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WARBURG PINCUS GROWTH & INCOME FUND
WARBURG PINCUS BALANCED FUND
WARBURG PINCUS TAX FREE FUND
SUPPLEMENT DATED JANUARY 31, 1996
TO
PROSPECTUS DATED DECEMBER 29, 1995
The Board of Directors of The RBB Fund, Inc., on behalf of the Funds listed
above (each, an 'Existing Warburg Fund'), has approved a proposed reorganization
(each, a 'Reorganization') pursuant to which the assets of each Existing Warburg
Fund would be acquired by a new fund (each, a 'New Warburg Fund') which was
organized in order to enter into the applicable Reorganization. Each
Reorganization will involve an exchange of shares of the New Warburg Fund for
all or substantially all of the corresponding Existing Warburg Fund's assets.
These shares would then be distributed to shareholders of each Existing Warburg
Fund in liquidation of the Existing Warburg Fund. Each New Warburg Fund will
have the same investment objective and substantially similar investment policies
as the corresponding Existing Warburg Fund.
THE REORGANIZATION WILL NOT AFFECT THE DAY-TO-DAY INVESTMENT MANAGEMENT OF
THE FUNDS AND EACH FUND WILL CONTINUE TO OPERATE UNDER ITS CURRENT NAME (LISTED
ABOVE). NO PORTFOLIO MANAGER CHANGES WILL BE MADE AS PART OF THE REORGANIZATION.
IF THE REORGANIZATION PLAN IS APPROVED, NO FURTHER ACTION IS REQUIRED BY
SHAREHOLDERS. CUSTOMER SERVICE FOR THESE FUNDS WILL CONTINUE TO BE PROVIDED,
UNCHANGED, BY WARBURG PINCUS AND ITS AFFILIATES.
Upon completion of each Reorganization, each shareholder of an Existing
Warburg Fund would become a shareholder of the corresponding New Warburg Fund
and receive shares of the same class of the New Warburg Fund with a value equal
to the value of the shareholder's investment in the Existing Warburg Fund. It
will be a condition to the closing of the Reorganization that an opinion of
counsel be delivered confirming that no gain or loss for Federal income tax
purposes would be recognized by shareholders of the Existing Warburg Funds as a
result of the Reorganizations.
Each proposed Reorganization is subject to the fulfillment of certain
conditions, including the approval of shareholders of each Existing Warburg
Fund. Proxy materials describing the proposed Reorganizations will be mailed to
shareholders of each Existing Warburg Fund in anticipation of a special meeting
of shareholders to be held on or around May 1, 1996. If approved by shareholders
at that time, the Reorganizations will occur as soon after the meeting as
practicable.
Dated: January 31, 1996 WPGBT-16-0196
