether such gain was attributable to bonds bearing
tax-exempt interest. All other distributions, to the extent they are taxable,
are taxed to shareholders as ordinary income. The maximum marginal rate on
ordinary income for individuals, trusts and estates is generally 31% while the
maximum rate imposed on net capital gain of such taxpayers is 28%. Corporate
taxpayers are taxed at the same rates on both ordinary income and capital gains.

The Funds anticipate that dividends paid by the Funds will be eligible for
the 70% dividends received deduction allowed to certain corporations to the
extent of the gross amount of qualified dividends received, respectively, by the
Funds for the year. However, corporate shareholders will have to take into
account the entire amount of any dividend received in determining their adjusted
current earnings adjustment for alternative minimum tax purposes. The dividends
received deduction is not available for capital gain dividends.

The Funds will send written notices to shareholders annually regarding the
tax status of distributions made by the Funds. Dividends declared in October,
November or December of any year payable to shareholders of record on a
specified date in such a month will be deemed to have been received by the
shareholders on December 31, provided such dividends are paid during January of
the following year. The Funds intend to make sufficient actual or deemed
distributions prior to the end of each calendar year to avoid liability for
Federal excise tax.

Investors should be careful to consider the tax implications of buying
Shares just prior to a distribution. The price of shares purchased at that time
will reflect the amount of the forthcoming distribution. Those investors
purchasing just prior to a distribution will nevertheless be taxed on the entire
amount of the distribution received.

Shareholders who exchange Shares representing interests in the Funds for
Shares representing interests in another Fund will generally recognize capital
gain or loss for Federal income tax purposes.

Shareholders who are nonresident alien individuals, foreign trusts or
estates, foreign corporations or foreign partnerships may be subject to
different U.S. Federal income tax treatment.

An investment in any RBB portfolio is not intended to constitute a balanced
investment program.

Future legislative or administrative changes or court decisions may
materially affect the tax consequences of investing in the Funds. Shareholders
are also urged to consult their tax advisers concerning the application of state
and local income taxes to investments in the Funds which may differ from the
Federal income tax consequences described above.

<PAGE>
SHAREHOLDER SERVICING

Each Fund is authorized to offer Series 2 Shares exclusively to financial
institutions and retirement plans ('Institutions'), whose customers (or
participants in the case of retirement plans) ('Customers') are beneficial
owners of Series 2 Shares. Either those institutions or companies providing
certain services to them (together, 'Service Organizations') will enter into
service agreements ('Agreements') related to the sale of the Series 2 Shares
with Counsellors Securities pursuant to a Distribution Plan as described below.
Pursuant to the terms of the Agreements, the Service Organization agrees to
perform certain distribution, shareholder servicing, administrative and
accounting services for its Customers. Distribution services would be marketing
or other services in connection with the promotion and sale of Series 2 Shares.
Shareholder services that may be provided include responding to customer
inquiries, providing information on customer investments and providing other
shareholder liaison services. Administrative and accounting services related to
the sale of the Series 2 Shares may include (i) aggregating and processing
purchase and redemption requests from Customers and placing net purchase and
redemption orders with a Fund's transfer agent, (ii) processing dividend
payments from a Fund on behalf of Customers and (iii) providing sub-accounting
relating to the sale of a Fund's shares beneficially owned by Customers or the
information to RBB necessary for sub-accounting. The Board of Directors of RBB
has approved a Distribution Plan (the 'Plan') pursuant to Rule 12b-1 under the
1940 Act under which Counsellors Securities may pay each participating Service
Organization a negotiated fee on an annual basis not to exceed .75%, in each
case of the value of the average daily net assets of its Customers invested in
the Series 2 Shares. However, under the current Distribution Agreement between
Counsellors Securities and RBB on behalf of the Funds, such fee shall not exceed
.50% of average daily net assets of Customers. Each Fund may, in the future,
enter into additional Agreements with Service Organizations. The Board of
Directors of RBB will evaluate the appropriateness of the Plan on a continuing
basis.

No Load Shares may be sold to or through institutions that will not be paid
a distribution fee by the Funds pursuant to Rule 12b-1 under the 1940 Act for
services to their clients or customers who are beneficial owners of No Load
Shares. These institutions may be paid a fee by the Funds for transfer agency,
administrative or other services provided to their customers that invest in a
Fund's No Load Shares. These services include maintaining account records,
processing orders to purchase, redeem and exchange No Load Shares and responding
to certain customer inquiries. WPC and Counsellors Securities may, from time to
time, at their own expense, also provide compensation to these institutions. To
the extent they do so, such compensation does not represent an additional
expense to the Funds or their shareholders, since it will be paid from the
assets of WPC, Counsellors Securities or their affiliates. Counsellors
Securities receives a fee equal to an annual rate of .25% of the average daily
net assets of the Balanced Fund's No Load Shares for distribution services. See
'Management -- Distributor.'

DESCRIPTION OF SHARES

RBB has authorized capital of thirty billion shares of Common Stock, $.001
par value per share, of which 10.7 billion shares are currently classified as
follows: 100 million shares are classified as Class A Common Stock (Growth and
Income), 100 million shares are classified as Class B Common Stock, 100 million
shares are classified as Class C Common Stock (Balanced), 100 million shares are
classified as Class D Common Stock (Tax-Free), 500 million shares are classified
as Class E Common Stock (Money), 500 million shares are classified as

<PAGE>
Class F Common Stock (Municipal Money), 500 million shares are classified as
Class G Common Stock (Money), 500 million shares are classified as Class H
Common Stock (Municipal Money), 1 billion shares are classified as Class I
Common Stock (Money), 500 million shares are classified as Class J Common Stock
(Municipal Money), 500 million shares are classified as Class K Common Stock
(U.S. Government Money), 1,500 million shares are classified as Class L Common
Stock (Money), 500 million shares are classified as Class M Common Stock
(Municipal Money), 500 million shares are classified as Class N Common Stock
(U.S. Government Money), 500 million shares are classified as Class O Common
Stock (N.Y. Money), 100 million shares are classified as Class P Common Stock
(Government), 100 million shares are classified as Class Q Common Stock, 500
million shares are classified as Class R Common Stock (Municipal Money), 500
million shares are classified as Class S Common Stock (U.S. Government Money),
500 million shares are classified as Class T Common Stock (International), 500
million shares are classified as Class U Common Stock (Strategic), 500 million
shares are classified as Class V Common Stock (Emerging), 100 million shares are
classified as Class W Common Stock (Laffer/Canto Equity), 50 million shares are
classified as Class X Common Stock (U.S. Core Equity), 50 million shares are
classified as Class Y Common Stock (U.S. Core Fixed-Income), 50 million shares
are classified as Class Z Common Stock (International Fixed Income), 50 million
shares are classified as Class AA Common Stock (Municipal Bond), 50 million
shares are classified as Class BB Common Stock (Balanced), 50 million shares are
classified as Class CC Common Stock (Short Duration), 100 million shares are
classified as Class DD Common Stock (Growth & Income Series 2), 100 million
shares are classified as Class EE Common Stock (Balanced Series 2), 1 million
shares are classified as Class Alpha 1 Common Stock (Money), 1 million shares
are classified as Class Alpha 2 Common Stock (Municipal Money), 1 million shares
are classified as Class Alpha 3 Common Stock (U.S. Government Money), 1 million
shares are classified as Class Alpha 4 Common Stock (N.Y. Money), 1 million
shares are classified as Class Beta 1 Common Stock (Money), 1 million shares are
classified as Class Beta 2 Common Stock (Municipal Money), 1 million shares are
classified as Class Beta 3 Common Stock (U.S. Government Money), 1 million
shares are classified as Class Beta 4 Common Stock (N.Y. Money), 1 million
shares are classified as Gamma 1 Common Stock (Money), 1 million shares are
classified as Gamma 2 Common Stock (Municipal Money), 1 million shares are
classified as Gamma 3 Common Stock (U.S. Government Money), 1 million shares are
classified as Gamma 4 Common Stock (N.Y. Money), 1 million shares are classified
as Delta 1 Common Stock (Money), 1 million shares are classified as Delta 2
Common Stock (Municipal Money), 1 million shares are classified as Delta 3
Common Stock (U.S. Government Money), 1 million shares are classified as Delta 4
Common Stock (N.Y. Money), 1 million shares are classified as Epsilon 1 Common
Stock (Money), 1 million shares are classified as Epsilon 2 Common Stock
(Municipal Money), 1 million shares are classified as Epsilon 3 Common Stock
(U.S. Government Money), 1 million shares are classified as Epsilon 4 Common
Stock (N.Y. Money), 1 million shares are classified as Zeta 1 Common Stock
(Money), 1 million shares are classified as Zeta 2 Common Stock (Municipal
Money), 1 million shares are classified as Zeta 3 Common Stock (U.S. Government
Money), 1 million shares are classified as Zeta 4 Common Stock (N.Y. Money), 1
million shares are classified as Eta 1 Common Stock (Money), 1 million shares
are classified as Eta 2 Common Stock (Municipal Money), 1 million shares are
classified as Eta 3 Common Stock (U.S. Government Money), 1 million shares are
classified as Eta 4 Common Stock (N.Y. Money), 1 million shares are classified
as Theta 1 Common Stock (Money), 1 million shares are classified as Theta 2
Common

<PAGE>
Stock (Municipal Money), 1 million shares are classified as Theta 3 Common Stock
(U.S. Government Money), and 1 million shares are classified as Theta 4 Common
Stock (N.Y. Money). Shares of Class A, C, DD and EE Common Stock constitute the
RBB Classes offered by this Prospectus. Under RBB's charter, the Board of
Directors has the power to classify or reclassify any unissued shares of Common
Stock from time to time.

The classes of Common Stock have been grouped into sixteen separate
'families': the RBB Family, the Warburg Pincus Family, the Cash Preservation
Family, the Sansom Street Family, the Bedford Family, the Bradford Family, the
BEA Family, the Laffer/Canto Equity, the Alpha Family, the Beta Family, the
Gamma Family, the Delta Family, the Epsilon Family, the Zeta Family, the Eta
Family and the Theta Family. The RBB Family represents interests in two
non-money market portfolios as well as the Money Market and Municipal Money
Market Portfolios. The Cash Preservation Family represents interests in the
Money Market and Municipal Money Market Funds; the Sansom Street Family
represents interests in the Money Market, Municipal Money Market and Government
Obligations Money Market Funds; the Bedford Family represents interests in the
Money Market, Municipal Money Market, Government Obligations Money Market and
New York Municipal Money Market Funds; the Bradford Family represents interests
in the Municipal Money Market and Government Obligations Money Market Funds; the
BEA Family represents interests in nine non-money market portfolios; the
Laffer/Canto Equity represents interests in the Laffer/Canto Equity Fund
Portfolio; and the Alpha, Beta, Gamma, Delta, Epsilon, Zeta, Eta and Theta
Families (collectively, the 'Additional Families') represent interests in the
Money Market, Municipal Money Market, Government Obligations Money Market and
New York Municipal Money Market Portfolios.

THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION INCORPORATED
HEREIN RELATE PRIMARILY TO THE WARBURG PINCUS GROWTH & INCOME CLASSES AND THE
WARBURG PINCUS BALANCED CLASSES AND DESCRIBE ONLY THE INVESTMENT OBJECTIVE AND
POLICIES, OPERATIONS, CONTRACTS AND OTHER MATTERS RELATING TO THE WARBURG PINCUS
GROWTH & INCOME AND BALANCED CLASSES.

Each share that represents an interest in a portfolio has an equal
proportionate interest in the assets belonging to such portfolio with each other
share that represents an interest in such portfolio, even where a share has a
different class designation than another share representing an interest in that
Fund. Shares of RBB do not have preemptive or conversion rights. When issued for
payment as described in this Prospectus, Shares will be fully paid and
non-assessable.

RBB currently does not intend to hold annual meetings of shareholders
except as required by the 1940 Act or other applicable law. The law under
certain circumstances provides shareholders with the right to call for a meeting
of shareholders to consider the removal of one or more directors. To the extent
required by law, RBB will assist in shareholder communication in such matters.

Shareholders of all investment portfolios of RBB (including the Funds) will
vote in the aggregate and not by portfolio except as otherwise required by law
or when the Board of Directors determines that the matter to be voted upon
affects only the interests of the shareholders of a particular investment
portfolio. (See the Statement of Additional Information under 'Additional
Information Concerning Fund Shares' for examples when the 1940 Act requires
voting by investment portfolio or by class.) Shareholders of RBB are entitled to
one vote for each full share held (irrespective of class or portfolio) and
fractional votes for fractional

<PAGE>
shares held. Voting rights are not cumulative and, accordingly, the holders of
more than 50% of the aggregate shares of Common Stock of RBB may elect all of
the directors.

As of September 30, 1994, to the Fund's knowledge, no person held of record
or beneficially 25% or more of the outstanding shares of all classes of the
Fund, although as of such date Home Insurance Company owned more than 25% of the
outstanding shares of the RBB Family Classes representing interests in the
Government Securities Portfolio; Seymour Fein owned more than 25% of the
outstanding shares of the RBB Family Class representing an interest in the
Municipal Money Market; Boston Financial Data Services owned more than 25% of
the outstanding shares of Warburg Pincus Class representing interests in the
Growth & Income Fund; Planco Inc. Profit Sharing Plan Trust owned more than 25%
of the outstanding shares of Warburg Pincus Class representing interests in the
Balanced Fund; E. M. Warburg Pincus & Co., Inc. owned more than 25% of the
outstanding shares of Warburg Pincus representing interests in the Balanced
Fund; the Jewish Family and Children's Agency of Philadelphia Capital Campaign
owned more than 25% of the outstanding shares of the Cash Preservation Class
representing an interest in the Money Market Portfolio; the Crowe Trust owned
more than 25% of the outstanding shares of the Cash Preservation Class
representing an interest in the Municipal Money Market Portfolio; Wasner & Co
for account of Paine Webber Managed Assets -- Sundry Holding owned more than 25%
of the outstanding shares of the Sansom Street Family Class representing an
interest in the Money Market Portfolio; the State of Oregon, Treasury
Department, owned more than 25% of the outstanding Shares of the BEA Family
Class representing an interest in the BEA Strategic Fixed Income Portfolio; the
Bank of New York owned more than 25% of the outstanding Shares of the BEA Family
Class representing an interest in the BEA U.S. Core Equity Portfolio; the New
England UFCW and Employers' Pension Fund Board of Trustees owned more than 25%
of the outstanding Shares of the BEA Family Class representing an interest in
the BEA U.S. Core Fixed Income Portfolio; Bankers Trust on behalf of the
Pechiney Corporation Pension Master Trust owned more than 25% of the outstanding
Shares of the BEA Family Class representing an interest in the BEA U.S. Core
Fixed Income Portfolio; the Bank of New York as trustee for the Eastern
Enterprises Retirement Plan Trust owned more than 25% of the outstanding Shares
of the BEA Family Class representing an interest in the BEA Global Fixed Income
Portfolio; and John Hancock Clearing Corporation Special Custody Account for the
Exclusive Benefit of Customers owned more than 25% of the outstanding shares of
the Laffer/Canto Equity Class representing an interest in the Laffer/Canto
Equity Portfolio.

OTHER INFORMATION

REPORTS AND INQUIRIES. Shareholders will receive unaudited semi-annual reports
describing RBB's investment operations and annual financial statements audited
by independent accountants. Shareholder inquiries can be made by contacting
Warburg Pincus Funds at (800) 888-6878, or by writing to Warburg Pincus Funds,
P.O. Box 9030, Boston, Massachusetts 02205-9030.

SHARE CERTIFICATES. RBB will issue share certificates for the Classes only upon
the written request of a shareholder sent to PFPC. Share certificates are not
available for shares purchased through Warburg Pincus.

PERFORMANCE INFORMATION. From time to time, the Funds may advertise their
performance, including comparisons to other mutual funds with similar investment
objectives and to stock or other relevant indices. All such advertisements will
show the average annual total return, net of a Fund's maximum sales charge, over
one, five and ten year periods or, if such periods have not yet elapsed, shorter
periods corresponding to

<PAGE>
the life of the Fund. Such total return quotations will be computed by finding
the compounded average annual total return for each time period that would
equate the assumed initial investment of $1,000 to the ending redeemable value,
according to a required standardized calculation. The standard calculation is
required by the SEC to provide consistency and comparability in investment
company advertising. The Funds may also from time to time include in such
advertising an aggregate total return figure or a total return figure that is
not calculated according to the standardized formula in order to compare more
accurately a Fund's performance with other measures of investment return. For
example, a portfolio's total return may be compared with data published by
Lipper Analytical Services, Inc., CDA Investment Technologies, Inc. or
Weisenberger Investment Company Service, or with the performance of the Standard
& Poor's 500 Stock Index or the Dow Jones Industrial Average. All advertisements
containing performance data will include a legend disclosing that such
performance data represent past performance and that the investment return and
principal value of an investment will fluctuate so that an investor's Shares,
when redeemed, may be worth more or less than their original cost.

From time to time, the Funds may also advertise their '30-day yield.' The
yield refers to the income generated by an investment in a Fund over the 30-day
period identified in the advertisement, and is computed by dividing the net
investment income per share during the period by the maximum public offering
price per share of the last day of the period. This income is 'annualized' by
assuming that the amount of income is generated each month over a one-year
period and is compounded semi-annually. The annualized income is then shown as a
percentage of the net asset value.

The yield on Shares of the Funds will fluctuate and are not necessarily
representative of future results. Shareholders should remember that yield is
generally a function of portfolio quality and maturity, type of instrument,
operating expenses and market conditions. Any fees charged by broker/dealers
directly to their customers in connection with investments in the Funds are not
reflected in the yields on a Fund's Shares, and such fees, if charged, will
reduce the actual return received by shareholders on their investments.

In reports or other communications to investors or in advertising, a Fund
may also describe the general biography or work experience of the portfolio
managers of the Fund and may include quotations attributable to the portfolio
managers describing approaches taken in managing a Fund's investments, research
methodology underlying stock selection or a Fund's investment objective. A Fund
may also discuss the continuum of risk and return relating to different
investments and the potential impact of foreign stocks on a portfolio otherwise
composed of domestic securities. In addition, a Fund may from time to time
compare its expense ratio to that of investment companies with similar
objectives and policies, based on data generated by Lipper Analytical Services,
Inc. or similar investment services that monitor mutual funds.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN RBB'S STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY RBB OR ITS DISTRIBUTOR.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY RBB OR BY THE DISTRIBUTOR IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
------------------------------------

<PAGE>
APPENDIX A

RATINGS OF DEBT SECURITIES
STANDARD & POOR'S CORPORATION

<TABLE>
<S> <C>
AAA Debt rated 'AAA' has the highest rating assigned by Standard & Poor's. Capacity to pay interest
and repay principal is extremely strong.

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

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

BBB Debt rated 'BBB' is regarded as having an adequate capacity to pay interest and repay principal.
Whereas it normally exhibits adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than in higher rated categories.

BB Debt rated 'BB', 'B', 'CCC', or 'CC' is regarded, on balance, as predominantly speculative with
B respect to capacity to pay interest and repay principal in accordance with the terms of the
CCC obligation. 'BB' indicates the lowest degree of speculation and 'CC' the highest degree of
CC speculation. While such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse conditions.

C This rating is reserved for income bonds on which no interest is being paid.

D Debt rated 'D' is in default, and payment of interest and/or repayment of principal is in
arrears.

(+) OR (-) The ratings from 'AAA' or 'CCC' may be modified by the addition of a plus or minus sign to show
relative standing or within the major rating categories.

* Continuance of the rating is contingent upon S&P's receipt of an executed copy of the escrow
agreement or closing documentation confirming investments and cash flows.

NR Indicates no rating has been requested, that there is insufficient information on which to base
a rating, or that S&P does not rate a particular type of obligation as a matter of policy.

DEBT OBLIGATIONS OF ISSUERS OUTSIDE THE UNITED STATES AND ITS TERRITORIES are rated on the same
basis as domestic corporate and municipal issues. The ratings measure the creditworthiness of
the obligor but do not take into account currency exchange and related uncertainties.
</TABLE>

A-1

<PAGE>
<TABLE>
<S> <C>
p PROVISIONAL RATINGS: The letter 'p' indicates that the rating is provisional. A provisional
rating assumes the successful completion of the project being financed by the debt being rated
and indicates that payment of debt service requirements is largely or entirely dependent upon
the successful and timely completion of the project. This rating, however, while addressing
credit quality subsequent to completion of the project, makes no comment on the likelihood of.
or the risk of default upon failure of, such completion. The investor should exercise judgment
with respect to such likelihood and risk.
</TABLE>

NOTES

Note rating symbols are as follows:

<TABLE>
<S> <C>
SP-1 Very strong or strong capacity to pay principal and interest. Those issues determined to possess
overwhelming safety characteristics will be given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest.
SP-3 Speculative capacity to pay principal and interest.
</TABLE>

COMMERCIAL PAPER

A Standard & Poor's commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.

Ratings are graded into four categories, ranging from 'A' for the highest
quality obligations to 'D' for the lowest. The four categories are as follows:

<TABLE>
<S> <C>
A Issues assigned this highest rating are regarded as having the greatest capacity for timely
payment. Issues in this category are delineated with the numbers 1, 2, and 3 to indicate the
relative degree of safety.

A-1 This designation indicates that the degree of safety regarding timely payment is either
overwhelming or very strong. Those issues determined to possess overwhelming safety
characteristics are denoted with a plus (+) sign designation.

A-2 Capacity for timely payment on issues with this designation is strong. However, the relative
degree of safety is not as high as for issues designated 'A-1'.

A-3 Issues carrying this designation have a satisfactory capacity for timely payment. They are,
however, somewhat more vulnerable to the adverse effects of changes in circumstances than
obligations carrying the higher designations.

B Issues rated 'B' are regarded as having only an adequate capacity for timely payment. However,
such capacity may be damaged by changing conditions or short-term adversities.

C This rating is assigned to short-term debt obligations with a doubtful capacity for payment.

D This rating indicates that the issue is either in default or is expected to be in default upon
maturity.
</TABLE>

A-2

<PAGE>
VARIABLE RATE DEMAND BONDS

Standard & Poor's assigns 'dual' ratings to all long-term debt issues that
have as part of their provisions a long-term rating and a variable rate demand
rating. The first rating addresses the likelihood of repayment of principal and
interest due and the second rating addresses only the demand feature. The
long-term debt rating symbols are used for bonds to denote the long-term
maturity and the commercial paper rating symbols are used to denote the put
option (for example, 'AAA/A-1 +'). If the nominal maturity is short (three years
or less), a note rating is assigned.

MOODY'S INVESTORS SERVICE, INC. RATINGS

CORPORATE BONDS

Aaa

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

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

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

Baa

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

Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very

A-3

<PAGE>
moderate and thereby not well safeguarded during both good and bad times over
the future. Uncertainty of position characterizes bonds in this class.

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

Caa

Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

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

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

Moody's bond ratings, where specified, are also applied to senior bank
obligations with an original maturity in excess of one year. Among the bank
obligations covered are bank deposits, bankers acceptance and obligations to
deliver foreign exchange. Obligations relying upon support mechanisms such as
letters-of-credit are excluded unless explicitly rated.

NOTE: Moody's applies numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

SHORT-TERM NOTES AND VARIABLE RATE DEMAND OBLIGATIONS

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

MIG-1/VMIG-1. Obligations bearing these designations are of the best
quality, enjoying strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the market for
refinancing.

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

MIG-3/VMIG-3. Obligations bearing these designations are of favorable
quality. All security elements are accounted for but there is a lacking the
undeniable strength of the preceding grades. Liquidity and cash flow
protection may be narrow and market access for refinancing is hereby to be
less well established.

A-4

<PAGE>
COMMERCIAL PAPER RATINGS

The rating PRIME-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated PRIME-1 (or related supporting institutions) are
considered to have a superior capacity for repayment of senior short-term debt
obligations. Issuers rated PRIME-2 (or related supporting institutions) are
considered to have strong capacity for repayment of senior short-term debt
obligations. This will normally be evidenced by many of the characteristics of
issuers rated PRIME-1 but to a lesser degree. Earnings trends and coverage
ratios, while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained. Issuers PRIME-3 (or
supporting institutions) have an acceptable capacity rated for repayment of
senior short-term debt obligations. The effect of industry characteristics and
market composition may be more pronounced. Variability in earnings and
profitability may result in changes in the level of debt protection measurements
and may require relatively high financial leverage. Adequate alternate liquidity
is maintained. Issuers rated NOT PRIME do not fall within any of the Prime
rating categories.

A-5

<PAGE>
TABLE OF CONTENTS

FINANCIAL HIGHLIGHTS ..................................................... 5
INVESTMENT OBJECTIVES AND POLICIES ....................................... 7
INVESTMENT LIMITATIONS .................................................. 14
MANAGEMENT .............................................................. 15
DISTRIBUTION OF SHARES .................................................. 18
HOW TO PURCHASE SHARES .................................................. 18
HOW TO REDEEM AND EXCHANGE SHARES ....................................... 20
NET ASSET VALUE ......................................................... 23
DIVIDENDS AND DISTRIBUTIONS ............................................. 23
TAXES ................................................................... 23
SHAREHOLDER SERVICING ................................................... 25
DESCRIPTION OF SHARES ................................................... 25
OTHER INFORMATION ....................................................... 28

WPGBF-1-1294

[LOGO]

[ ] WARBURG PINCUS
GROWTH & INCOME FUND

[ ] WARBURG PINCUS
BALANCED FUND

PROSPECTUS

DECEMBER 28, 1994
AS REVISED FEBRUARY 21, 1995