WARBURG PINCUS INTERNATIONAL EQUITY FUND /PA/, 485APOS, 1998-12-17

WARBURG PINCUS INTERNATIONAL EQUITY FUND /PA/
485APOS, 1998-12-17

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<PAGE> 1

As filed with the U.S. Securities and Exchange Commission
on December 17, 1998

Securities Act File No. 33-27031
Investment Company Act File No. 811-5765

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 16 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 18 [X]

(Check appropriate box or boxes)

Warburg, Pincus International Equity Fund, Inc.
(Exact Name of Registrant as Specified in Charter)

466 Lexington Avenue
New York, New York 10017-3147
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (212) 878-0600

Janna Manes, Esq.

Warburg, Pincus International Equity Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Name and Address of Agent for Service)

Copy to:

Rose F. DiMartino, Esq.
Willkie Farr & Gallagher

787 Seventh Avenue

New York, New York 10019-6099

<PAGE> 2

Approximate Date of Proposed Public Offering: February 15, 1999

It is proposed that this filing will become effective (check
appropriate box):

[ ] immediately upon filing pursuant to paragraph (b)

[ ] on (date) pursuant to paragraph (b)

[X] 60 days after filing pursuant to paragraph (a)(1)

[ ] on (date) pursuant to paragraph (a)(1)

[ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
<PAGE> 3
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to Completion, dated December 17, 1998
PROSPECTUS
Common Class
February 15, 1999

WARBURG PINCUS
MAJOR FOREIGN MARKETS FUND

WARBURG PINCUS
INTERNATIONAL EQUITY FUND

WARBURG PINCUS
INTERNATIONAL SMALL COMPANY FUND

WARBURG PINCUS
EMERGING MARKETS FUND

WARBURG PINCUS
GLOBAL POST-VENTURE CAPITAL FUND

As with all mutual funds, the Securities and Exchange
Commission has not approved these funds, nor has it passed
upon the adequacy or accuracy of this Prospectus. It is a
criminal offense to state otherwise.

[WARBURG PINCUS FUNDS LOGO]

<PAGE> 4
CONTENTS

<TABLE>
<S> <C>
KEY POINTS......................................... 4
Goals and Principal Strategies.................. 4
Investor Profile................................ 4
A Word About Risk............................... 5
PERFORMANCE SUMMARY................................ 7
Year-by-Year Total Returns...................... 7
Average Annual Total Returns.................... 8
INVESTOR EXPENSES.................................. 10
Fees and Fund Expenses.......................... 10
Example......................................... 11
THE FUNDS IN DETAIL................................ 12
The Management Firms............................ 12
Multi-Class Structure........................... 12
Fund Information Key............................ 13
MAJOR FOREIGN MARKETS FUND......................... 14
INTERNATIONAL EQUITY FUND.......................... 16
INTERNATIONAL SMALL COMPANY FUND................... 18
EMERGING MARKETS FUND.............................. 20
GLOBAL POST-VENTURE CAPITAL FUND................... 23
MORE ABOUT RISK.................................... 26
Introduction.................................... 26
Types of Investment Risk........................ 26
Certain Investment Practices.................... 29
MEET THE MANAGERS.................................. 33
ABOUT YOUR ACCOUNT................................. 39
Share Valuation................................. 39
Buying and Selling Shares....................... 39
Account Statements.............................. 40
Distributions................................... 40
Taxes........................................... 40
OTHER INFORMATION.................................. 42
About the Distributor........................... 42
FOR MORE INFORMATION............................... back cover
</TABLE>

<PAGE> 5

This page intentionally left blank

<PAGE> 6
KEY POINTS
GOALS AND PRINCIPAL STRATEGIES

<TABLE>
<CAPTION>
FUND/RISK FACTORS GOAL STRATEGY
<S> <C> <C>
MAJOR FOREIGN MARKETS Long-term capital - Invests in foreign equity
FUND appreciation securities
Risk factors: - Focuses on the world's major
Market risk non-U.S. securities markets
Foreign securities - Limited emerging markets
investments
- Favors stocks with discounted
valuations, using a value-based,
bottom-up investment approach
INTERNATIONAL EQUITY Long-term capital - Invests in foreign equity
FUND appreciation securities
Risk factors: - Diversifies its investments
Market risk across countries, including
Foreign securities emerging markets
- Favors stocks with discounted
valuations, using a value-based,
bottom-up investment approach
INTERNATIONAL SMALL Capital appreciation - Invests in equity securities of
COMPANY FUND foreign small companies
Risk factors: - Uses a top-down investment
Market risk approach
Foreign securities - Favors reasonably priced growth
Start-up and other stocks
small companies
EMERGING MARKETS FUND Growth of capital - Invests in foreign equity
Risk factors: securities
Market risk - Focuses on the world's less
Foreign securities developed countries
Emerging markets - Analyzes a company's growth
focus potential, using a bottom-up
Non-diversified investment approach
status
GLOBAL POST-VENTURE Long-term growth of - Invests primarily in equity
CAPITAL FUND capital securities of companies considered
Risk factors: to be in their post-
Market risk venture-capital stage of
Foreign securities development
Start-up and other - Intends to invest at least 35%
small companies of assets in non-U.S. companies
Special-situation - May invest in companies of any
companies size
- Takes a growth investment
approach to identifying attractive
post-venture-capital investments
</TABLE>

INVESTOR PROFILE

THESE FUNDS ARE DESIGNED FOR INVESTORS WHO:

-have longer time horizons

-are willing to assume the risk of losing money in exchange for attractive
potential long-term returns

-are investing for growth or capital appreciation

-want to diversify their portfolios internationally

THEY MAY NOT BE APPROPRIATE IF YOU:

-are investing for a shorter time horizon

-are uncomfortable with an investment that has a higher degree of volatility

-want to limit your exposure to foreign securities

-are looking for income

You should base your selection of a fund on your own goals, risk preferences
and time horizon.

<PAGE> 7

A WORD ABOUT RISK

All investments involve some level of risk. Simply defined, risk is the
possibility that you will lose money or not make money.

Principal risk factors for the funds are discussed below. Before you invest,
please make sure you understand the risks that apply to your fund. As with any
mutual fund, you could lose money over any period of time.

Investments in the funds are not bank deposits and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

MARKET RISK
All funds

The market value of a security may move up and down, sometimes rapidly and
unpredictably. These fluctuations, which are often referred to as "volatility,"
may cause a security to be worth less than it was worth at an earlier time.
Market risk may affect a single issuer, industry, sector of the economy, or the
market as a whole. Market risk is common to most investments--including stocks
and bonds, and the mutual funds that invest in them.

FOREIGN SECURITIES
All funds

A fund that invests outside the U.S. carries additional risks that include:

- - CURRENCY RISK Fluctuations in exchange rates between the U.S. dollar and
foreign currencies may negatively affect an investment. Adverse changes in
exchange rates may erode or reverse any gains produced by foreign-currency
denominated investments and may widen any losses. Each of the funds may, but
is not required to, seek to reduce currency risk by hedging part or all of
its exposure to various foreign currencies.

- - INFORMATION RISK Key information about an issuer, security or market may be
inaccurate or unavailable.

- - POLITICAL RISK Foreign governments may expropriate assets, impose capital or
currency controls, impose punitive taxes, or nationalize a company or
industry. Any of these actions could have a severe effect on security prices
and impair a fund's ability to bring its capital or income back to the U.S.
Other political risks include economic policy changes, social and political
instability, military action and war.

EMERGING MARKETS FOCUS
Emerging Markets Fund

Focusing on emerging (less developed) markets involves higher levels of risk,
including increased currency, information, liquidity, market, political and
valuation risks. Deficiencies in regulatory oversight, market infrastructure,
shareholder protections and company laws could expose the fund to operational
and other risks as well. Some countries may have restrictions that could limit
the fund's access to attractive opportunities. Additionally, emerging markets
often face serious economic problems (such as high external debt,

<PAGE> 8

inflation and unemployment) that could subject the fund to increased volatility
or substantial declines in value.

NON-DIVERSIFIED STATUS
Emerging Markets Fund

The fund is considered a non-diversified investment company under the
Investment Company Act of 1940 and is permitted to invest a greater proportion
of its assets in the securities of a smaller number of issuers. As a result, the
fund may be subject to greater volatility with respect to its portfolio
securities than a fund that is more broadly diversified.

START-UP AND OTHER SMALL COMPANIES
International Small Company Fund
Global Post-Venture Capital Fund

Start-up and other small companies may have less-experienced management,
limited product lines, unproven track records or inadequate capital reserves.
Their securities may carry increased market, liquidity, information and other
risks. Key information about the company may be inaccurate or unavailable.

SPECIAL-SITUATION COMPANIES
Global Post-Venture Capital Fund

"Special situations" are unusual developments that affect a company's market
value. Examples include mergers, acquisitions and reorganizations. Securities of
special-situation companies may decline in value if the anticipated benefits of
the special situation do not materialize.

<PAGE> 9
PERFORMANCE SUMMARY

The bar chart below and the table on the next page provide an indication of the
risks of investing in these funds. The bar chart shows you how each fund's
performance has varied from year to year for up to ten years. The table compares
each fund's performance over time to that of a broadly based securities market
index and other indexes, if applicable. As with all mutual funds, past
performance is not a prediction of
the future.
YEAR-BY-YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
YEAR ENDED 12/31 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MAJOR FOREIGN MARKETS FUND
Best quarter: 18.27% (Q1 98)
Worst quarter: % (Q_ 98)
Inception date: 3/31/97

INTERNATIONAL EQUITY FUND -4.57% 20.60% -4.35% 51.26% .15% 10.35% 10.55% -4.40%
Best quarter: [17.28% (Q4 93)]
Worst quarter: -14.97% (Q4 97)
Inception date: 5/2/89

EMERGING MARKETS FUND 17.23% 9.94% -19.99%
Best quarter: [17.28% (Q4 93)
Worst quarter: -14.97% (Q4 97)
Inception date: 12/30/94

GLOBAL POST-VENTURE CAPITAL FUND 8.72%
Best quarter: 16.24% (Q1 98)
Worst quarter: -9.15% (Q1 97)
Inception date: 9/30/96
</TABLE>

<PAGE> 10

AVERAGE ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS 10 YEARS LIFE OF INCEPTION
PERIOD ENDED 12/31/98: 1998 1994-1998 1989-1998 FUND DATE
<S> <C> <C> <C> <C> <C>
MAJOR FOREIGN MARKETS FUND XX.xx% NA NA XX.xx% 3/31/97
MORGAN STANLEY CAPITAL
INTERNATIONAL EUROPE,
AUSTRALIA AND FAR EAST INDEX XX.xx% XX.xx% XX.xx% XX.xx%
INTERNATIONAL EQUITY FUND XX.xx% XX.xx% XX.xx% XX.xx% 5/2/89
MSCI ALL COUNTRY WORLD
EXCLUDING THE US INDEX XX.xx% XX.xx% XX.xx% XX.xx%
INTERNATIONAL SMALL COMPANY
FUND XX.xx%(1) NA NA XX.xx% 5/29/98
MORGAN STANLEY CAPITAL
INTERNATIONAL EAFE SMALL CAP
INDEX XX.xx% XX.xx% XX.xx% XX.xx%
EMERGING MARKETS FUND XX.xx% NA NA XX.xx% 12/30/94
MORGAN STANLEY CAPITAL
INTERNATIONAL EMERGING
MARKETS FREE INDEX XX.xx% XX.xx% XX.xx% XX.xx%
GLOBAL POST-VENTURE CAPITAL
FUND XX.xx% NA NA XX.xx% 9/30/96
RUSSELL 2000 GROWTH INDEX XX.xx% XX.xx%
LIPPER GLOBAL FUNDS INDEX
MORGAN STANLEY CAPITAL
INTERNATIONAL WORLD INDEX
</TABLE>

(1) Annualized.

<PAGE> 11

UNDERSTANDING PERFORMANCE

- TOTAL RETURN tells you how much an investment in a fund has changed in
value over a given time period. It assumes that all dividends and capital
gains (if any) were reinvested in additional shares. The change in value
can be stated either as a cumulative return or as an average annual rate
of return.

- A CUMULATIVE TOTAL RETURN is the actual return of an investment for a
specified period. The year-by-year total returns in the bar chart are
examples of one-year cumulative total returns.

- An AVERAGE ANNUAL TOTAL RETURN applies to periods longer than one year.
It smoothes out the variations in year-by-year performance to tell you
what constant annual return would have produced the investment's actual
cumulative return. This gives you an idea of an investment's annual
contribution to your portfolio, assuming you held it for the entire
period.

- Because of compounding, the average annual total returns in the table
cannot be computed by averaging the returns in the bar chart.

<PAGE> 12
INVESTOR EXPENSES

FEES AND FUND EXPENSES

This table describes the fees and expenses you may bear as a shareholder. Annual
fund operating expense figures are for the fiscal year ended October 31, 1998.

MAJOR
FOREIGN INTERNATIONAL EMERGING GLOBAL
MARKETS INTERNATIONAL SMALL COMPANY MARKETS POST-VENTURE
FUND EQUITY FUND FUND FUND CAPITAL FUND
SHAREHOLDER FEES
(paid directly from your investment)
<S> <C> <C> <C> <C> <C>
Sales charge "load"
on purchases NONE NONE NONE NONE NONE
Deferred sales charge
"load" NONE NONE NONE NONE NONE
Sales charge "load"
on reinvested
distributions NONE NONE NONE NONE NONE
Redemption fees NONE NONE NONE NONE NONE
Exchange fees NONE NONE NONE NONE NONE

<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted from fund assets)
<S> <C> <C> <C> <C> <C>
Management fee 1.00% 1.00% 1.10% 1.25% 1.25%
Distribution and
service (12b-1) fee .25% NONE .25% .25% .25%
Other expenses xx% xx% xx% xx% xx%
TOTAL ANNUAL FUND
OPERATING EXPENSES* xx% xx% xx% xx% xx%
</TABLE>

* Actual fees and expenses for the fiscal year ended October 31, 1998 are shown
below. Fee waivers and expense reimbursements or credits reduced expenses for
some funds during 1998 but may be discontinued at any time.

<TABLE>
<CAPTION>
MAJOR INTERNATIONAL
EXPENSES AFTER FOREIGN SMALL EMERGING GLOBAL
WAIVERS AND MARKETS INTERNATIONAL COMPANY MARKETS POST-VENTURE
REIMBURSEMENTS FUND EQUITY FUND FUND FUND CAPITAL FUND
<S> <C> <C> <C> <C> <C>
Management fee xx% xx% xx% xx% xx%
Distribution and
service (12b-1) fee .25% NONE .25% .25% .25%
Other expenses xx% xx% xx% xx% xx%
TOTAL ANNUAL FUND
OPERATING
EXPENSES XX% XX% XX% XX% XX%
</TABLE>

<PAGE> 13

EXAMPLE

This example may help you compare the cost of investing in these funds with the
cost of investing in other mutual funds. Because it uses hypothetical
conditions, your actual costs may be higher or lower.

Assume you invest $10,000, each fund returns 5% annually, expense ratios remain
as listed in the first table on the opposite page (before fee waivers and
expense reimbursements and credits), and you close your account at the end of
each of the time periods shown. Based on these assumptions, your cost would be:

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C> <C>
MAJOR FOREIGN MARKETS FUND $xx $xx $xx $xx
INTERNATIONAL EQUITY FUND $xx $x $xx $xx
INTERNATIONAL SMALL COMPANY FUND $xx $xx $xx $xx
EMERGING MARKETS FUND $xx $xx $xx $xx
GLOBAL POST-VENTURE CAPITAL FUND $xx $xx $xx $xx
</TABLE>

<PAGE> 14
THE FUNDS IN DETAIL

THE MANAGEMENT FIRMS

WARBURG PINCUS ASSET MANAGEMENT, INC.
466 Lexington Avenue
New York, NY 10017-3147

-Investment adviser for the funds

-Responsible for managing each fund's assets according to its goal and strategy
and supervising Abbott's activities for the Global Post-Venture Capital Fund

-A professional investment advisory firm providing investment services to
individuals since 1970 and to institutions since 1973

-Currently manages approximately $xx billion in assets

For easier reading, Warburg Pincus Asset Management, Inc. will be referred to
as "Warburg Pincus" or "we" throughout this Prospectus.

ABBOTT CAPITAL MANAGEMENT, LLC
50 Rowes Wharf, Suite 240
Boston, MA 02110-3328

-Sub-adviser for the Global Post-Venture Capital Fund

-Responsible for managing the fund's investments in private equity portfolios

-A registered investment adviser concentrating on venture capital, buyout, and
special-situations investments

-Currently manages approximately $2.3 billion in assets

MULTI-CLASS STRUCTURE

This Prospectus offers Common Class shares of the funds. Common Class shares
are no-load.

Two of the funds--the International Equity and Emerging Markets funds--offer
Advisor Class shares described in separate Prospectuses. Advisor Class shares
are available through financial-services firms.

<PAGE> 15

FUND INFORMATION KEY

Concise fund-by-fund descriptions begin on the next page. Each description
provides the following information:

GOAL AND STRATEGY
The fund's particular investment goals and the strategies it intends to use
in pursuing them. Percentages of fund
assets are based on total assets unless indicated otherwise.

PORTFOLIO INVESTMENTS
The primary types of securities in which the fund invests. Secondary
investments are described in "More About Risk."

RISK FACTORS
The major risk factors associated with the fund. Additional risk factors are
included in "More About Risk."

PORTFOLIO MANAGEMENT
The individuals designated by the investment adviser to handle the fund's
day-to-day management.

INVESTOR EXPENSES
Actual fund expenses for the 1998 fiscal year. Future expenses may be higher
or lower.

-MANAGEMENT FEE The fee paid to the investment adviser and sub-adviser for
providing investment advice to the fund. Expressed as a percentage of average
net assets after waivers.

-DISTRIBUTION AND SERVICE (12b-1) FEES Fees paid by the fund to the distributor
for making shares of the fund available to you. Expressed as a percentage of
average net assets.

-OTHER EXPENSES Fees paid by the fund for items such as administration,
transfer agency, custody, auditing, legal, registration fees and miscellaneous
expenses. Expressed as a percentage of average net assets after waivers,
credits and reimbursements.

FINANCIAL HIGHLIGHTS
A table showing the fund's audited financial performance for up to five
years.

-TOTAL RETURN How much you would have earned on an investment in the fund,
assuming you had reinvested all dividend and capital gain distributions.

-PORTFOLIO TURNOVER An indication of trading frequency.

The funds may sell securities without regard to the length of time they have
been held. A high turnover rate may increase the fund's transaction costs and
negatively affect its performance. Portfolio turnover may also result in
capital-gain distributions that could raise your income tax liability.

The Annual Report includes the auditor's report, along with the fund's
financial statements. It is available free upon request.

13
<PAGE> 16
MAJOR FOREIGN MARKETS FUND

GOAL AND STRATEGY

The Major Foreign Markets Fund seeks long-term capital appreciation. To
pursue this goal, it invests in equity securities of companies located in or
conducting a majority of their business in major foreign markets or companies
whose securities trade primarily in major foreign markets.

Major foreign markets currently consist of Australia, Austria, Belgium,
Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Malaysia,
the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden,
Switzerland and the United Kingdom. These countries are currently represented in
the Morgan Stanley Capital International Europe, Australasia, Far East (EAFE(R))
Index.

Under normal market conditions, the fund will invest at least 65% of assets
in equity securities of issuers from at least three major foreign markets. The
fund is not an index fund and will not seek to match the performance or
weightings of the EAFE Index.

The fund intends to diversify its investments across a number of different
countries. However, at times the fund may invest a significant part of its
assets in any single country. The fund may invest up to 10% of assets in
emerging markets.

In choosing equity securities, the fund's portfolio managers use a bottom-up
investment approach that begins with an analysis of individual companies. The
managers look for companies of any size whose stocks appear to be discounted
relative to earnings, assets or projected growth. The portfolio managers
determine value based upon research and analysis, taking all relevant factors
into account.

PORTFOLIO INVESTMENTS

Equity holdings may consist of:

- - common stocks

- - warrants

- - securities convertible into or exchangeable for common stocks

To a limited extent, the fund may also engage in other investment practices.

RISK FACTORS

This fund's principal risk factors are:

- - market risk

- - foreign securities

The value of your investment will fluctuate in response to stock market
movements. Because the fund invests internationally, it carries additional
risks, including currency, information and political risks. These risks are
defined in "More About Risk."

To the extent that it focuses on a single country or region, the fund may
take on increased volatility or may not perform as well as a more geographically
diversified equity fund. "More About Risk" details certain other investment
practices the fund may use. Please read that section carefully before you
invest.
14

<PAGE> 17

PORTFOLIO MANAGEMENT

P. Nicholas Edwards, Harold W. Ehrlich and Richard H. King are Co-
Portfolio Managers of the fund. Associate Portfolio Managers Vincent J. McBride,
J.H. Cullum Clark and Nancy Nierman assist them. You can find out more about the
fund's managers in "Meet the Managers."

INVESTOR EXPENSES

Management fee .xx%
Distribution and
service (12b-1) fee .xx%
All other expenses .xx%

Total expenses X.xx%

FINANCIAL HIGHLIGHTS
The figures below have been audited by the fund's independent auditors,
PricewaterhouseCoopers LLP.

<TABLE>
<CAPTION>
PERIOD ENDED: 10/98 10/97(1)
<S> <C> <C>
PER-SHARE DATA
Net asset value, beginning of period $10.00
Investment activities:
Net investment income 0.08
Net gain or losses on investments and foreign currency
related items (both realized and unrealized) 0.98
Total from investment activities 1.06
Distributions:
From net investment income 0.00
From realized capital gains 0.00
Total distributions 0.00
Net asset value, end of period $11.06
Total return 10.60%(2)
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted) $4,796
Ratio of expenses to average net assets .95%(3,4)
Ratio of net income to average net assets 1.18%(3)
Decrease reflected in above operating expense ratios due to
waivers/reimbursements 6.69%(3)
Portfolio turnover rate 30.29%
</TABLE>

(1) For the period March 31, 1997 (Commencement of Operations) through October
31, 1997.

(2) Non annualized.

(3) Annualized.

(4) Interest earned on uninvested cash balances is used to offset portions of
the transfer agent expense. These arrangements had no effect on the Major
Foreign Markets Fund's expense ratio.
15

<PAGE> 18
INTERNATIONAL EQUITY FUND

GOAL AND STRATEGY

The International Equity Fund seeks long-term capital appreciation. To pursue
this goal, it invests in equity securities of companies located or conducting a
majority of their business outside the U.S. or companies whose securities trade
primarily in markets outside of the U.S.

Under normal market conditions, the fund will invest at least 65% of assets
in equity securities of issuers from at least three foreign countries. The fund
intends to diversify its investments across different countries, although at
times it may invest a significant part of its assets in a single country.
Although the fund emphasizes developed countries, it may also invest in emerging
markets.

PORTFOLIO INVESTMENTS

This fund intends to invest substantially all of its assets in the following
types of equity securities:

- - common stocks

- - warrants

- - securities convertible into or exchangeable for common stocks

To a limited extent, the fund may also engage in other investment practices.

RISK FACTORS

This fund's principal risk factors are:

- - market risk

- - foreign securities

To the extent that the fund invests in emerging markets or focuses on a
single country or region, it takes on additional risks that could hurt its
performance. Investing in emerging markets involves access, operational and
other risks not generally encountered in developed countries. Focusing on a
single country or region may cause the fund to be more volatile than a more
geographically diversified equity fund. "More About Risk" details these and
certain other investment practices the fund may use. Please read that section
carefully before you invest.
16

<PAGE> 19

PORTFOLIO MANAGEMENT

P. Nicholas Edwards, Harold W. Ehrlich, Richard H. King and Vincent J.
McBride manage the fund's investment portfolio. You can find out more about them
in "Meet the Managers."

INVESTOR EXPENSES
<TABLE>
<S> <C>
Management fee .xx%

Distribution and service
(12b-1) fee None

All other expenses .xx%
Total expenses X.xx%
</TABLE>

FINANCIAL HIGHLIGHTS

The figures below have been audited by the fund's independent auditors,
PricewaterhouseCoopers LLP.

PERIOD ENDED: 10/98 10/97 10/96 10/95 10/94
<S> <C> <C> <C> <C> <C>
PER-SHARE DATA
Net asset value, beginning of
period $20.69 $19.30 $20.51 $17.00
Investment activities:
Net investment income 0.04 0.22 0.12 0.09
Net gains or losses on investments
and foreign currency related items
(both realized and unrealized) 0.88 1.73 (0.67) 3.51
----------------------------------------------
Total from investment
activities 0.92 1.95 (0.55) 3.60
----------------------------------------------
Distributions:
From net investment income (0.11) (0.56) (0.13) (0.04)
Distributions in excess of net
investment income 0.00 0.00 0.00 (0.01)
Distributions from realized
gains (0.74) 0.00 (0.53) (0.04)
-----------------------------------------------
Total distributions (0.85) (0.56) (0.66) (0.09)
-----------------------------------------------
Net asset value, end of period $20.76 $20.69 $19.30 $20.51
===============================================
Total return 4.54% 10.35% (2.55%) 21.22%
-----------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
(000s omitted) $2,312,042 $2,885,453 $2,068,207 $1,533,872
Ratio of expenses to average net
assets 1.33%(1) 1.38%(1) 1.39% 1.44%
Ratio of net income to average
net assets .56% .62% .69% .19%
Decrease reflected in above
operating expense ratios due to
waivers/reimbursement 0.00% 0.00% 0.00% 0.00%
Portfolio turnover rate 61.80% 32.49% 39.24% 17.02%
</TABLE>

(1) Interest earned on uninvested cash balances is used to offset portions of
the transfer agent expense. These arrangements resulted in a reduction to
the Common Shares' expenses by [ %], .01% and .01%, for the years ending
October 31, 1998, 1997 and 1996, respectively. The Common Shares' operating
expense ratio after reflecting these arrangements were [ %], 1.32% and
1.37% for the years ended October 31, 1998, 1997 and 1996, respectively.

17
<PAGE> 20

INTERNATIONAL SMALL COMPANY FUND

GOAL AND STRATEGY

The International Small Company Fund seeks capital appreciation. To pursue
this goal, it invests in equity securities of small companies located or
conducting a majority of their business outside the U.S. or small companies
whose securities trade primarily in markets outside the U.S.

As part of a top-down investment approach, the fund's portfolio managers
attempt to target the most favorable countries and industries. Within the most
promising countries and industries, the managers seek to identify companies that
are attractively valued relative to their projected growth rates.

The portfolio managers look for:

-countries with improving economic conditions and favorable political
environments

-industries with strong potential for growth and profits

-developmental-stage companies that appear to offer high growth rates

-more mature companies that can be purchased below their fundamental long-term
value

Under normal market conditions, the fund will invest at least 65% of assets
in equity securities of small companies from at least three foreign countries.
The fund considers a "small" company to be one whose market capitalization does
not exceed the largest capitalization of companies in the Morgan Stanley
Capital International EAFE(R) Small Cap Index. [As of January 31, 1998, the
largest capitalization of companies in the index was $1.39 billion.] Though
considered small by this definition, some companies in which the fund invests
may be among the largest within their respective countries.

Some companies may outgrow the definition of a small company after the fund
has purchased their securities. These companies continue to be considered small
for purposes of the fund's minimum 65% allocation to foreign small company
equities. As a result, the fund's average market capitalization may sometimes
exceed that of the largest company in the EAFE Small Cap Index.

The fund intends to diversify its investments across different countries. It
may invest up to:

-25% of assets in emerging markets

-35% of assets in U.S. securities

PORTFOLIO INVESTMENTS

This fund invests primarily in equity securities of foreign small companies.
Equity holdings may consist of:

-common stocks

-warrants

-securities convertible into or exchangeable for common stocks

To a limited extent, the fund may also engage in other investment practices.

RISK FACTORS

This fund's principal risk factors are:

-market risk

-foreign securities

-start-up and other small companies

The value of your investment will fluctuate in response to stock market

<PAGE> 21

movements. Because the fund invests internationally, it carries additional
risks, including currency, information and political risks. These risks are
defined in "More About Risk."

Investing in start-up and other small companies may expose the fund to
increased market, information and liquidity risks. To the extent that it invests
in emerging markets, the fund takes on access, operational and other risks not
generally encountered in developed countries. "More About Risk" details these
and certain other investment practices the fund may use. Please read that
section carefully before you invest.

PORTFOLIO MANAGEMENT

Harold E. Sharon is Portfolio Manager of the fund. He is assisted by
Associate Portfolio Manager J.H. Cullum Clark. You can find out more about the
fund's managers in "Meet the Managers."

INVESTOR EXPENSES
Management fee .xx%
Distribution and service (12b-1) fee .xx%
All other expenses .xx%

Total expenses X.xx%

FINANCIAL HIGHLIGHTS
The figures below have been audited by the fund's independent auditors,
PricewaterhouseCoopers LLP.

PERIOD ENDED: 10/98(1)
<S> <C>
PER-SHARE DATA
Net asset value, beginning of period
Investment activities:
Net investment income
Net gains or losses on investments and foreign currency
related items (both realized and unrealized)
Total from investment activities
Distributions:
From net investment income
From realized capital gains
Total distributions
Net asset value, end of period
Total return
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000s omitted)
Ratio of expenses to average net assets
Ratio of net income to average net assets
Decrease reflected in above operating expense ratios due to
waivers/reimbursements
Portfolio turnover rate
</TABLE>

(1) For the Period May 29, 1998 (Commencement of Operations) through October 31,
1998.
(2) Non annualized.
(3) Annualized.
19

<PAGE> 22
EMERGING MARKETS FUND

GOAL AND STRATEGY

The Emerging Markets Fund seeks growth of capital. To pursue this goal, it
invests in equity securities of companies located in or conducting a majority of
their business in emerging markets or companies whose securities trade primarily
in emerging markets.

An emerging market is any country:

- - generally considered to be an emerging or developing country by the United
Nations, or by the World Bank and the International Finance Corporation (IFC),
or

- - included in the IFC Investable Index or the Morgan Stanley Capital
International Emerging Markets Index, or

- - having a per-capita gross national product of $2,000 or less

Under this definition, most countries of the world (other than the U.S.,
Canada, Western Europe, Japan, Australia and New Zealand) are considered
emerging markets.

Under normal market conditions, the fund will invest at least 65% of assets
in equity securities of issuers from at least three emerging markets. The fund
may invest in companies of any size, including emerging growth companies--small
or medium-size companies that have passed their start-up phase, show positive
earnings, and offer the potential for accelerated earnings growth.

Its non-diversified status allows the fund to invest a greater share of its
assets in the securities of fewer companies. However, the portfolio managers
typically have diversified the fund's investments.

PORTFOLIO INVESTMENTS

This fund invests primarily in equity securities of emerging-markets issuers.
Equity holdings may consist of:

- - common and preferred stocks

- - debt securities convertible into common or preferred stock

- - rights and warrants

- - equity interests in trusts and partnerships

- - depositary receipts

To a limited extent, the fund may also engage in other investment practices.

RISK FACTORS

This fund's principal risk factors are:

- - market risk

- - foreign securities

- - emerging markets focus

- - non-diversified status

Because the fund focuses on emerging markets, you should expect it to be
riskier
20

<PAGE> 23

than a more broadly diversified international equity fund. Investing in emerging
markets involves access, operational and other risks not generally encountered
in developed countries. In addition, emerging markets often face serious
economic problems that could subject the fund to increased volatility or
substantial declines in value.

Non-diversification might cause the fund to be more volatile than a
diversified fund. "More About Risk" details certain other investment practices
the fund may use. Please read that section carefully before you invest.

PORTFOLIO MANAGEMENT

Richard H. King and Vincent J. McBride are Co-Portfolio Managers of the fund.
Associate Portfolio Managers Morid Kamshad, Jun Sung Kim and Frederico D. Laffan
assist them. You can find out more about the fund's managers in "Meet the
Managers."

INVESTOR EXPENSES

Management fee .xx%
Distribution and service
(12b-1) fee .xx%
All other expenses .xx%
Total expenses X.xx%

<PAGE> 24

FINANCIAL HIGHLIGHTS

The figures below have been audited by the fund's independent auditors,
PricewaterhouseCoopers LLP.

PERIOD ENDED: 10/98 10/97 10/96 10/95(1)
<S> <C> <C> <C> <C>
PER-SHARE DATA
- ---------------------------------------------------------------------------------------------
Net asset value, beginning of period $12.19 $11.28 $10.00
- ---------------------------------------------------------------------------------------------
Investment activities:
Net investment income 0.04 0.07 0.08
Net gains or losses on investments and foreign
currency related items (both realized and
unrealized) (1.34) 0.99 1.25
- ---------------------------------------------------------------------------------------------
Total from investment activities (1.30) 1.06 1.33
- ---------------------------------------------------------------------------------------------
Distributions:
From net investment income (0.03) (0.08) (0.05)
From realized capital gains (0.04) (0.07) 0.00
- ---------------------------------------------------------------------------------------------
Total distributions (0.07) (0.15) (0.05)
- ---------------------------------------------------------------------------------------------
Net asset value, end of period $10.82 $12.19 $11.28
- ---------------------------------------------------------------------------------------------
Total return (10.71%) 9.46% 13.33%(2)
- ---------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted) $155,806 $218,421 $6,780
Ratio of expenses to average net assets 1.66%(4) 1.62%(4) 1.00%(3)
Ratio of net income to average net assets .24% .31% 1.25%(3)
Decrease reflected in above operating expense
ratios due to waivers/reimbursements .46% .77% 11.08%(3)
Portfolio turnover rate 92.48% 61.84% 57.76%(2)
- ------------------------------------------------------------------------------------------
</TABLE>

(1) For the Period December 30, 1994 (Commencement of Operations) through
October 31, 1995.
(2) Non annualized.
(3) Annualized.
(4) Interest earned on uninvested cash balances is used to offset portions of
the transfer agent expense. These arrangements resulted in a reduction to
the Common Shares' expenses by [ %], .01% and .01%, for the years ending
October 31, 1998, 1997 and 1996, respectively. The Common Shares' operating
expense ratio after reflecting these arrangements were [ %], 1.65% and
1.61% for the years ended October 31, 1998, 1997 and 1996, respectively.

<PAGE> 25
GLOBAL POST-VENTURE CAPITAL FUND

GOAL AND STRATEGY

The Global Post-Venture Capital Fund seeks long-term growth of capital. To
pursue this goal, it invests in equity securities of U.S. and foreign companies
considered to be in their post-venture-capital stage of development.

A post-venture-capital company is one that has received venture-capital
financing either:

- - during the early stages of the company's existence or the early stages of the
development of a new product or service, or

- - as part of a restructuring or recapitalization of the company

In either case, one or more of the following will have occurred within 10
years prior to the fund's purchase of the company's securities:

- - the investment of venture-capital financing

- - distribution of the company's securities to venture-capital investors

- - the initial public offering

Under normal market conditions, the fund will invest at least 65% of assets
in equity securities of post-venture-capital companies from at least three
countries, including the U.S. Currently, the fund intends to invest at least 35%
of assets in companies located or conducting a majority of their business
outside the U.S. The fund may invest in companies of any size and will diversify
its investments across companies, industries and countries.

PORTFOLIO INVESTMENTS

This fund invests primarily in equity securities of U.S. and foreign post-
venture-capital companies. Equity holdings may consist of:

- - common and preferred stocks

- - warrants

- - securities convertible into or exchangeable for common stocks

- - partnership interests

The fund may invest:

- - up to 10% of assets in special-situation companies

- - up to 10% of assets in private equity portfolios that invest in
venture-capital companies

- - without limit in foreign securities

To a limited extent, the fund may also engage in other investment practices.

RISK FACTORS

This fund's principal risk factors are:

- - market risk

- - foreign securities

- - start-up and other small companies

- - special-situation companies

<PAGE> 26

fund to increased market, information and liquidity risks. These risks are
defined in "More About Risk."

Post-venture capital companies are often involved in "special situations."
Securities of special-situation companies may decline in value and hurt the
fund's performance if the anticipated benefits of the special situation do not
materialize.

To the extent that the fund invests in private equity portfolios or focuses
on a single country or region, it takes on additional risks that could hurt its
performance. Investing in private equity portfolios involves liquidity,
valuation and other risks. Focusing on a single country or region may cause the
fund to be more volatile than a more geographically diversified equity fund.
"More About Risk" details these and certain other investment practices the fund
may use. Please read that section carefully before you invest.

PORTFOLIO MANAGEMENT

Elizabeth B. Dater, Stephen J. Lurito and Harold E. Sharon are Co-Portfolio
Managers of the fund. Raymond L. Held and Thaddeus I. Grey manage the fund's
investments in private equity portfolios. You can find out more about the fund's
managers in "Meet the Managers."

INVESTOR EXPENSES

Management fee .xx%
Distribution and service
(12b-1) fee .xx%
All other expenses .xx%
Total expenses X.xx%

<PAGE> 27

FINANCIAL HIGHLIGHTS

The figures below have been audited by the fund's independent auditors,
PricewaterhouseCoopers LLP.

PERIOD ENDED: 10/98 10/97 10/96(1)
<S> <C> <C> <C>
PER-SHARE DATA
- -----------------------------------------------------------------------------------------
Net asset value, beginning of period $9.86 $10.00
- -----------------------------------------------------------------------------------------
Investment activities:
Net investment income (0.13) 0.00
Net gains or losses on investments and foreign currency
related items (both realized and unrealized) 1.42 (0.14)
- -----------------------------------------------------------------------------------------
Total from investment activities 1.29 (0.14)
- -----------------------------------------------------------------------------------------
Net asset value, end of period $11.15 $9.86
- -----------------------------------------------------------------------------------------
Total return 13.08% (1.40%)(2)
- -----------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------
Net assets, end of period (000s omitted) $3,197 $3,007
Ratio of expenses to average net assets 1.66% 1.65%(3,4)
Ratio of net income to average net assets (.96%) (.20%)(3)
Decrease reflected in above operating expense ratios due to
waivers/ reimbursements 6.48% 21.71%(3)
Portfolio turnover rate 207.25% 5.85%(2)
- -----------------------------------------------------------------------------------------
</TABLE>

(1) For the Period September 30, 1996 (Commencement of Operations) through
October 31, 1996.

(2) Non annualized.

(3) Annualized.

(4) Interest earned on uninvested cash balances is used to offset portions of
the transfer agent expense. These arrangements resulted in a reduction to
the Common Shares' expenses by [ %], .01% and .00%, for the years ending
October 31, 1998, 1997 and October 31, 1996, respectively. The Common
Shares' operating expense ratio after reflecting these arrangements were
[ %], 1.65% and 1.65% for the years ended October 31, 1998, 1997 and 1996,
respectively.

<PAGE> 28

MORE ABOUT RISK

INTRODUCTION

A fund's goal and principal strategies largely determine its risk profile.
You will find a concise description of each fund's risk profile in "Key Points."
The fund-by-fund discussions contain more detailed information. This section
discusses other risks that may affect the funds.

The funds may use certain investment practices that have higher risks
associated with them. However, each fund has limitations and policies designed
to reduce many of the risks. The "Certain Investment Practices" table describes
these practices and the limitations on their use.

TYPES OF INVESTMENT RISK

The following risks are referred to throughout this prospectus.

ACCESS RISK Some countries may restrict a fund's access to investments or
offer terms that are less advantageous than those for local investors. This
could limit the attractive investment opportunities available to a fund.

CORRELATION RISK The risk that changes in the value of a hedging instrument
will not match those of the investment being hedged.

CREDIT RISK The issuer of a security or the counterparty to a contract may
default or otherwise become unable to honor a financial obligation.

CURRENCY RISK Fluctuations in exchange rates between the U.S. dollar and
foreign currencies may negatively affect an investment. Adverse changes in
exchange rates may erode or reverse any gains produced by foreign-currency
denominated investments and may widen any losses.

EURO CONVERSION The introduction of a new single European currency, the euro,
may result in uncertainties for securities of European companies, European
markets and the operation of the funds. The euro was introduced on January 1,
1999 by eleven European Union member countries who are participating in European
Monetary Union (EMU).

The introduction of the euro results in the redenomination of certain
European debt and equity securities over a period of time, which may bring
differences in various accounting, tax and/or legal treatments that would not
otherwise occur. Any market disruptions relating to the introduction of the euro
could adversely affect the value of European securities and currencies held by
the funds. Other risks relate to the ability of financial institutions' systems
to process euro transactions. Additional economic and operational issues are
raised by the fact that certain European Union member countries, including the
United Kingdom, did not participate in EMU on January 1, 1999 and therefore did
not implement the euro on that date.

At this early stage no one knows what the degree of impact of the
introduction of the euro will be. To the extent that the market impact or effect
on a fund holding is negative or that fund service provider systems cannot
process the euro conversion, the fund's performance could be hurt.

26
<PAGE> 29

EXPOSURE RISK The risk associated with investments (such as derivatives) or
practices (such as short selling) that increase the amount of money a fund could
gain or lose on an investment.

-HEDGED Exposure risk could multiply losses generated by a derivative or
practice used for hedging purposes. Such losses should be substantially
offset by gains on the hedged investment. However, while hedging can reduce
or eliminate losses, it can also reduce or eliminate gains.

-SPECULATIVE To the extent that a derivative or practice is not used as a
hedge, the fund is directly exposed to its risks. Gains or losses from
speculative positions in a derivative may be much greater than the
derivative's original cost. For example, potential losses from writing
uncovered call options and from speculative short sales are unlimited.

INFORMATION RISK Key information about an issuer, security or market may be
inaccurate or unavailable.

INTEREST RATE RISK Changes in interest rates may cause a decline in the
market value of an investment. With bonds and other fixed-income securities, a
rise in interest rates typically causes a fall in values, while a fall in
interest rates typically causes a rise in values.

LIQUIDITY RISK Certain fund securities may be difficult or impossible to sell
at the time and the price that the fund would like. A fund may have to lower the
price, sell other securities instead or forego an investment opportunity. Any of
these could have a negative effect on fund management or performance.

MARKET RISK The market value of a security may move up and down, sometimes
rapidly and unpredictably. These fluctuations, which are often referred to as
"volatility," may cause a security to be worth less than it was worth at an
earlier time. Market risk may affect a single issuer, industry, sector of the
economy, or the market as a whole. Market risk is common to most
investments--including stocks and bonds, and the mutual funds that invest in
them.

OPERATIONAL RISK Some countries have less developed securities markets (and
related transaction, registration and custody practices) that could subject a
fund to losses from fraud, negligence, delay or other actions.

POLITICAL RISK Foreign governments may expropriate assets, impose capital or
currency controls, impose punitive taxes, or nationalize a company or industry.
Any of these actions could have a severe effect on security prices and impair a
fund's ability to bring its capital or income back to the U.S. Other political
risks include economic policy changes, social and political instability,
military action and war.

VALUATION RISK The lack of an active trading market may make it difficult to
obtain an accurate price for a fund security.

YEAR 2000 PROCESSING RISK The funds' adviser and sub-adviser are

27
<PAGE> 30

working to address the Year 2000 issue relating to the change from "99" to "00"
on January 1, 2000 and have obtained assurances from service providers that they
are taking similar steps. The adviser and sub-adviser are working on the Year
2000 issue pursuant to a plan designed to address potential problems and
progress is proceeding according to the plan. The adviser and sub-adviser
anticipate the completion of testing of internal systems in early 1999, and are
developing contingency plans intended to address any unexpected service
problems. However, there can be no assurance that these efforts will be
sufficient, and any noncompliant computer systems could hurt key fund
operations, such as shareholder servicing, pricing and trading.

The Year 2000 issue affects practically all companies, organizations,
governments, markets and economies throughout the world -- including companies
or governmental entities in which the funds invest and markets in which they
trade. However, at this time no one knows precisely what the degree of impact
will be. To the extent that the impact on a fund holding or on markets or
economies is negative, it could seriously affect a fund's performance.

28
<PAGE> 31

CERTAIN INVESTMENT PRACTICES

For each of the following practices, this table shows the applicable investment
limitation. Risks are indicated for each practice.

KEY TO TABLE:

<TABLE>
<S> <C>
[-] Permitted without limitation; does not
indicate actual use
20% Italic type (e.g., 20%) represents an
investment limitation as a percentage of
NET fund assets; does not indicate actual
use
20% Roman type (e.g., 20%) represents an
investment limitation as a percentage of
TOTAL fund assets; does not indicate
actual use
[ ] Permitted, but not expected to be used to
a significant extent
- -- Not permitted
</TABLE>

<TABLE>
<CAPTION>
MAJOR INTERNATIONAL EMERGING GLOBAL
FOREIGN INTERNATIONAL SMALL COMPANY MARKETS POST-VENTURE
MARKETS FUND EQUITY FUND FUND FUND CAPITAL FUND

INVESTMENT PRACTICE LIMIT
<S> <C> <C> <C> <C> <C>
BORROWING The borrowing of money from banks to meet
redemptions or for other temporary or emergency purposes.
Speculative exposure risk. 30% 30% 30% 30% 30%
- ---------------------------------------------------------------------------------------------------------------------------
COUNTRY/REGION FOCUS Investing a significant portion of fund
assets in a single country or region. Market swings in the
targeted country or region will be likely to have a greater
effect on fund performance than they
would in a more geographically diversified equity fund.
Currency, market, political risks. [-] [-] [-] [-] [-]
- ---------------------------------------------------------------------------------------------------------------------------
CURRENCY HEDGING Instruments, such as options, futures or
forwards, intended to manage fund exposure to currency risk.
Options, futures or forwards involve the right or obligation
to buy or sell a given amount of foreign currency at a
specified price and future date.* Correlation, credit,
currency, hedged exposure, liquidity, political, valuation
risks. [-] [-] [-] [-] [-]
- ---------------------------------------------------------------------------------------------------------------------------
EMERGING MARKETS Countries generally considered to be
relatively less developed or industrialized. Emerging
markets often face economic problems that could subject a
fund to increased volatility or substantial declines in
value. Deficiencies in regulatory oversight, market
infrastructure, shareholder protections and company laws
could expose a fund to risks beyond those generally
encountered in developed countries. Access, currency,
information, liquidity, market, operational, political,
valuation risks. 10% [-] 25% [-] [ ]
- ---------------------------------------------------------------------------------------------------------------------------
EQUITY SWAPS A contract between a fund and another party in
which the parties agree to exchange streams of payments
based on certain benchmarks. For example, a fund may use
equity swaps to gain access to the performance of a
benchmark asset (such as an index or one or more stocks)
where the fund's direct investment is restricted. Credit,
currency, interest rate, liquidity, market, political,
speculative exposure, valuation risks. -- [ ] [ ] [ ] --
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 32

<TABLE>
<CAPTION>
MAJOR INTERNATIONAL EMERGING GLOBAL
FOREIGN INTERNATIONAL SMALL COMPANY MARKETS POST-VENTURE
MARKETS FUND EQUITY FUND FUND FUND CAPITAL FUND

INVESTMENT PRACTICE LIMIT
<S> <C> <C> <C> <C> <C>
FUTURES AND OPTIONS ON FUTURES Exchange-traded contracts
that enable a fund to hedge against or speculate on future
changes in currency values, interest rates or stock indexes.
Futures obligate the fund (or give it the right, in the case
of options) to receive or make payment at a specific future
time based on those future changes.* Correlation, currency,
hedged exposure, interest-rate, market, speculative exposure
risks.** [ ] [ ] [ ] [ ] [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
NON-INVESTMENT-GRADE DEBT SECURITIES Debt securities and
convertible securities rated below the fourth-highest grade
(BBB/Baa) by Standard & Poor's or Moody's rating service,
and unrated securities of comparable quality. Commonly
referred to as junk bonds. Credit, information, interest-
rate, liquidity, market, valuation risks. 5% [ ] 5% 35% [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
OPTIONS Instruments that provide a right to buy (call) or
sell (put) a particular security or an index of securities
at a fixed price within a certain time period. A fund may
purchase both put and call options for hedging or
speculative purposes.* Correlation, credit, hedged exposure,
liquidity, market, speculative exposure risks. [-] 10% 10% 10% 10%
- ---------------------------------------------------------------------------------------------------------------------------------
PRIVATE EQUITY PORTFOLIOS Private limited partnerships or
other investment funds that themselves invest in equity or
debt securities of:
- -companies in the venture capital or post-venture capital
stages of development
- -companies engaged in special situations or changes in
corporate control, including buyouts
Information, liquidity, market, valuation risks. [ ] [ ] [ ] [ ] 10%
- ---------------------------------------------------------------------------------------------------------------------------------
PRIVATIZATION PROGRAMS Foreign governments may sell all or
part of their interests in enterprises they own or control.
Access, currency, information, liquidity, operational,
political, valuation risks. [ ] [-] [ ] [-] [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
RESTRICTED AND OTHER ILLIQUID SECURITIES Securities with
restrictions on trading, or those not actively traded. May
include private placements. Liquidity, market, valuation
risks. 15% 10% 15% 15% 15%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 33

<TABLE>
<CAPTION>
MAJOR INTERNATIONAL EMERGING GLOBAL
FOREIGN INTERNATIONAL SMALL COMPANY MARKETS POST-VENTURE
MARKETS FUND EQUITY FUND FUND FUND CAPITAL FUND

INVESTMENT PRACTICE LIMIT
<S> <C> <C> <C> <C> <C>
SECURITIES LENDING Lending portfolio securities to financial
institutions; a fund receives cash, U.S. government
securities or bank letters of credit as collateral. Credit,
liquidity, market, operational risks. [ ] [ ] [ ] [ ] [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
SHORT SALES Selling borrowed securities with the intention
of repurchasing them for a profit on the expectation that
the market price will drop. Liquidity, market, speculative
exposure risks. -- -- [ ] -- [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
SHORT SALES "AGAINST THE BOX" A short sale where the Fund
owns enough shares of the security involved to cover the
borrowed securities, if necessary. Liquidity, market,
speculative exposure risks. [ ] -- [ ] [ ] [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
SPECIAL-SITUATION COMPANIES Companies experiencing unusual
developments affecting their market values. Special
situations may include acquisition, consolidation,
reorganization, recapitalization, merger, liquidation,
special distribution, tender or exchange offer, or
potentially favorable litigation. Securities of a
special-situation company could decline in value and hurt a
fund's performance if the anticipated benefits of the
special situation do not materialize. Information, market
risks. [ ] [ ] [ ] [ ] [-]
- ---------------------------------------------------------------------------------------------------------------------------------
START-UP AND OTHER SMALL COMPANIES Companies with small
relative market capitalizations, including those with
continuous operations of less than three years. Information,
liquidity, market, valuation risks. [ ] [-] [-] [-] [-]
- ---------------------------------------------------------------------------------------------------------------------------------
TEMPORARY DEFENSIVE TACTICS Placing some or all of a fund's
assets in investments such as money market obligations and
investment-grade debt securities for defensive purposes.
Although intended to avoid losses in adverse market,
economic, political or other conditions, defensive tactics
might be inconsistent with a fund's principal investment
strategies and might prevent a fund from achieving its goal. [ ] [ ] [ ] [ ] [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 34

<TABLE>
<CAPTION>
MAJOR INTERNATIONAL EMERGING GLOBAL
FOREIGN INTERNATIONAL SMALL COMPANY MARKETS POST-VENTURE
MARKETS FUND EQUITY FUND FUND FUND CAPITAL FUND

INVESTMENT PRACTICE LIMIT
<S> <C> <C> <C> <C> <C>
WARRANTS Options issued by a company granting the holder the
right to buy certain securities, generally common stock, at
a specified price and usually for a limited time. Liquidity,
market, speculative exposure risks. 10% 10% 10% 10% 10%
- ---------------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS The purchase
or sale of securities for delivery at a future date; market
value may change before delivery. Liquidity, market,
speculative exposure risks. [ ] [ ] [ ] [ ] 20%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* The Funds are not obligated to pursue any hedging strategy and do not
represent that these techniques are available now or will be available at any
time in the future.
** Each fund is limited to 5% of net assets for initial margin and premium
amounts on futures positions considered to be speculative by the Commodity
Futures Trading Commission.

<PAGE> 35
MEET THE MANAGERS

[Dater PHOTO]

ELIZABETH B. DATER
Managing Director

- Co-Portfolio Manager,
Global Post-Venture Capital Fund
since 19XX

- With Warburg Pincus since 1978

[Edwards PHOTO]

P. NICHOLAS EDWARDS
Managing Director

- Co-Portfolio Manager,
Major Foreign Markets Fund
since fund inception

- Co-Portfolio Manager,
International Equity Fund
since April 1998

- With Warburg Pincus since 1995

- Previously director at Jardine Fleming Investment Advisers, Tokyo,
1984 - 1995

Job titles indicate position with the adviser.

<PAGE> 36

[ERLICH PHOTO]

HAROLD W. EHRLICH, CFA, CIC
Managing Director

- Co-Portfolio Manager,
Major Foreign Markets Fund
since fund inception

- Co-Portfolio Manager,
International Equity Fund
since April 1998

- With Warburg Pincus since 1995

- Previously senior vice president,
portfolio manager and analyst at Templeton Investment Counsel Inc.

[KING PHOTO]

RICHARD H. KING
Managing Director

- Portfolio Manager,
International Equity Fund
since fund inception

- Co-Portfolio Manager,
Major Foreign Markets Fund
since fund inception

- Co-Portfolio Manager,
Emerging Markets Fund
since fund inception

- With Warburg Pincus since 1989

<PAGE> 37

[LURITO PHOTO]

STEVEN J. LURITO
Managing Director

- Co-Portfolio Manager,
Global Post-Venture Capital Fund
since 19XX

- With Warburg Pincus since 1987

[SHARON PHOTO]

HAROLD E. SHARON
Managing Director

- Portfolio Manager
International Small Company Fund
since fund inception

- Co-Portfolio Manager
Global Post-Venture Capital Fund
since March 1998

- Joined Warburg Pincus in March 1998

- Executive director and portfolio manager with CIBC Oppenheimer,
1994 - 1998

- Warburg Pincus Senior Vice President and portfolio manager, 1990 - 1994

<PAGE> 38

[MCBRIDE PHOTO]

VINCENT J. MCBRIDE
Senior Vice President

- Co-Portfolio Manager,
International Equity Fund
since April 1998

- Co-Portfolio Manager,
Emerging Markets Fund
since 1997

- Associate Portfolio Manager,
Major Foreign Markets Fund
since 19XX

- With Warburg Pincus since 1994

- Previously international equity analyst with Smith Barney Inc.

[CLARK PHOTO]

J.H. CULLUM CLARK, CFA
Vice President

- Associate Portfolio Manager,
Major Foreign Markets Fund
since fund inception

- Associate Portfolio Manager,
International Small Company Fund
since fund inception

- With Warburg Pincus since 1996

- Previously analyst and portfolio manager with Brown Brothers Harriman

<PAGE> 39

[KAMSHAD PHOTO]

MORID KAMSHAD
Vice President

- Associate Portfolio Manager,
Emerging Markets Fund
since April 1998

- Joined Warburg Pincus in 1997

- Senior investment manager with Pictet Asset Management, 1995 - 1997

- Investment analyst with HSBC Asset Management, 1994 - 1995

- Business development manager with Air Products and Chamicals-France,
19XX - 1994

[KIM PHOTO]

JUN SUNG KIM
Vice President

- Associate Portfolio Manager,
Emerging Markets Fund
since April 1998

- Joined Warburg Pincus in 1997

- Investment manager with Asset Korea Ltd., Seoul, 1995 - 1997

- Investment analyst with Baring Securities Ltd., Seoul, 1994 - 1995

- Assistant investment manager with Koeneman Capital Management, Singapore,
19XX - 1994

<PAGE> 40

[LAFFAN PHOTO]

FREDERICO D. LAFFAN
Vice President

- Associate Portfolio Manager,
Emerging Markets Fund
since April 1998

- Joined Warburg Pincus in 1997

- Senior manager and partner with Green Cay Asset Management,
1996 - 1997

- Senior portfolio manager and director with Foreign & Colonial Emerging
Markets, London, 19XX - 199X

[NIERMAN PHOTO]

NANCY NIERMAN
Vice President

- Associate Portfolio Manager,
Major Foreign Markets Fund
since 19XX

- With Warburg Pincus since 1996

- Previously analyst with Fiduciary Trust Company International,
19XX - 1996

SUB-ADVISER PORTFOLIO MANAGERS

Global Post-Venture Capital Fund

RAYMOND L. HELD and THADDEUS I. GRAY manage the Global Post-Venture
Capital Fund's investments in private equity portfolios. Both are
Investment Managers and Managing Directors of Abbott Capital Management
LLC, the fund's sub-adviser. Mr. Held has been with Abbott since 1986,
while Mr. Gray joined the firm in 1989.

<PAGE> 41
ABOUT YOUR ACCOUNT

SHARE VALUATION

The price of your shares is also referred to as their net asset value (NAV).

The NAV is determined at the close of regular trading on the New York Stock
Exchange (NYSE) (usually 4 p.m. Eastern Time) each day the NYSE is open for
business. It is calculated by dividing the Common Class's total assets, less its
liabilities, by the number of Common Class shares outstanding.

Each fund values its securities based on market quotations when it calculates
its NAV. If market quotations are not readily available, securities and other
assets are valued by another method that the Board believes accurately reflects
fair value. Debt obligations that will mature in 60 days or less are valued on
the basis of amortized cost, unless the Board determines that using this method
would not reflect an investment's value.

Some fund securities may be listed on foreign exchanges that are open on days
(such as U.S. holidays) when the funds do not compute their prices. This could
cause the value of a fund's portfolio investments to be affected by trading on
days when you cannot buy or sell shares.

The Global Post-Venture Capital Fund initially values its investments in
private equity portfolios at cost. After that, the fund values these
investments according to reports from the portfolios that the sub-adviser
generally receives on a quarterly basis. The fund's net asset value typically
will not reflect interim changes in the values of its private-equity portfolio
investments.

BUYING AND
SELLING SHARES

The accompanying Shareholder Guide explains how to invest directly with the
funds. You will find information about purchases, redemptions, exchanges and
services.

Each fund is open on those days when the NYSE is open, typically Monday
through Friday. If we receive your request in proper form by the close of the
NYSE (usually 4 p.m. ET), your transaction will be priced at that day's NAV. If
we receive it after that time, it will be priced at the next business day's NAV.

FINANCIAL SERVICES FIRMS
You can also buy and sell fund shares through a variety of financial-services
firms such as banks, brokers and financial advisors. The funds have authorized
these firms (and other intermediaries that the firms may designate) to accept
orders. When an authorized firm or its designee has received your order, it is
considered received by the fund and will be priced at the next-computed NAV.

Financial-services firms may charge transaction fees or other fees that you
could avoid by investing directly with the fund. Please read their program
materials for any special provisions or additional service features that may
apply to your investment. Certain features of the fund, such as the minimum
initial or

<PAGE> 42

subsequent investment amounts, may be modified.

Some of the firms through which the funds are available include:

- - Charles Schwab & Co., Inc. Mutual Fund OneSource(R) service

- - Fidelity Brokerage Services, Inc. FundsNetwork(TM) Program

- - Waterhouse Securities, Inc.

ACCOUNT STATEMENTS

In general, you will receive account statements as follows:

- - after every transaction that affects your account balance (except for
distribution reinvestments and automatic transactions)

- - after any changes of name or address of the registered owner(s)

- - otherwise, every quarter

You will receive annual and semiannual financial reports.

DISTRIBUTIONS

As a fund investor, you are entitled to your share of the fund's net income
and gains on its investments. The fund passes these earnings along to its
shareholders as distributions.

Each fund earns dividends from stocks and interest from bond, money market
and other investments. These are passed along as dividend distributions. A fund
realizes capital gains whenever it sells securities for a higher price than it
paid for them. These are passed along as capital gain distributions.

The funds typically distribute net income and capital gains annually, usually
in December.

Most investors have their distributions reinvested in additional shares of
the same fund. Distributions will be reinvested unless you choose on your
account application to have a check for your distributions mailed to you or sent
by electronic transfer.

TAXES

As with any investment, you should consider how your investment in a fund
will be taxed. Unless your account is an IRA or other tax-advantaged account,
you should be aware of the potential tax implications. Please consult your tax
professional concerning your own tax situation.

TAXES ON DISTRIBUTIONS
As long as a fund continues to meet the requirements for being a
tax-qualified regulated investment company, it pays no federal income tax on the
earnings it distributes to shareholders.

Distributions you receive from a fund, whether reinvested or taken in cash,
are generally considered taxable. Fund distributions are taxed based on the
length of time the fund holds its assets, regardless of how long you have held
fund shares. Distributions from a fund's long-term capital gains are taxed as
capital gains; distributions from other sources are generally taxed as ordinary

<PAGE> 43

income. The funds will mostly make capital gains distributions.

If you buy shares shortly before or on the "record date"--the date that
establishes you as the person to receive the upcoming distribution--you may
receive a portion of the money you just invested in the form of a taxable
distribution.

The Form 1099 that is mailed to you every January details your distributions
and their federal tax category.

TAXES ON TRANSACTIONS
Any time you sell or exchange shares, it is considered a taxable event for
you. Depending on the purchase price and the sale price of the shares you sell
or exchange, you may have a gain or loss on the transaction. You are
responsible for any tax liabilities generated by your transactions.

<PAGE> 44

OTHER INFORMATION

ABOUT THE DISTRIBUTOR

Counsellors Securities Inc., a wholly owned subsidiary of Warburg Pincus, is
responsible for:

- - making the funds available to you

- - account servicing and maintenance

- - sub-transfer agency services, sub-accounting services, and administrative
services related to sale of the Common Class

As part of their business strategies, each of the funds except the
International Equity Fund has adopted a Rule 12b-1 shareholder servicing and
distribution plan to compensate Counsellors Securities for the above services.
Under the plan, Counsellors Securities receives fees at an annual rate of 0.25%
of average daily net assets of the fund's Common Class. Because the fees are
paid out of a fund's assets on an on-going basis, over time they will increase
the cost of your investment and may cost you more than paying other types of
sales charges.

<PAGE> 45

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<PAGE> 46

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<PAGE> 47

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<PAGE> 48

FOR MORE INFORMATION

More information about these funds is available free upon request, including
the following:

SHAREHOLDER GUIDE

Explains how to buy and sell shares. The Shareholder Guide is incorporated by
reference into (is legally part of) this prospectus.

ANNUAL/SEMIANNUAL REPORTS TO SHAREHOLDERS

Includes financial statements, portfolio investments and detailed performance
information.

The Annual Report also contains a letter from the fund's manager discussing
market conditions and investment strategies that significantly affected fund
performance during its past fiscal year.

OTHER INFORMATION

A current Statement of Additional Information (SAI) is on file with the
Securities and Exchange Commission (SEC) and is incorporated by reference.

You may visit the SEC's Internet Web site (www.sec.gov) to view the SAI,
material incorporated by reference and other information. You can also obtain
copies by visiting the SEC's Public Reference Room in Washington, DC
(phone 800-SEC-0330) or by sending your request and a duplicating fee to the
SEC's Public Reference Section, Washington, DC 20549-6009.

Please contact Warburg Pincus Funds to obtain, without charge, the SAI and
Annual and Semiannual Reports and to make shareholder inquiries:

BY TELEPHONE:
800-WARBURG
(800-927-2874)

BY MAIL:
Warburg Pincus Funds
P.O. Box 9030
Boston, MA 02205-9030

BY OVERNIGHT OR COURIER SERVICE:
Boston Financial
Attn: Warburg Pincus Funds
2 Heritage Drive
North Quincy, MA 02171

ON THE INTERNET:
www.warburg.com

SEC FILE NUMBERS:

Warburg Pincus Major
Foreign Markets Fund 811-08459

Warburg Pincus International
Equity Fund 811-05765

Warburg Pincus International
Small Company Fund 811-08737

Warburg Pincus Emerging Markets Fund 811-08252

Warburg Pincus Global
Post-Venture Capital 811-07327

[WARBURG PINCUS FUNDS LOGO]

P.O. BOX 9030, BOSTON, MA 02205-9030
800-WARBURG (800-927-2874) -- www.warburg.com
COUNSELLORS SECURITIES INC., DISTRIBUTOR. WPISF-1-0399
<PAGE> 49

Subject to Completion, dated December 17, 1998
PROSPECTUS
Advisor Class
February 15, 1999

Warburg Pincus
International Equity Fund

As with all mutual funds, the Securities and Exchange
Commission has not approved this fund, nor has it passed
upon the adequacy or accuracy of this Prospectus. It is a
criminal offense to state otherwise.

[WARBURG PINCUS LOGO]

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

<PAGE> 50

CONTENTS

<TABLE>
<S> <C>
KEY POINTS.................... .................... 3
Goals and Principal Strategies.................. 3
Investor Profile................................ 3
A Word About Risk............................... 4
PERFORMANCE SUMMARY............... ................ 5
Year-by-Year Total Returns...................... 5
Average Annual Total Returns.................... 6
INVESTOR EXPENSES................ ................. 7
Fees and Fund Expenses.......................... 7
Example......................................... 8
THE FUND IN DETAIL................ ................ 9
The Management Firm............................. 9
Multi-Class Structure........................... 9
Fund Information Key............................ 10
Goal and Strategy............................... 11
Portfolio Investments........................... 11
Risk Factors.................................... 11
Portfolio Management............................ 12
Investor Expenses............................... 12
MORE ABOUT RISK................. .................. 13
Introduction.................................... 13
Types of Investment Risk........................ 13
Certain Investment Practices.................... 16
MEET THE MANAGERS................ ................. 20
ABOUT YOUR ACCOUNT................ ................ 22
Share Valuation................................. 22
Account Statements.............................. 22
Distributions................................... 22
Taxes........................................... 22
OTHER INFORMATION................ ................. 24
About the Distributor........................... 24
Buying Shares................................... 25
Selling Shares.................................. 27
Shareholder Service............................. 29
Other Policies.................................. 30
FOR MORE INFORMATION............... ............... back cover
</TABLE>

<PAGE> 51

KEY POINTS
GOALS AND PRINCIPAL STRATEGIES

<TABLE>
<CAPTION>
FUND/RISK FACTORS GOAL STRATEGY
<S> <C> <C>
INTERNATIONAL EQUITY Long-term capital - Invests in foreign equity
FUND appreciation securities
Risk factors: - Diversifies its investments
Market risk across countries, including
Foreign securities emerging markets
- Favors stocks with discounted
valuations, using a value-based,
bottom-up investment approach
</TABLE>

INVESTOR PROFILE

THIS FUND IS DESIGNED FOR INVESTORS WHO:

- have longer time horizons

- are willing to assume the risk of losing money in exchange for attractive
potential long-term returns

- are investing for growth or capital appreciation

- want to diversify their portfolios internationally

IT MAY NOT BE APPROPRIATE IF YOU:

- are investing for a shorter time horizon

- are uncomfortable with an investment that has a higher degree of volatility

- want to limit your exposure to foreign securities

- are looking for income

You should base your investment decision on your own goals, risk preferences
and time horizon.

<PAGE> 52

A WORD ABOUT RISK

All investments involve some level of risk. Simply defined, risk is the
possibility that you will lose money or not make money.

Principal risk factors for the fund are discussed below. Before you invest,
please make sure you understand the risks that apply to the fund. As with any
mutual fund, you could lose money over any period of time.

Investments in the fund are not bank deposits and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

MARKET RISK

FOREIGN SECURITIES

A fund that invests outside the U.S. carries additional risks that include:

-CURRENCY RISK Fluctuations in exchange rates between the U.S. dollar and
foreign currencies may negatively
affect an investment. Adverse changes in exchange rates may erode or reverse
any gains produced by foreign-currency denominated investments and may widen
any losses. The fund may, but is not required to, seek to reduce currency risk
by hedging part or all of its exposure to various foreign currencies.

-INFORMATION RISK Key information about an issuer, security or market may be
inaccurate or unavailable.

-POLITICAL RISK Foreign governments may expropriate assets, impose capital or
currency controls, impose punitive taxes, or nationalize a company or
industry. Any of these actions could have a severe effect on security prices
and impair the fund's ability to bring its capital or income back to the U.S.
Other political risks include economic policy changes, social and political
instability, military action and war.

4
<PAGE> 53

PERFORMANCE SUMMARY

The bar chart below and the table on the next page provide an indication of the
risks of investing in this fund. The bar chart shows you how the fund's
performance has varied from year to year for up to ten years. The table compares
the fund's performance over time to that of a broadly based securities market
index and other indexes, if applicable. As with all mutual funds, past
performance is not a prediction of the future.

YEAR-BY-YEAR TOTAL RETURNS

<PAGE> 54

AVERAGE ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS 10 YEARS LIFE OF INCEPTION
PERIOD ENDED 12/31/98: 1998 1994-1998 1989-1998 FUND DATE
<S> <C> <C> <C> <C> <C>
INTERNATIONAL EQUITY FUND XX.xx% XX.xx% XX.xx% XX.xx% 5/2/89
MSCI ALL COUNTRY WORLD
EXCLUDING THE US INDEX XX.xx% XX.xx% XX.xx% XX.xx%
</TABLE>

(1) Annualized.

UNDERSTANDING PERFORMANCE

-TOTAL RETURN tells you how much an investment in the fund has changed in
value over a given time period. It assumes that all dividends and capital
gains (if any) were reinvested in additional shares. The change in value
can be stated either as a cumulative return or as an average annual rate
of return.

-A CUMULATIVE TOTAL RETURN is the actual return of an investment for a
specified period. The year-by-year total returns in the bar chart are
examples of one-year cumulative total returns.

-An AVERAGE ANNUAL TOTAL RETURN applies to periods longer than one year.
It smoothes out the variations in year-by-year performance to tell you
what constant annual return would have produced the investment's actual
cumulative return. This gives you an idea of an investment's annual
contribution to your portfolio, assuming you held it for the entire
period.

-Because of compounding, the average annual total returns in the table
cannot be computed by averaging the returns in the bar chart.

6
<PAGE> 55

INVESTOR EXPENSES

FEES AND FUND EXPENSES

This table describes the fees and expenses you may bear as a shareholder. Annual
fund operating expense figures are for the fiscal year ended October 31, 1998.

<TABLE>
<S> <C>
SHAREHOLDER FEES
(paid directly from your investment)
Sales charge "load" on purchases NONE
Deferred sales charge "load" NONE
Sales charge "load" on reinvested distributions NONE
Redemption fees NONE
Exchange fees NONE
ANNUAL FUND OPERATING EXPENSES
(deducted from fund assets)
Management fee 1.00%
Distribution and service (12b-1) fee .50%
Other expenses xx%
TOTAL ANNUAL FUND OPERATING EXPENSES* xx%
</TABLE>

* Actual fees and expenses for the fiscal year ended October 31, 1998 are shown
below. Fee waivers and expense reimbursements or credits reduced expenses for
the fund during 1998 but may be discontinued at any time.

<TABLE>
<CAPTION>
EXPENSES AFTER WAIVERS AND REIMBURSEMENTS
<S> <C>
Management fee xx%
Distribution and service (12b-1) fee .50%
Other expenses xx%
TOTAL ANNUAL FUND OPERATING EXPENSES XX%
</TABLE>

<PAGE> 56

EXAMPLE

This example may help you compare the cost of investing in this fund with the
cost of investing in other mutual funds. Because it uses hypothetical
conditions, your actual costs may be higher or lower.

Assume you invest $10,000, the fund returns 5% annually, expense ratios remain
as listed in the first table on the opposite page (before fee waivers and
expense reimbursements and credits), and you close your account at the end of
each of the time periods shown. Based on these assumptions, your cost would be:

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C>
$xx $xx $xx $xx
</TABLE>

8
<PAGE> 57

THE FUND IN DETAIL

THE MANAGEMENT FIRM

WARBURG PINCUS ASSET MANAGEMENT, INC.
466 Lexington Avenue
New York, NY 10017-3147

- Investment adviser for the fund

- Responsible for managing the fund's assets according to its goal and strategy

- A professional investment advisory firm providing investment services to
individuals since 1970 and to institutions since 1973

- Currently manages approximately $xx billion in assets

For easier reading, Warburg Pincus Asset Management, Inc. will be referred to
as "Warburg Pincus" or "we" throughout this Prospectus.

MULTI-CLASS STRUCTURE

This fund offers two classes of shares, Common and Advisor. This Prospectus
offers the Advisor class of shares, which are sold through financial services
firms.

The Common class is described in a separate Prospectus.

<PAGE> 58

FUND INFORMATION KEY

The description on the next page provides the following information about the
fund:

GOAL AND STRATEGY
The fund's particular investment goals and the strategies it intends to use
in pursuing them. Percentages of fund
assets are based on total assets unless indicated otherwise.

PORTFOLIO INVESTMENTS
The primary types of securities in which the fund invests. Secondary
investments are described in "More About Risk."

RISK FACTORS
The major risk factors associated with the fund. Additional risk factors are
included in "More About Risk."

PORTFOLIO MANAGEMENT
The individuals designated by the investment adviser to handle the fund's
day-to-day management.

INVESTOR EXPENSES
Actual fund expenses for the 1998 fiscal year. Future expenses may be higher
or lower.

- MANAGEMENT FEE The fee paid to the investment adviser for providing
investment advice to the fund. Expressed as a percentage of average net
assets after waivers.

- DISTRIBUTION AND SERVICE (12b-1) FEES Fees paid by the fund to the
distributor for making shares of the fund available to you. Expressed as
a percentage of average net assets.

- OTHER EXPENSES Fees paid by the fund for items such as administration,
transfer agency, custody, auditing, legal, registration fees and
miscellaneous expenses. Expressed as a percentage of average net assets
after waivers, credits and reimbursements.

FINANCIAL HIGHLIGHTS
A table showing the fund's audited financial performance for up to five
years.

- TOTAL RETURN How much you would have earned on an investment in the fund,
assuming you had reinvested all dividend and capital gain distributions.

- PORTFOLIO TURNOVER An indication of trading frequency.

The fund may sell securities without regard to the length of time they have
been held. A high turnover rate may increase the fund's transaction costs and
negatively affect its performance. Portfolio turnover may also result in
capital-gain distributions that could raise your income tax liability.

The Annual Report includes the auditor's report, along with the fund's
financial statements. It is available free upon request.

10
<PAGE> 59

GOAL AND STRATEGY

This fund seeks long-term capital appreciation. To pursue this goal, it
invests in equity securities
of companies located or conducting
a majority of their business outside
the U.S. or companies whose securities trade primarily in markets outside of the
U.S.

PORTFOLIO INVESTMENTS

This fund intends to invest substantially all of its assets in the following
types of equity securities:

- common stocks

- warrants

- securities convertible into or exchangeable for common stocks

To a limited extent, the fund may also engage in other investment practices.

RISK FACTORS

This fund's principal risk factors are:

- market risk

- foreign securities

11
<PAGE> 60

PORTFOLIO MANAGEMENT

P. Nicholas Edwards, Harold W. Ehrlich, Richard H. King and Vincent J.
McBride manage the fund's investment portfolio. You can find out more about them
in "Meet the Managers."

INVESTOR EXPENSES

Management fee .xx%
Distribution and service
(12b-1) fee .xx%
All other expenses .xx%
Total expenses X.xx%

FINANCIAL HIGHLIGHTS

The figures below have been audited by the fund's independent auditors,
PricewaterhouseCoopers LLP.

PERIOD ENDED: 10/98 10/97 10/96 10/95 10/94
<S> <C> <C> <C> <C> <C>
PER-SHARE DATA
Net asset value, beginning of period $20.50 $19.16 $20.38 $16.91
Investment activities:
Net investment income 0.04 0.18 0.03 0.16
Net gains or losses on investments
and foreign currency related items
(both realized and unrealized) 0.78 1.68 (0.67) 3.35
Total from investment activities 0.82 1.86 (0.64) 3.51
Distributions:
From net investment income (0.04) (0.52) (0.05) (0.00)
Distributions from realized gains (0.74) 0.00 (0.53) (0.04)
Total distributions (0.78) (0.52) (0.58) (0.04)
Net asset value, end of period $20.54 $20.50 $19.16 $20.38
Total return 4.04% 9.89% (3.04%) 20.77%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
(000s omitted) $500,473 $500,465 $317,736 $199,404
Ratio of expenses to average net
assets 1.76%(1) 1.81%(1) 1.89% 1.94%
Ratio of net income to average net
assets .15% .18% .20% (.29)%
Decrease reflected in above operating
expense ratios due to
waivers/reimbursement 0.00% 0.00% 0.00% 0.00%
Portfolio turnover rate 61.80% 32.49% 39.24% 17.02%
</TABLE>

(1) Interest earned on uninvested cash balances is used to offset portions of
the transfer agent expense. These arrangements resulted in a reduction to
the Advisor Shares' expenses by [ %], .00% and .01%, for the years ending
October 31, 1998, 1997 and 1996, respectively. The Advisor Shares' operating
expense ratio after reflecting these arrangements were [ %], 1.76% and
1.80% for the years ended October 31, 1998, 1997 and 1996, respectively.

<PAGE> 61

MORE ABOUT RISK

INTRODUCTION

The fund's goal and principal strategies largely determine its risk profile.
You will find a concise description of the fund's risk profile in "Key Points."
The fund discussion contains more detailed information. This section discusses
other risks that may affect the fund.

The fund may use certain investment practices that have higher risks
associated with them. However, the fund has limitations and policies designed to
reduce many of the risks. The "Certain Investment Practices" table describes
these practices and the limitations on their use.

TYPES OF INVESTMENT RISK

The following risks are referred to throughout this prospectus.

ACCESS RISK Some countries may restrict the fund's access to investments or
offer terms that are less advantageous than those for local investors. This
could limit the attractive investment opportunities available to the fund.

CORRELATION RISK The risk that changes in the value of a hedging instrument
will not match those of the investment being hedged.

CREDIT RISK The issuer of a security or the counterparty to a contract may
default or otherwise become unable to honor a financial obligation.

EURO CONVERSION The introduction of a new single European currency, the euro,
may result in uncertainties for securities of European companies, European
markets and operation of the fund. The euro was introduced on January 1, 1999 by
eleven European Union member countries who are participating in European
Monetary Union (EMU).

The introduction of the euro results in the redenomination of certain
European debt and equity securities over a period of time which may bring
differences in various accounting, tax and/or legal treatments that would not
otherwise occur. Any market disruptions relating to the introduction of the euro
could adversely affect the value of European securities and currencies held by
the fund. Other risks relate to the ability of financial institutions' systems
to process euro transactions. Additional economic and operational issues are
raised by the fact that certain European Union member countries, including the
United Kingdom, did not participate in EMU on January 1, 1999 and therefore did
not implement the euro on that date.

<PAGE> 62

EXPOSURE RISK The risk associated with investments (such as derivatives) or
practices (such as short selling) that increase the amount of money a fund could
gain or lose on an investment.

- HEDGED Exposure risk could multiply losses generated by a derivative or
practice used for hedging purposes. Such losses should be substantially
offset by gains on the hedged investment. However, while hedging can reduce
or eliminate losses, it can also reduce or eliminate gains.

- SPECULATIVE To the extent that a derivative or practice is not used as a
hedge, the fund is directly exposed to its risks. Gains or losses from
speculative positions in a derivative may be much greater than the
derivative's original cost. For example, potential losses from writing
uncovered call options and from speculative short sales are unlimited.

INFORMATION RISK Key information about an issuer, security or market may be
inaccurate or unavailable.

OPERATIONAL RISK Some countries have less developed securities markets (and
related transaction, registration and custody practices) that could subject the
fund to losses from fraud, negligence, delay or other actions.

POLITICAL RISK Foreign governments may expropriate assets, impose capital or
currency controls, impose punitive taxes, or nationalize a company or industry.
Any of these actions could have a severe effect on security prices and impair
the fund's ability to bring its capital or income back to the U.S. Other
political risks include economic policy changes, social and political
instability, military action and war.

VALUATION RISK The lack of an active trading market may make it difficult to
obtain an accurate price for a fund security.

YEAR 2000 PROCESSING RISK The fund's adviser is working to address the Year
2000 issue relating to the change from "99" to

14
<PAGE> 63

"00" on January 1, 2000 and has obtained assurances from service providers that
they are taking similar steps. The adviser is working on the Year 2000 issue
pursuant to a plan designed to address potential problems and progress is
proceeding according to the plan. The adviser anticipates the completion of
testing of internal systems in early 1999, and is developing contingency plans
intended to address any unexpected service problems. However, there can be no
assurance that these efforts will be sufficient, and any noncompliant computer
systems could hurt key fund operations, such as shareholder servicing, pricing
and trading.

The Year 2000 issue affects practically all companies, organizations,
governments, markets and economies throughout the world -- including companies
or governmental entities in which the fund invests and markets in which it
trades. However, at this time no one knows precisely what the degree of impact
will be. To the extent that the impact on a fund holding or on markets or
economies is negative, it could seriously affect the fund's performance.

15
<PAGE> 64

CERTAIN INVESTMENT PRACTICES

For each of the following practices, this table shows the applicable investment
limitation. Risks are indicated for each practice.

KEY TO TABLE:

<TABLE>
<S> <C>
[-] Permitted without limitation; does not indicate actual use
20% Italic type (e.g., 20%) represents an investment limitation
as a percentage of NET fund assets; does not indicate actual
use
20% Roman type (e.g., 20%) represents an investment limitation
as a percentage of TOTAL fund assets; does not indicate
actual use
[ ] Permitted, but not expected to be used to a significant
extent
</TABLE>

<TABLE>
<S> <C>
- --------------------------------------------------------------------
INVESTMENT PRACTICE LIMIT
- --------------------------------------------------------------------
BORROWING The borrowing of money from banks to meet
redemptions or for other temporary or emergency purposes.
Speculative exposure risk. 30%
- --------------------------------------------------------------------
COUNTRY/REGION FOCUS Investing a significant portion of fund
assets in a single country or region. Market swings in the
targeted country or region will be likely to have a greater
effect on fund performance than they would in a more
geographically diversified equity fund. Currency, market,
political risks. [-]
- --------------------------------------------------------------------
CURRENCY HEDGING Instruments, such as options, futures or
forwards, intended to manage fund exposure to currency risk.
Options, futures or forwards involve the right or obligation
to buy or sell a given amount of foreign currency at a
specified price and future date.* Correlation, credit,
currency, hedged exposure, liquidity, political, valuation
risks. [-]
- --------------------------------------------------------------------
EMERGING MARKETS Countries generally considered to be
relatively less developed or industrialized. Emerging
markets often face economic problems that could subject the
fund to increased volatility or substantial declines in
value. Deficiencies in regulatory oversight, market
infrastructure, shareholder protections and company laws
could expose the fund to risks beyond those generally
encountered in developed countries. Access, currency,
information, liquidity, market, operational, political,
valuation risks. [-]
- --------------------------------------------------------------------
EQUITY SWAPS A contract between the fund and another party
in which the parties agree to exchange streams of payments
based on certain benchmarks. For example, the fund may use
equity swaps to gain access to the performance of a
benchmark asset (such as an index or one or more stocks)
where the fund's direct investment is restricted. Credit,
currency, interest rate, liquidity, market, political,
speculative exposure, valuation risks. [ ]
- --------------------------------------------------------------------
</TABLE>

<PAGE> 65

- --------------------------------------------------------------------
INVESTMENT PRACTICE LIMIT
- --------------------------------------------------------------------
FUTURES AND OPTIONS ON FUTURES Exchange-traded contracts
that enable the fund to hedge against or speculate on future
changes in currency values, interest rates or stock indexes.
Futures obligate the fund (or give it the right, in the case
of options) to receive or make payment at a specific future
time based on those future changes.* Correlation, currency,
hedged exposure, interest-rate, market, speculative exposure
risks.** [ ]
- --------------------------------------------------------------------
NON-INVESTMENT-GRADE DEBT SECURITIES Debt securities and
convertible securities rated below the fourth-highest grade
(BBB/Baa) by Standard & Poor's or Moody's rating service,
and unrated securities of comparable quality. Commonly
referred to as junk bonds. Credit, information, interest-
rate, liquidity, market, valuation risks. [-]
- --------------------------------------------------------------------
OPTIONS Instruments that provide a right to buy (call) or
sell (put) a particular security or an index of securities
at a fixed price within a certain time period. A fund may
purchase both put and call options for hedging or
speculative purposes.* Correlation, credit, hedged exposure,
liquidity, market, speculative exposure risks. 10%
- --------------------------------------------------------------------
PRIVATE EQUITY PORTFOLIOS Private limited partnerships or
other investment funds that themselves invest in equity or
debt securities of:
- -companies in the venture capital or post-venture capital
stages of development
- -companies engaged in special situations or changes in
corporate control, including buyouts
Information, liquidity, market, valuation risks. [ ]
- --------------------------------------------------------------------
PRIVATIZATION PROGRAMS Foreign governments may sell all or
part of their interests in enterprises they own or control.
Access, currency, information, liquidity, operational,
political, valuation risks. [-]
- --------------------------------------------------------------------
RESTRICTED AND OTHER ILLIQUID SECURITIES Securities with
restrictions on trading, or those not actively traded. May
include private placements. Liquidity, market, valuation
risks. 10%
- --------------------------------------------------------------------
</TABLE>

<PAGE> 66

- --------------------------------------------------------------------
INVESTMENT PRACTICE LIMIT
- --------------------------------------------------------------------
SECURITIES LENDING Lending portfolio securities to financial
institutions; the fund receives cash, U.S. government
securities or bank letters of credit as collateral. Credit,
liquidity, market, operational risks. [ ]
- --------------------------------------------------------------------
SPECIAL-SITUATION COMPANIES Companies experiencing unusual
developments affecting their market values. Special
situations may include acquisition, consolidation,
reorganization, recapitalization, merger, liquidation,
special distribution, tender or exchange offer, or
potentially favorable litigation. Securities of a
special-situation company could decline in value and hurt
the fund's performance if the anticipated benefits of the
special situation do not materialize. Information, market
risks. [ ]
- --------------------------------------------------------------------
START-UP AND OTHER SMALL COMPANIES Companies with small
relative market capitalizations, including those with
continuous operations of less than three years. Information,
liquidity, market, valuation risks. [-]
- --------------------------------------------------------------------
TEMPORARY DEFENSIVE TACTICS Placing some or all of the
fund's assets in investments such as money market
obligations and investment-grade debt securities for
defensive purposes. Although intended to avoid losses in
adverse market, economic, political or other conditions,
defensive tactics might be inconsistent with the fund's
principal investment strategies and might prevent the fund
from achieving its goal. [ ]
- --------------------------------------------------------------------
</TABLE>

<PAGE> 67

- --------------------------------------------------------------------
INVESTMENT PRACTICE LIMIT
- --------------------------------------------------------------------
WARRANTS Options issued by a company granting the holder the
right to buy certain securities, generally common stock, at
a specified price and usually for a limited time. Liquidity,
market, speculative exposure risks. 10%
- --------------------------------------------------------------------
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS The purchase
or sale of securities for delivery at a future date; market
value may change before delivery. Liquidity, market,
speculative exposure risks. [ ]
- --------------------------------------------------------------------
</TABLE>

* The Fund is not obligated to pursue any hedging strategy and does not
represent that these techniques are available now or will be available at any
time in the future.
** The fund is limited to 5% of net assets for initial margin and premium
amounts on futures positions considered to be speculative by the Commodity
Futures Trading Commission.

<PAGE> 68

MEET THE MANAGERS

[Edwards PHOTO]

P. NICHOLAS EDWARDS
Managing Director

- Co-Portfolio Manager,
Major Foreign Markets Fund
since fund inception

- Co-Portfolio Manager,
International Equity Fund
since April 1998

- With Warburg Pincus since 1995

- Previously director at Jardine Fleming Investment Advisers, Tokyo,
1984 - 1995

[ERLICH PHOTO]

HAROLD W. EHRLICH, CFA, CIC
Managing Director

- Co-Portfolio Manager,
Major Foreign Markets Fund
since fund inception

- Co-Portfolio Manager,
International Equity Fund
since April 1998

- With Warburg Pincus since 1995

- Previously senior vice president,
portfolio manager and analyst at Templeton Investment Counsel Inc.

Job titles indicate position with the adviser.

<PAGE> 69

[KING PHOTO]

RICHARD H. KING
Managing Director

- Portfolio Manager,
International Equity Fund
since fund inception

- Co-Portfolio Manager,
Major Foreign Markets Fund
since fund inception

- Co-Portfolio Manager,
Emerging Markets Fund
since fund inception

- With Warburg Pincus since 1989

[MCBRIDE PHOTO]

VINCENT J. MCBRIDE
Senior Vice President

- Co-Portfolio Manager,
International Equity Fund
since April 1998

- Co-Portfolio Manager,
Emerging Markets Fund
since 1997

- Associate Portfolio Manager,
Major Foreign Markets Fund
since 19XX

- With Warburg Pincus since 1994

- Previously international equity analyst with Smith Barney Inc.

21
<PAGE> 70

ABOUT YOUR ACCOUNT

SHARE VALUATION

The price of your shares is also referred to as their net asset value (NAV).

The NAV is determined at the close of regular trading on the New York Stock
Exchange (NYSE) (usually 4 p.m. Eastern Time) each day the NYSE is open for
business. It is calculated by dividing the Advisor Class's total assets, less
its liabilities, by the number of Advisor Class shares outstanding.

The fund values its securities based on market quotations when it calculates
its NAV. If market quotations are not readily available, securities and other
assets are valued by another method that the Board believes accurately reflects
fair value. Debt obligations that will mature in 60 days or less are valued on
the basis of amortized cost, unless the Board determines that using this method
would not reflect an investment's value.

Some fund securities may be listed on foreign exchanges that are open on days
(such as U.S. holidays) when the fund does not compute its prices. This could
cause the value of the fund's portfolio investments to be affected by trading on
days when you cannot buy or sell shares.

ACCOUNT STATEMENTS

In general, you will receive account statements as follows:

- after every transaction that affects your account balance (except for
distribution reinvestments and automatic transactions)

- after any changes of name or address of the registered owner(s)

- otherwise, every quarter

You will receive annual and semiannual financial reports.

DISTRIBUTIONS

As a fund investor, you are entitled to your share of the fund's net income
and gains on its investments. The fund passes these earnings along to its
shareholders as distributions.

The fund earns dividends from stocks and interest from bond, money market and
other investments. These are passed along as dividend distributions. The fund
realizes capital gains whenever it sells
securities for a higher price than it paid for them. These are passed along as
capital gain distributions.

The fund typically distributes net income and capital gains annually, usually
in December.

TAXES

As with any investment, you should consider how your investment in the fund
will be taxed. Unless your account is an IRA or other tax-advantaged account,
you should be aware of the potential tax

<PAGE> 71

implications. Please consult your tax professional concerning your own tax
situation.

TAXES ON DISTRIBUTIONS
As long as the fund continues to meet the requirements for being a
tax-qualified regulated investment company, it pays no federal income tax on the
earnings it distributes to shareholders.

Distributions you receive from the fund, whether reinvested or taken in cash,
are generally considered taxable. Fund distributions are taxed based on the
length of time the fund holds its assets, regardless of how long you have held
fund shares. Distributions from the fund's long-term capital gains are taxed as
capital gains; distributions from other sources are generally taxed as ordinary
income. The fund will mostly make capital gains distributions.

The Form 1099 that is mailed to you every January details your distributions
and their federal tax category.

TAXES ON TRANSACTIONS
Any time you sell or exchange shares, it is considered a taxable event for
you. Depending on the purchase price and the sale price of the shares you sell
or exchange, you may have a gain or loss on the transaction. You are responsible
for any tax liabilities generated by your transactions.

23
<PAGE> 72

OTHER INFORMATION

ABOUT THE DISTRIBUTOR

Counsellors Securities Inc., a wholly owned subsidiary of Warburg Pincus, is
the fund's distributor. Counsellors Securities is responsible for:

- making the fund available to you

- account servicing and maintenance

- sub-transfer agency services, and administrative services related to sale of
the Advisor Class

Certain institutions and financial services firms may offer Advisor Class
shares to their clients and customers (or participants in the case of retirement
plans). These firms provide distribution, administrative and shareholder
services for fund shareholders. The fund has adopted Rule 12b-1 shareholder
servicing and distribution plans to compensate these firms for their services.
The current 12b-1 fee is .50% per annum of the fund's average daily net assets,
although under the 12b-1 plan the fund is authorized to pay up to .75%.

<PAGE> 73

BUYING SHARES

OPENING AN ACCOUNT

Your account application provides us with key information we need to set up
your account correctly. It also lets you authorize services that you may find
convenient in the future.

If you need an application, call our Institutional Service Center to receive
one by mail or fax.

You can make your initial investment by check or wire. The "By Wire" method
in the table on page xx enables you to buy shares on a particular day at that
day's closing NAV.

BUYING AND SELLING SHARES

The fund is open on those days when the NYSE is open, typically Monday
through Friday. If we receive your request in proper form by the close of the
NYSE (usually 4 p.m. ET), your transaction will be priced at that day's NAV. If
we receive it after that time, it will be priced at the next business day's NAV.

FINANCIAL-SERVICES FIRMS

You can also buy and sell fund shares through a variety of financial-services
firms such as banks, brokers and financial advisors. The fund has authorized
these firms (and other intermediaries that the firms may designate) to accept
orders. When an authorized firm or its designee has received your order, it is
considered received by the fund and will be priced at the next-computed NAV.

ADDING TO AN ACCOUNT

You can add to your account in a variety of ways, as shown in the table. If
you want to use ACH transfer, be sure to complete the "ACH on Demand" section of
the account application.

INVESTMENT CHECKS

Please use either a personal or bank check payable in U.S. dollars to Warburg
Pincus Advisor Funds. Unfortunately, we cannot accept "starter" checks that do
not have your name pre-printed on them. We also cannot accept checks payable to
you or to another party and endorsed to the order of Warburg Pincus Advisor
Funds. These types of checks may be returned to you and your purchase order may
not be processed. Limited exceptions include properly endorsed UTMA and UGMA
Rollovers and government checks.

WIRE INSTRUCTIONS

State Street Bank and Trust Company
ABA# 0110 000 28
Attn: Mutual Funds/Custody Dept.
[Warburg Pincus Advisor Fund Name]
DDA# 9904-649-2
F/F/C: [Account Number and Registration]

<PAGE> 74

<TABLE>
<CAPTION>
OPENING AN ACCOUNT ADDING TO AN ACCOUNT
<S> <C>
BY CHECK
- - Complete the New Account Application. - Make your check payable to Warburg
- - Make your check payable to Warburg Pincus Advisor Funds.
Pincus Advisor Funds. - Write the account number and the fund
- - Mail to Warburg Pincus Advisor Funds. name on your check.
- Mail to Warburg Pincus Advisor Funds.
BY EXCHANGE
- - Call our Institutional Service Center - Call our Institutional Service Center
to request an exchange. Be sure to read to request an exchange.
the current prospectus for the new If you do not have telephone privileges,
fund. mail or fax a letter of instruction.
If you do not have telephone privileges,
mail or fax a letter of instruction.
BY WIRE
- - Complete and sign the New Account - Call our Institutional Service Center
Application. by 4 p.m. ET to inform us of the incoming
- - Call our Institutional Service Center wire. Please be sure to specify your
and fax the signed New Account name, account number and the fund name
Application by 4 p.m. ET. on your wire advice.
- - Institutional Services will telephone - Wire the money for receipt that day.
you with your account number. Please be
sure to specify your name, account
number and the fund name on your wire
advice.
- - Wire your initial investment for
receipt that day.
- - Mail the original, signed application
to Warburg Pincus Advisor Funds.
BY ACH TRANSFER

- - Cannot be used to open an account. - Call our Institutional Service Center
to request an ACH transfer from your
bank.
- Your purchase will be effective at the
next NAV calculated after we receive your
order in proper form.
Requires ACH on Demand privileges.
</TABLE>

INSTITUTIONAL SERVICES 800-222-8977
MONDAY - FRIDAY, 8 A.M. - 5 P.M. ET

26
<PAGE> 75

SELLING SHARES

<TABLE>
<CAPTION>
SELLING SOME OR ALL OF YOUR SHARES CAN BE USED FOR
<S> <C>
BY MAIL

Write us a letter of instruction that - Sales of any amount.
includes:
- - your name(s) and signature(s) or, if
redeeming on an investor's behalf, the
name(s) of the registered owner(s) and
the signature(s) of their legal
representative(s)
- - the fund name and account number
- - the dollar amount you want to sell
- - how to send the proceeds
Obtain a signature guarantee or other
documentation, if required (see "Selling
Shares in Writing").
Mail the materials to Warburg Pincus
Advisor Funds.
If only a letter of instruction is
required, you can fax it to the
Institutional Service Center.
BY EXCHANGE
- - Call our Institutional Service Center - Accounts with telephone privileges.
to request an exchange. Be sure to read If you do not have telephone privileges,
the current prospectus for the new fund. mail or fax a letter of instruction to
exchange shares.
BY PHONE

Call our Institutional Service Center to - Accounts with telephone privileges.
request a redemption. You can receive the
proceeds as:
- - a check mailed to the address of record
- - an ACH transfer to your bank
- - a wire to your bank
See "By Wire or ACH Transfer" for
details.
BY WIRE OR ACH TRANSFER
- - Complete the "Wire Instructions" or - Requests by phone or mail.
"ACH on Demand" section of your New
Account Application.
- - For federal-funds wires, proceeds will
be wired on the next business day. For
ACH transfers, proceeds will be
delivered within two business days.
</TABLE>

<PAGE> 76

SELLING SHARES IN WRITING

Some circumstances require a written sell order, along with a signature
guarantee. These include:

- accounts whose address of record has been changed within the past 30 days

- redemption in certain large accounts (other than by exchange)

- requests to send the proceeds to a different payee or address

- shares represented by certificates, which must be returned with your sell
order

A signature guarantee helps protect against fraud. You can obtain one from
most banks or securities dealers, but not from a notary public.

RECENTLY PURCHASED SHARES

If the fund has not yet collected payment for the shares you are selling, it
will delay sending you the proceeds until your purchase payment clears. This may
take up to 10 calendar days after the purchase. To avoid the collection period,
consider buying shares by bank wire, bank check, certified check or money order.

INSTITUTIONAL SERVICES 800-222-8977
MONDAY - FRIDAY, 8 A.M. - 5 P.M. ET

28
<PAGE> 77

SHAREHOLDER SERVICES

AUTOMATIC SERVICES

Buying or selling shares automatically is easy with the services described
below. You can set up most of these services with your account application or by
calling our Institutional Service Center.

AUTOMATIC MONTHLY INVESTMENT PLAN

For making automatic investments from a designated bank account.

AUTOMATIC WITHDRAWAL PLAN

For making automatic monthly, quarterly, semiannual or annual withdrawals.

TRANSFERS/GIFTS TO MINORS

Depending on state laws, you can set up a custodial account under the Uniform
Transfers-to-Minors Act (UTMA) or the Uniform Gifts-to-Minors Act (UGMA). Please
consult your tax professional about these types of accounts.

ACCOUNT CHANGES

Call our Institutional Service Center to update your account records whenever
you change your address. Institutional Services can also help you change your
account information or privileges.

<PAGE> 78

OTHER POLICIES

TRANSACTION DETAILS

You are entitled to capital-gain and earned dividend distributions as soon as
your purchase order is executed.

Your purchase order will be canceled and you may be liable for losses or fees
incurred by the fund if:

- your investment check or ACH transfer does not clear

- you place a telephone order by 4 p.m. ET and we do not receive your wire that
day

If you wire money without first calling our Institutional Service Center to
place an order, and your wire arrives after the close of regular trading on the
NYSE, then your order will not be executed until the end of the next business
day. In the meantime, your payment will be held uninvested. Your bank or other
financial-services firm may charge a fee to send or receive wire transfers.

While we monitor telephone servicing resources carefully, during periods of
significant economic or market change it may be difficult to place orders by
telephone.

Uncashed redemption or distribution checks do not earn interest.
SPECIAL SITUATIONS

The fund reserves the right to:

- refuse any purchase or exchange request, including those from any person or
group who, in the fund's view, is likely to engage in excessive trading

- change or discontinue its exchange privilege after 30 days' notice to
current investors, or temporarily suspend this privilege during unusual
market conditions

- impose minimum investment amounts after 15 days' notice to current investors
of any increases

- charge a wire redemption fee

- make a "redemption in kind"--payment in portfolio securities rather than
cash--for certain large redemption amounts that could hurt fund operations

- suspend redemptions or postpone payment dates as permitted by the Investment
Company Act of 1940 (such as during periods other than weekends or holidays
where the NYSE is closed or periods where trading on the NYSE is restricted,
or any other time that the SEC permits)

- stop offering its shares for a period of time (such as when management
believes that a substantial increase in assets could adversely affect it)

INSTITUTIONAL SERVICES 800-222-8977
MONDAY - FRIDAY, 8 A.M. - 5 P.M. ET

<PAGE> 79

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31
<PAGE> 80

This page intentionally left blank

32
<PAGE> 81

This page intentionally left blank

33
<PAGE> 82

FOR MORE INFORMATION

More information about this fund is available free upon request, including
the following:

ANNUAL/SEMIANNUAL REPORTS TO SHAREHOLDERS

Includes financial statements, portfolio investments and detailed performance
information.

The Annual Report also contains a letter from the fund's manager discussing
market conditions and investment strategies that significantly affected fund
performance during its past fiscal year.

OTHER INFORMATION

A current Statement of Additional Information (SAI) which provides more
detail about the fund is on file with the Securities and Exchange Commission
(SEC) and is incorporated by reference.

(phone 800-SEC-0330) or by sending your request and a duplicating fee to the
SEC's Public Reference Section, Washington, DC 20549-6009.

Please contact Warburg Pincus Funds to obtain, without charge, the SAI and
Annual and Semiannual Reports and to make shareholder inquiries:

BY TELEPHONE:
800-222-8977

BY MAIL:
Warburg Pincus Advisor Funds
P.O. Box 4906
Grand Central Station
New York, NY 10163
Attn: Institutional Services

BY OVERNIGHT OR COURIER SERVICE:
Warburg Pincus Advisor Funds
335 Madison Avenue
15th Floor
New York, NY 10017
Attn: Institutional Services

ON THE INTERNET:
www.warburg.com

SEC FILE NUMBER:

Warburg Pincus International
Equity Fund 811-05765

[WARBURG PINCUS LOGO]

P.O. BOX 4906, GRAND CENTRAL STATION, NEW YORK, NY 10163
800-369-2728 B www.warburg.com
COUNSELLORS SECURITIES INC., DISTRIBUTOR.

<PAGE> 83

Subject to Completion, dated December 17, 1998

WARBURG PINCUS FUNDS
SHAREHOLDER
GUIDE

Common Class
February 15, 1999

This Shareholder Guide is incorporated into and legally part of each Warburg
Pincus fund prospectus.

[Warburg Pincus Funds Logo]
<PAGE> 84

BUYING SHARES

OPENING AN ACCOUNT

Your account application provides us with key information we need to set up
your account correctly. It also lets you authorize services that you may find
convenient in the future.

If you need an application, call our Shareholder Service Center to receive
one by mail or fax. Or you can download it from our Internet Web site:
www.warburg.com.

You can make your initial investment by check or wire. The "By Wire" method
in the table enables you to buy shares on a particular day at that day's closing
NAV.

ADDING TO AN ACCOUNT

You can add to your account in a variety of ways, as shown in the table. If
you want to use ACH transfer, be sure to complete the "ACH on Demand" section of
the account application.

INVESTMENT CHECKS

Please use either a personal or bank check payable in U.S. dollars to Warburg
Pincus Funds. Unfortunately, we cannot accept "starter" checks that do not have
your name preprinted on them. We also cannot accept checks payable to you or to
another party and endorsed to the order of Warburg Pincus Funds. These types of
checks may be returned to you and your purchase order may not be processed.
Limited exceptions include properly endorsed IRA Rollover and government checks.

MINIMUM INITIAL INVESTMENT

<TABLE>
<S> <C>
Cash Reserve Fund: $ 1,000
New York Tax Exempt
Fund: $ 1,000
Balanced Fund: $ 1,000
Growth & Income Fund: $ 1,000
WorldPerks(R) Funds: $ 5,000
Long-Short Funds $ 25,000
All other funds: $ 2,500
IRAs: $ 500*
Transfers/Gifts-
to-Minors: $ 500*

* $25,000 minimum for Long-Short
Funds.
</TABLE>

WIRE INSTRUCTIONS

State Street Bank and Trust Company
ABA# 0110 000 28
Attn: Mutual Funds/Custody Dept.
[Warburg Pincus Fund Name]
DDA# 9904-649-2
F/F/C: [Account Number and Registration]

HOW TO REACH US

SHAREHOLDER SERVICE CENTER
Toll free: 800 -WARBURG
(800 -927-2874)
Fax: 212-370-9833

MAIL
Warburg Pincus Funds
P.O. Box 9030
Boston, MA 02205-9030

OVERNIGHT/COURIER SERVICE
Boston Financial
Attn: Warburg Pincus Funds
2 Heritage Drive
North Quincy, MA 02171

INTERNET WEB SITE
www.warburg.com
2

<PAGE> 85

<TABLE>
<CAPTION>
OPENING AN ACCOUNT ADDING TO AN ACCOUNT
<S> <C>
BY CHECK
- - Complete the New Account Application. - Make your check payable to Warburg
For IRAs use the Universal IRA Pincus Funds.
Application. - Write the account number and the fund
- - Make your check payable to Warburg name on your check.
Pincus Funds. - Mail to Warburg Pincus Funds.
- - Mail to Warburg Pincus Funds. - Minimum amount is $100.

BY EXCHANGE
- - Call our Shareholder Service Center to - Call our Shareholder Service Center to
request an exchange. Be sure to read request an exchange.
the current prospectus for the new - Minimum amount is $250.
fund. Also please observe the minimum If you do not have telephone privileges,
initial investment. mail or fax a signed letter of
If you do not have telephone privileges, instruction.
mail or fax a signed letter of
instruction.

BY WIRE

- - Complete and sign the New Account - Call our Shareholder Service Center by
Application. 4 p.m. ET to inform us of the incoming
- - Call our Shareholder Service Center and wire. Please be sure to specify your
fax the signed New Account Application name, the account number and the fund
by 4 p.m. ET. name on your wire advice.
- - Shareholder Services will telephone you - Wire the money for receipt that day.
with your account number. Please be - Minimum amount is $500.
sure to specify your name, the account
number and the fund name on your wire
advice.
- - Wire your initial investment for
receipt that day.
- - Mail the original, signed application
to Warburg Pincus Funds.

This method is not available for IRAs.

BY AUTOMATED CLEARING HOUSE (ACH) TRANSFER

- - Cannot be used to open an account. - Call our Shareholder Service Center to
request an ACH transfer from your bank.
- Your purchase will be effective at the
next NAV calculated after we receive your
order in proper form.
- Minimum amount is $50.
Requires ACH on Demand privileges.
</TABLE>

800-WARBURG (800-927-2874)
MONDAY - FRIDAY, 8 A.M. - 8 P.M. ET SATURDAY, 8 A.M. - 4 P.M. ET
3

<PAGE> 86

SELLING SHARES(*)

<TABLE>
<CAPTION>
SELLING SOME OR ALL OF YOUR SHARES CAN BE USED FOR
<S> <C>
BY MAIL

Write us a letter of instruction that - Accounts of any type.
includes: - Sales of any amount.
- - your name(s) and signature(s) For IRAs please use the IRA Distribution
- - the fund name and account number Request Form.
- - the dollar amount you want to sell
- - how to send the proceeds

Obtain a signature guarantee or other
documentation, if required (see "Selling
Shares in Writing").

Mail the materials to Warburg Pincus
Funds.

If only a letter of instruction is
required, you can fax it to the
Shareholder Service Center.

BY EXCHANGE
- - Call our Shareholder Service Center to - Accounts with telephone privileges.
request an exchange. Be sure to read If you do not have telephone privileges,
the current prospectus for the new fund. mail or fax a letter of instruction to
Also please observe the minimum initial exchange shares.
investment.

BY PHONE

Call our Shareholder Service Center to - Non-IRA accounts with telephone
request a redemption. You can receive the privileges.
proceeds as:
- - a check mailed to the address of record
- - an ACH transfer to your bank ($50
minimum)
- - a wire to your bank ($500 minimum)
See "By Wire or ACH Transfer" for
details.

BY WIRE OR ACH TRANSFER
- - Complete the "Wire Instructions" or - Non-IRA accounts with wire-redemption
"ACH on Demand" section of your New or ACH on Demand privileges.
Account Application. - Requests by phone or mail.
- - For federal-funds wires, proceeds will
be wired on the next business day. For
ACH transfers, proceeds will be
delivered within two business days.
</TABLE>

(*) For Central & Eastern Europe Fund only: A short-term trading fee of 1.0% of
the amount redeemed will be deducted from the redemption proceeds if you sell
shares of the fund after holding them less than six months. This fee, which is
currently being waived, does not apply to shares acquired through reinvestment
of distributions. For purposes of computing the short-term trading fee, any
shares bought through reinvestment of distributions will be redeemed first
without charging the fees, followed by the shares held longest.

<PAGE> 87

SELLING SHARES IN WRITING

Some circumstances require a written sell order, along with a signature
guarantee. These include:

- accounts whose address of record has been changed within the past 30 days

- redemption in certain large amounts (other than by exchange)

- requests to send the proceeds to a different payee or address

- shares represented by certificates, which must be returned with your sell
order

A signature guarantee helps protect against fraud. You can obtain one from
most banks or securities dealers, but not from a notary public.

RECENTLY PURCHASED SHARES

LOW-BALANCE ACCOUNTS

If your account balance falls below the minimum required to keep it open due
to redemptions or exchanges, the fund may ask you to increase your balance. If
it is still below the minimum after 60 days, the fund may close your account and
mail you the proceeds.

MINIMUM TO KEEP AN ACCOUNT OPEN

<TABLE>
<S> <C>
Cash Reserve Fund: $ 750
New York Tax Exempt Fund: $ 750
Balanced Fund: $ 500
Growth & Income Fund: $ 500
WorldPerks Funds: $ 750
All other funds: $2,000
IRAs: $ 250
Transfers/Gifts to
Minors: $ 250
</TABLE>

800-WARBURG (800-927-2874)
MONDAY - FRIDAY, 8 A.M. - 8 P.M. ET SATURDAY, 8 A.M. - 4 P.M. ET
5

<PAGE> 88

SHAREHOLDER SERVICES

AUTOMATIC SERVICES

Buying or selling shares automatically is easy with the services described
below. You can set up most of these services with your account application or by
calling our Shareholder Service Center.

AUTOMATIC MONTHLY INVESTMENT PLAN

For making automatic investments ($50 minimum) from a designated bank
account.

AUTOMATIC WITHDRAWAL PLAN

For making automatic monthly, quarterly, semiannual or annual withdrawals of
$250 or more.

DISTRIBUTION SWEEP

For automatically reinvesting your dividend and capital-gain distributions
into another identically registered Warburg Pincus fund. Not available for IRAs.

RETIREMENT PLANS

Warburg Pincus offers a range of tax-advantaged retirement accounts,
including:

- Traditional IRAs

- Roth IRAs

- Roth Conversion IRAs

- Spousal IRAs

- Rollover IRAs

- SEP-IRAs

To transfer your IRA to Warburg Pincus, use the IRA Transfer/Direct Rollover
Form. If you are opening a new IRA, you will also need to complete the Universal
IRA Application. Please consult your tax professional concerning your IRA
eligibility and tax situation.

TRANSFERS/GIFTS TO MINORS

ACCOUNT CHANGES

Call our Shareholder Service Center to update your account records whenever
you change your address. Shareholder Services can also help you change your
account information or privileges.

<PAGE> 89

OTHER POLICIES

TRANSACTION DETAILS

You are entitled to capital-gain and earned dividend distributions as soon as
your purchase order is executed. For the Intermediate Maturity Government, New
York Intermediate Municipal and Fixed Income Funds and the Money Market Funds,
you begin to earn dividend distributions the business day after your purchase
order is executed. However, if we receive your purchase order and payment to
purchase shares of a Money Market Fund before 12 p.m. (noon), you begin to earn
dividend distributions on that day.
Your purchase order will be canceled and you may be liable for losses or fees
incurred by the fund if:

- your investment check or ACH transfer does not clear

- you place a telephone order by 4 p.m. ET and we do not receive your wire that
day

If you wire money without first calling Shareholder Services to place an
order, and your wire arrives after the close of regular trading on the NYSE,
then your order will not be executed until the end of the next business day. In
the meantime, your payment will be held uninvested. Your bank or other
financial-services firm may charge a fee to send or receive wire transfers.

While we monitor telephone servicing resources carefully, during periods of
significant economic or market change it may be difficult to place orders by
telephone.

Uncashed redemption or distribution checks do not earn interest.

SPECIAL SITUATIONS

A fund reserves the right to:

- refuse any purchase or exchange request, including those from any person or
group who, in the fund's view, is likely to engage in excessive trading

- change or discontinue its exchange privilege after 30 days' notice to current
investors, or temporarily suspend this privilege during unusual market
conditions

- change its minimum investment amounts after 15 days' notice to current
investors of any increases

- charge a wire redemption fee

- make a "redemption in kind"--payment in portfolio securities rather than
cash--for certain large redemption amounts that could hurt fund operations

- suspend redemptions or postpone payment dates as permitted by the Investment
Company Act of 1940 (such as during periods other than weekends or holidays
where the NYSE is closed or where trading on the NYSE is restricted, or any
other time that the SEC permits)

- modify or waive its minimum investment requirements for employees and clients
of its adviser, sub-adviser, distributor and their affiliates and, for the
Long-Short Funds, investments through certain financial-services firms
($10,000 minimum) and through retirement plan programs (no minimum)

- stop offering its shares for a period of time (such as when management
believes that a substantial increase in assets could adversely affect it)

800-WARBURG (800-927-2874)
MONDAY - FRIDAY, 8 A.M. - 8 P.M. ET SATURDAY, 8 A.M. - 4 P.M. ET

<PAGE> 90

[WARBURG PINCUS FUNDS LOGO]

P.O. BOX 9030, BOSTON, MA 02205-9030
800-WARBURG (800-927-2874) -- www.warburg.com
COUNSELLORS SECURITIES INC., DISTRIBUTOR. WPCOM-31-1098
<PAGE> 91

THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND
MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS STATEMENT OF
ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS
NOT PERMITTED.

SUBJECT TO COMPLETION, DATED DECEMBER 17, 1998

STATEMENT OF ADDITIONAL INFORMATION

FEBRUARY 15, 1999

WARBURG PINCUS MAJOR FOREIGN MARKETS FUND

WARBURG PINCUS INTERNATIONAL EQUITY FUND

WARBURG PINCUS INTERNATIONAL SMALL COMPANY FUND

WARBURG PINCUS EMERGING MARKETS FUND

WARBURG PINCUS GLOBAL POST-VENTURE CAPITAL FUND

This combined Statement of Additional Information provides information about
Warburg Pincus Major Foreign Markets Fund (the "Major Foreign Markets Fund"),
Warburg Pincus International Equity Fund (the "International Equity
Fund"),Warburg Pincus International Small Company Fund (the "International Small
Company Fund"), Warburg Pincus Emerging Markets Fund (the "Emerging Markets
Fund") and Warburg Pincus Global Post-Venture Capital Fund (the "Global
Post-Venture Capital Fund") (collectively, the "Funds") that supplements
information in the combined Prospectus for the Common Shares of the Funds and
the Prospectuses for the Advisor Shares of the International Equity Fund and the
Emerging Markets Fund, each dated February 15, 1999 (the "Prospectus").

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus. Copies of the Prospectus and the Annual
Report can be obtained by writing or telephoning:

Common Shares Advisor Shares

Warburg Pincus Funds Warburg Pincus Advisor Funds
P.O. Box 9030 P.O. Box 4906
Boston, MA 02205-9030 Grand Central Station
800-WARBURG New York, NY 10163
Attn.: Institutional Services
800-222-8977

<PAGE> 92
TABLE OF CONTENTS

Page

INVESTMENT OBJECTIVES AND POLICIES.............................................1
Strategic and Other Transactions..........................................4
Securities Options....................................................4
Securities Index Options..............................................7
OTC Options...........................................................8
Futures Activities....................................................8
Futures Contracts................................................9
Options on Futures Contracts....................................10
Currency Exchange Transactions.......................................10
Forward Currency Contracts......................................11
Currency Options................................................11
Currency Hedging................................................11
Swaps................................................................12
Hedging Generally....................................................13
Asset Coverage for Forward Contracts,Options, Futures,
Options on Futures and Swaps....................................14
Additional Information on Other Investment Practices.....................15
U.S. Government Securities...............................................15
Money Market Obligations.................................................15
Repurchase Agreements................................................16
Money Market Mutual Funds............................................16
Convertible Securities...................................................16
Debt Securities..........................................................17
Below Investment Grade Securities....................................17
Brady Bonds..............................................................19
Loan Participations andAssignments.......................................19
Securities of Other Investment Companies.................................20
Lending of Portfolio Securities..........................................20
Foreign Investments......................................................21
Foreign Currency Exchange............................................21
Euro Conversion......................................................22
Information..........................................................22
Political Instability................................................22
Foreign Markets......................................................22
Increased Expenses...................................................22
Dollar-Denominated Debt Securities of Foreign Issuer.................23
Foreign Debt Securities..............................................23
Sovereign Debt.......................................................24
Privatizations.......................................................25
Emerging Markets.....................................................25
Japanese Investments.....................................................25
Domestic Politics....................................................26

<PAGE> 93
Page

Economic Background..................................................26
Economic Trends......................................................27
Currency Fluctuation.................................................29
Securities Markets...................................................29
Other Factors........................................................31
Short Sales..............................................................31
Short Sales "Against the Box.............................................32
Warrants.................................................................33
Depositary Receipts......................................................33
Non-Publicly Traded and Illiquid Securities..............................33
Rule 144A Securities.................................................34
Borrowing................................................................35
Stand-By Commitments.....................................................35
Reverse Repurchase Agreements............................................36
When-Issued Securities and Delayed-Delivery Transactions.................37
Mortgage-Backed Securities...............................................37
Asset-Backed Securities..................................................39
Zero Coupon Securities...................................................39
Emerging Growth and Small Companies; Unseasoned Issuers..................40
Dollar Rolls.............................................................40
Temporary Defensive Strategies...........................................41
Debt Securities......................................................41
Money Market Obligations.............................................41
Non-Diversified Status (Emerging Markets Fund Only)......................41
Strategies Available to the GlobalPost-Venture Capital Fund Only.........41
Private Fund Investments.................................................41
Other Strategies.........................................................43
INVESTMENT RESTRICTIONS.......................................................43
All Funds................................................................43
Major Foreign Markets Fund...............................................43
International Equity Fund................................................45
International Small Company Fund.........................................47
Emerging Markets Fund....................................................48
Global Post-Venture Capital Fund.........................................50
PORTFOLIO VALUATION...........................................................52
PORTFOLIO TRANSACTIONS........................................................53
PORTFOLIO TURNOVER............................................................56
MANAGEMENT OF THE FUNDS.......................................................57
Officers and Board of Directors..........................................57
Directors' Total Compensation............................................60
Portfolio Managers of the Funds..........................................61
Major Foreign Markets Fund...........................................61
International Small Company Fund.....................................62
International Equity Fund and Emerging Markets Fund..................62

(ii)
<PAGE> 94
Page

Global Post-Venture Capital Fund.....................................63
Investment Advisers and Co-Administrators................................63
Custodians and Transfer Agent............................................67
Organization of the Funds................................................67
Distribution and Shareholder Servicing...................................68
Common Shares........................................................69
Advisor Shares.......................................................70
General..............................................................71
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION................................71
Automatic Cash Withdrawal Plan...........................................71
EXCHANGE PRIVILEGE............................................................72
ADDITIONAL INFORMATION CONCERNING TAXES.......................................72
The Funds and Their Investments..........................................72
Passive Foreign InvestmentCompanies......................................75
Dividends and Distributions..............................................76
Sales of Shares..........................................................76
Foreign Taxes............................................................77
Backup Withholding.......................................................77
Notices..................................................................77
Other Taxation...........................................................78
DETERMINATION OF PERFORMANCE..................................................78
TOTAL RETURN..................................................................78
INDEPENDENT ACCOUNTANTS AND COUNSEL...........................................83
FINANCIAL STATEMENTS..........................................................83
Appendix - Description Of Ratings............................................A-1

(iii)
<PAGE> 95

INVESTMENT OBJECTIVES AND POLICIES

The following information supplements the discussion of each
Fund's investment objective and policies in the Prospectus. There are no
assurances that the Funds will achieve their investment objectives.

Major Foreign Markets Fund. The investment objective of the
Major Foreign Markets Fund is long-term capital appreciation, which it seeks to
achieve by investing, under normal market conditions, at least 65% of its total
assets in securities of issuers, wherever organized, having their principal
business activities and interests in countries considered to be major foreign
securities markets ("Major Foreign Markets").

Determinations as to whether an issuer has its principal
business activities and interests in a Major Foreign Market will be made by
Warburg, based on publicly available information and inquiries made to the
issuers. In making such determinations, Warburg will consider the following
factors: (i) whether the issuer's principal securities trading market is in a
Major Foreign Market; (ii) whether the issuer derives at least 50% of its
revenues or earnings, either alone or on a consolidated basis, from goods
produced or sold, investments made or services performed in a Major Foreign
Markets, or has at least 50% of its total or net assets situated in one or more
Major Foreign Markets; or (iii) whether the issuer is organized under the laws
of, and has a principal office in, a Major Foreign Market.

International Equity Fund. The investment objective of the
International Equity Fund is long-term capital appreciation, which it seeks to
achieve by investing in international equity securities that are considered by
Warburg to have above-average potential for appreciation.

International Small Company Fund. The investment objective of
the International Small Company Fund is capital appreciation, which it seeks to
achieve by investing in a portfolio of equity securities of small-sized
companies, wherever organized, that in Warburg's judgment have their principal
business activities and interests outside of the U.S. The Fund will invest
primarily in companies whose securities are traded on national securities
exchanges or in an organized OTC market, such as the Japan Securities Dealers
Association Automated Quotation Systems ("JASDAQ"), the European Association of
Securities Dealers Automated Quotation System ("EASDAQ") and the U.K.
Alternative Investment Market ("AIM").

In appropriate circumstances, such as when a direct investment
by the International Small Company Fund in the securities of a particular
country cannot be made or when the securities of an investment company are more
liquid than the underlying portfolio securities, the Fund may, consistent with
the provisions of the Investment Company Act of 1940, as amended (the "1940
Act"), invest in the securities of closed-end investment companies that invest
in foreign securities. As a shareholder in a closed-end investment company, the
Fund will bear its ratable share of the investment

<PAGE> 96

company's expenses, including management fees, and will remain subject to
payment of the Fund's administration fees and other expenses with respect to
assets so invested.

Emerging Markets Fund. The investment objective of the
Emerging Markets Fund is growth of capital, which it seeks to achieve by
investing primarily in equity securities of non-U.S. issuers consisting of
companies in emerging securities markets ("Emerging Markets"). The Fund will not
necessarily seek to diversify investments on a geographical basis or on the
basis of the level of economic development of any particular country and the
Emerging Markets in which the Fund invests will vary from time to time. An
equity security of an issuer in an Emerging Market is defined as common stock
and preferred stock (including convertible preferred stock); bonds, notes and
debentures convertible into common or preferred stock; stock purchase warrants
and rights; equity interests in trusts and partnerships; and depositary receipts
of an issuer: (i) the principal securities trading market for which is in an
Emerging Market; (ii) which derives at least 50% of its revenues or earnings,
either alone or on a consolidated basis, from goods produced or sold,
investments made or services performed in an Emerging Market, or which has at
least 50% of its total or net assets situated in one or more Emerging Markets;
or (iii) that is organized under the laws of, and with a principal office in, an
Emerging Market. Determinations as to whether an issuer is an Emerging Markets
issuer will be made by Warburg Pincus Asset Management, Inc., the Fund's
investment adviser ("Warburg"), based on publicly available information and
inquiries made to the issuers.

Among the countries which Warburg, currently considers to be
Emerging Markets are the following: Algeria, Angola, Antigua, Argentina,
Armenia, Azerbaijan, Bangladesh, Barbuda, Barbados, Belarus, Belize, Bhutan,
Bolivia, Botswana, Brazil, Bulgaria, Cambodia, Chile, People's Republic of
China, Republic of China (Taiwan), Colombia, Cyprus, Czech Republic, Dominica,
Ecuador, Egypt, Estonia, Georgia, Ghana, Greece, Grenada, Guyana, Hong Kong,
Hungary, India, Indonesia, Israel, Ivory Cost, Jamaica, Jordan, Kazakhstan,
Kenya, Republic of Korea (South Korea), Latvia, Lebanon, Lithuania, Malawi,
Malaysia, Mauritius, Mexico, Moldova, Mongolia, Montserrat, Morocco, Mozambique,
Myanmar (Burma), Namibia, Nepal, Nigeria, Pakistan, Panama, Papua New Guinea,
Paraguay, Peru, Philippines, Poland, Portugal, Romania, Russia, Saudi Arabia,
Singapore, Slovakia, Slovenia, South Africa, Sri Lanka, St. Kitts and Nevis, St.
Lucia, St. Vincent and the Grenadines, Swaziland, Tanzania, Thailand, Trinidad
and Tobago, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, Uruguay, Uzbekistan,
Venezuela, Vietnam, Yugoslavia, Zambia and Zimbabwe. Among the countries that
will not be considered Emerging Markets are: Australia, Austria, Belgium,
Canada, Denmark, Finland, France, Germany, Ireland, Italy, Japan, Luxembourg,
The Netherlands, New Zealand, Norway, Spain, Sweden, Switzerland, the United
Kingdom and the United States.

The Emerging Markets Fund may invest in securities of
companies of any size, whether traded on or off a national securities exchange.
The Fund's holdings may include emerging growth companies, which are small- or
medium-sized companies that

2
<PAGE> 97

have passed their start-up phase and that show positive earnings and prospects
for achieving profit and gain in a relatively short period of time.

In appropriate circumstances, such as when a direct investment
by the Emerging Markets Fund in the securities of a particular country cannot be
made or when the securities of an investment company are more liquid than the
underlying portfolio securities, the Fund may, consistent with the provisions of
the 1940 Act, invest in the securities of closed-end investment companies that
invest in foreign securities. As a shareholder in a closed-end investment
company, the Fund will bear its ratable share of the investment company's
expenses, including management fees, and will remain subject to payment of the
Fund's administration fees and other expenses with respect to assets so
invested.

Global Post-Venture Capital Fund. The investment objective of
the Global Post-Venture Capital Fund is long-term growth of capital, which it
seeks to achieve by investing primarily in equity securities of U.S. and foreign
issuers considered by Warburg to be in their post-venture capital stage of
development. The Fund pursues an aggressive investment strategy. A post-venture
capital company will be considered to be located in the country where (i) the
company is organized, (ii) where its principal activities are conducted and
where at least 50% of its revenues or profits from goods produced and sold are
derived, investments are made or services are performed, or where at least 50%
of its total or net assets are situated; or (iii) where the principal trading
market for the company's securities is located. The Fund intends to invest in
post-venture capital companies, traded on national securities exchanges and in
OTC markets and other public markets in various developed countries as well as
emerging markets. Due to the nature of the venture capital to post-venture
cycle, the Fund anticipates that the average market capitalization of companies
in which the Fund invests will be less than $1 billion at the time of
investment. Warburg believes that venture capital participation in a company's
capital structure can lead to revenue/earnings growth rates above those of
older, public companies such as those in the Dow Jones Industrial Average, the
Fortune 500 or the Morgan Stanley Capital International Europe, Australasia, Far
East ("EAFE") Index. Venture capitalists finance start-up companies, companies
in the early stages of developing new products or services and companies
undergoing a restructuring or recapitalization, since these companies may not
have access to conventional forms of financing (such as bank loans or public
issuances of stock). Venture capitalists may hold substantial positions in
companies that may have been acquired at prices significantly below the initial
public offering ("IPO") price. This may create a potential adverse impact in the
short-term on the market price of a company's stock due to sales in the open
market by venture capitalists or others who acquired the stock at lower prices
prior to the company's IPO. Warburg will consider the impact of such sales in
selecting post-venture capital investments. Venture capitalists may be
individuals or funds organized by venture capitalists which are typically
offered only to large institutions, such as pension funds and endowments, and
certain accredited investors. Outside of the U.S., venture capitalists may also
consist of merchant banks and other banking institutions that provide venture
capital financing in a manner similar

3
<PAGE> 98

to U.S. venture capitalists. Venture capital participation in a company is often
reduced when the company engages in an IPO of its securities or when it is
involved in a merger, tender offer or acquisition.

Unless otherwise indicated, all of the Funds are permitted,
but not obligated to, engage in the following investment strategies, subject to
any percentage limitations set forth below.

The Funds are not obligated to pursue any of the following
strategies and do not represent that these techniques are available now or will
be available at any time in the future.

Strategic and Other Transactions

At the discretion of Warburg, each Fund may, but is not
required to, engage in a number of strategies involving options, futures,
forward currency contracts and swaps. These strategies, commonly referred to as
"derivatives," may be used (i) for the purpose of hedging against a decline in
value of the Fund's current or anticipated portfolio holdings, (ii) as a
substitute for purchasing or selling portfolio securities or (iii) to seek to
generate income to offset expenses or increase return. Transactions that are not
considered hedging should be considered speculative and may serve to increase a
Fund's investment risk. Transaction costs and any premiums associated with these
strategies, and any losses incurred, will affect a Fund's net asset value and
performance. Therefore, an investment in the Funds may involve a greater risk
than an investment in other mutual funds that do not utilize these strategies.
The Funds' use of these strategies may be limited by position and exercise
limits established by securities and commodities exchanges and other applicable
regulatory authorities.

Securities Options. The Major Foreign Markets Fund, the
International Equity Fund, the International Small Company Fund and the Global
Post-Venture Capital Fund may (in the case of the International Equity Fund, the
International Small Company Fund and the Global Post-Venture Capital Fund, up to
25% of the net asset value of the stock and debt securities in their portfolios)
write covered call options on securities.

The Major Foreign Markets Fund, the International Small
Company Fund and the Global Post-Venture Capital Fund may (in the case of the
International Small Company Fund and the Global Post-Venture Capital Fund, up to
25% of the net asset value of the stock and debt securities in their portfolios)
write covered put options on securities.

Each Fund may (in the case of the International Equity Fund,
the International Small Company Fund, the Emerging Markets Fund and the Global
Post-Venture Capital Fund, up to 10% of their total assets) purchase U.S.
exchange-traded and OTC ("OTC") covered call and put options.

4
<PAGE> 99

A Fund realizes fees (referred to as "premiums") for granting
the rights evidenced by the options it has written. A put option embodies the
right of its purchaser to compel the writer of the option to purchase from the
option holder an underlying security at a specified price for a specified time
period or at a specified time. In contrast, a call option embodies the right of
its purchaser to compel the writer of the option to sell to the option holder an
underlying security at a specified price for a specified time period or at a
specified time.

The potential loss associated with purchasing an option is
limited to the premium paid, and the premium would partially offset any gains
achieved from its use. However, for an option writer the exposure to adverse
price movements in the underlying security or index is potentially unlimited
during the exercise period. Writing securities options may result in substantial
losses to a Fund, force the sale or purchase of portfolio securities at
inopportune times or at less advantageous prices, limit the amount of
appreciation the Fund could realize on its investments or require the Fund to
hold securities its would otherwise sell.

The principal reason for writing covered options on a security
is to attempt to realize, through the receipt of premiums, a greater return than
would be realized on the securities alone. In return for a premium, a Fund as
the writer of a covered call option forfeits the right to any appreciation in
the value of the underlying security above the strike price for the life of the
option (or until a closing purchase transaction can be effected). A Fund that
writes call options retains the risk of a decline in the price of the underlying
security. The size of the premiums that a Fund may receive may be adversely
affected as new or existing institutions, including other investment companies,
engage in or increase their option-writing activities.

If security prices rise, a put writer would generally expect
to profit, although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that the
writer will also profit, because it should be able to close out the option at a
lower price. If security prices fall, the put writer would expect to suffer a
loss. This loss should be less than the loss from purchasing the underlying
instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline.

In the case of options written by a Fund that are deemed
covered by virtue of the Fund's holding convertible or exchangeable preferred
stock or debt securities, the time required to convert or exchange and obtain
physical delivery of the underlying common stock with respect to which the Fund
has written options may exceed the time within which the Fund must make delivery
in accordance with an exercise notice. In these instances, the Fund may purchase
or temporarily borrow the underlying securities for purposes of physical
delivery. By so doing, the Fund will not bear any market risk, since the Fund
will have the absolute right to receive from the issuer of the underlying
security an equal number of shares to replace the borrowed securities, but the
Fund may incur additional transaction costs or interest expenses in connection
with any such purchase or borrowing.

5
<PAGE> 100

Additional risks exist with respect to certain of the
securities for which a Fund may write covered call options. For example, if a
Fund writes covered call options on mortgage-backed securities, the
mortgage-backed securities that it holds as cover may, because of scheduled
amortization or unscheduled prepayments, cease to be sufficient cover. If this
occurs, the Fund will compensate for the decline in the value of the cover by
purchasing an appropriate additional amount of mortgage-backed securities.

Options written by a Fund will normally have expiration dates
between one and nine months from the date written. The exercise price of the
options may be below, equal to or above the market values of the underlying
securities at the times the options are written. In the case of call options,
these exercise prices are referred to as "in-the-money," "at-the-money" and
"out-of-the-money," respectively. A Fund may write (i) in-the-money call options
when Warburg expects that the price of the underlying security will remain flat
or decline moderately during the option period, (ii) at-the-money call options
when Warburg expects that the price of the underlying security will remain flat
or advance moderately during the option period and (iii) out-of-the-money call
options when Warburg expects that the premiums received from writing the call
option plus the appreciation in market price of the underlying security up to
the exercise price will be greater than the appreciation in the price of the
underlying security alone. In any of the preceding situations, if the market
price of the underlying security declines and the security is sold at this lower
price, the amount of any realized loss will be offset wholly or in part by the
premium received. Out-of-the-money, at-the-money and in-the-money put options
(the reverse of call options as to the relation of exercise price to market
price) may be used in the same market environments that such call options are
used in equivalent transactions. To secure its obligation to deliver the
underlying security when it writes a call option, a Fund will be required to
deposit in escrow the underlying security or other assets in accordance with the
rules of the Options Clearing Corporation (the "Clearing Corporation") and of
the securities exchange on which the option is written.

Prior to their expirations, put and call options may be sold
in closing sale or purchase transactions (sales or purchases by a Fund prior to
the exercise of options that it has purchased or written, respectively, of
options of the same series) in which a Fund may realize a profit or loss from
the sale. An option position may be closed out only where there exists a
secondary market for an option of the same series on a recognized securities
exchange or in the OTC market. When a Fund has purchased an option and engages
in a closing sale transaction, whether the Fund realizes a profit or loss will
depend upon whether the amount received in the closing sale transaction is more
or less than the premium the Fund initially paid for the original option plus
the related transaction costs. Similarly, in cases where a Fund has written an
option, it will realize a profit if the cost of the closing purchase transaction
is less than the premium received upon writing the original option and will
incur a loss if the cost of the closing purchase transaction exceeds the premium
received upon writing the original option. A Fund may engage in a closing
purchase transaction to realize a profit, to prevent an underlying security with
respect to which it has written an option from being called or put or, in the
case of a call option, to unfreeze an underlying security (thereby permitting
its sale or the writing of a new option on the security prior to the outstanding
option's expiration). The

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obligation of a Fund under an option it has written would be terminated by a
closing purchase transaction (a Fund would not be deemed to own an option as a
result of the transaction). So long as the obligation of a Fund as the writer of
an option continues, the Fund may be assigned an exercise notice by the
broker-dealer through which the option was sold, requiring the Fund to deliver
the underlying security against payment of the exercise price. This obligation
terminates when the option expires or a Fund effects a closing purchase
transaction. A Fund cannot effect a closing purchase transaction with respect to
an option once it has been assigned an exercise notice.

There is no assurance that sufficient trading interest will
exist to create a liquid secondary market on a securities exchange for any
particular option or at any particular time, and for some options no such
secondary market may exist. A liquid secondary market in an option may cease to
exist for a variety of reasons. In the past, for example, higher than
anticipated trading activity or order flow or other unforeseen events have at
times rendered certain of the facilities of the Clearing Corporation and various
securities exchanges inadequate and resulted in the institution of special
procedures, such as trading rotations, restrictions on certain types of orders
or trading halts or suspensions in one or more options. There can be no
assurance that similar events, or events that may otherwise interfere with the
timely execution of customers' orders, will not recur. In such event, it might
not be possible to effect closing transactions in particular options. Moreover,
a Fund's ability to terminate options positions established in the OTC market
may be more limited than for exchange-traded options and may also involve the
risk that securities dealers participating in OTC transactions would fail to
meet their obligations to the Fund. The Funds, however, intend to purchase OTC
options only from dealers whose debt securities, as determined by Warburg, are
considered to be investment grade. If, as a covered call option writer, the Fund
is unable to effect a closing purchase transaction in a secondary market, it
will not be able to sell the underlying security and would continue to be at
market risk on the security.

Securities exchanges generally have established limitations
governing the maximum number of calls and puts of each class which may be held
or written, or exercised within certain time periods by an investor or group of
investors acting in concert (regardless of whether the options are written on
the same or different securities exchanges or are held, written or exercised in
one or more accounts or through one or more brokers). It is possible that a Fund
and other clients of Warburg and certain of its affiliates may be considered to
be such a group. A securities exchange may order the liquidation of positions
found to be in violation of these limits and it may impose certain other
sanctions. These limits may restrict the number of options the Fund will be able
to purchase on a particular security.

Securities Index Options. A Fund may (in the case of each of
the Emerging Markets Fund and the International Small Company Fund, with respect
to up to 15% of its total assets, and in the case of each of the International
Equity Fund and the Global Post-Venture Capital Fund, up to 10% of its total
assets) purchase exchange-listed and OTC put and call options on securities
indexes. In addition, each of the Emerging Markets Fund, International Equity
Fund, International Small Company Fund and the Global Post-Venture Capital Fund
may write such options. A securities index measures the movement of a certain
group of securities by assigning relative values to the securities

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<PAGE> 102

included in the index, fluctuating with changes in the market values of the
securities included in the index. Some securities index options are based on a
broad market index, such as the NYSE Composite Index, or a narrower market index
such as the Standard & Poor's 100. Indexes may also be based on a particular
industry or market segment.

Options on securities indexes are similar to options on
securities except that (i) the expiration cycles of securities index options are
monthly, while those of securities options are currently quarterly, and (ii) the
delivery requirements are different. Instead of giving the right to take or make
delivery of stock at a specified price, an option on a securities index gives
the holder the right to receive a cash "exercise settlement amount" equal to (a)
the amount, if any, by which the fixed exercise price of the option exceeds (in
the case of a put) or is less than (in the case of a call) the closing value of
the underlying index on the date of exercise, multiplied by (b) a fixed "index
multiplier." Receipt of this cash amount will depend upon the closing level of
the securities index upon which the option is based being greater than, in the
case of a call, or less than, in the case of a put, the exercise price of the
index and the exercise price of the option times a specified multiple. The
writer of the option is obligated, in return for the premium received, to make
delivery of this amount. Securities index options may be offset by entering into
closing transactions as described above for securities options.

OTC Options. A Fund may purchase OTC or dealer options or sell
covered OTC options. Unlike exchange-listed options where an intermediary or
clearing corporation, such as the Clearing Corporation, assures that all
transactions in such options are properly executed, the responsibility for
performing all transactions with respect to OTC options rests solely with the
writer and the holder of those options. A listed call option writer, for
example, is obligated to deliver the underlying securities to the clearing
organization if the option is exercised, and the clearing organization is then
obligated to pay the writer the exercise price of the option. If a Fund were to
purchase a dealer option, however, it would rely on the dealer from whom it
purchased the option to perform if the option were exercised. If the dealer
fails to honor the exercise of the option by a Fund, the Fund would lose the
premium it paid for the option and the expected benefit of the transaction.

Exchange-traded options generally have a continuous liquid
market while OTC or dealer options do not. Consequently, a Fund will generally
be able to realize the value of a dealer option it has purchased only by
exercising it or reselling it to the dealer who issued it. Similarly, when a
Fund writes a dealer option, it generally will be able to close out the option
prior to its expiration only by entering into a closing purchase transaction
with the dealer to which the Fund originally wrote the option. Although a Fund
will seek to enter into dealer options only with dealers who will agree to and
that are expected to be capable of entering into closing transactions with the
Fund, there can be no assurance that the Fund will be able to liquidate a dealer
option at a favorable price at any time prior to expiration. The inability to
enter into a closing transaction may result in material losses to the Fund.
Until a Fund, as a covered OTC call option writer, is able to effect a closing
purchase transaction, it will not be able to liquidate securities (or other
assets) used to cover the written option until the option expires or is
exercised. This requirement may impair a Fund's ability to sell portfolio
securities at a time when such sale might be advantageous.

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Futures Activities. A Fund may enter into foreign currency,
interest rate and securities index futures contracts and purchase and write
(sell) related options traded on exchanges designated by the Commodity Futures
Trading Commission (the "CFTC") or, if consistent with CFTC regulations, on
foreign exchanges. These futures contracts are standardized contracts for the
future delivery of a non-U.S. currency, an interest rate sensitive security or,
in the case of index futures contracts or certain other futures contracts, a
cash settlement with reference to a specified multiplier times the change in the
index. An option on a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract.

These transactions may be entered into for "bona fide hedging"
purposes as defined in CFTC regulations and other permissible purposes including
hedging against changes in the value of portfolio securities due to anticipated
changes in interest rates and/or market conditions and increasing return.
Aggregate initial margin and premiums required to establish positions other than
those considered by the CFTC to be "bona fide hedging" will not exceed 5% of a
Fund's net asset value, after taking into account unrealized profits and
unrealized losses on any such contracts. Although the Funds are limited in the
amount of assets that may be invested in futures transactions, there is no
overall limit on the percentage of Fund assets that may be at risk with respect
to futures activities.

A Fund reserves the right to engage in transactions involving
futures contracts and options on futures contracts to the extent allowed by CFTC
regulations in effect from time to time and in accordance with the Fund's
policies. There is no overall limit on the percentage of Fund assets that may be
at risk with respect to futures activities.

Futures Contracts. A foreign currency futures contract
provides for the future sale by one party and the purchase by the other party of
a certain amount of a specified non-U.S. currency at a specified price, date,
time and place. An interest rate futures contract provides for the future sale
by one party and the purchase by the other party of a certain amount of a
specific interest rate sensitive financial instrument (debt security) at a
specified price, date, time and place. Securities indexes are capitalization
weighted indexes which reflect the market value of the securities represented in
the indexes. An index futures contract is an agreement to be settled by delivery
of an amount of cash equal to a specified multiplier times the difference
between the value of the index at the close of the last trading day on the
contract and the price at which the agreement is made.

No consideration is paid or received by a Fund upon entering
into a futures contract. Instead, the Fund is required to deposit in a
segregated account with its custodian an amount of cash or liquid securities
acceptable to the broker, equal to approximately 1% to 10% of the contract
amount (this amount is subject to change by the exchange on which the contract
is traded, and brokers may charge a higher amount). This amount is known as
"initial margin" and is in the nature of a performance bond or good faith
deposit on the contract which is returned to the Fund upon termination of the
futures contract, assuming all contractual obligations have been satisfied. The
broker will have access to amounts in the margin account if the Fund fails to
meet its contractual obligations. Subsequent payments, known as "variation
margin," to and from the broker, will be made daily as the financial instrument
or

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<PAGE> 104
securities index underlying the futures contract fluctuates, making the long and
short positions in the futures contract more or less valuable, a process known
as "marking-to-market." A Fund will also incur brokerage costs in connection
with entering into futures transactions.

At any time prior to the expiration of a futures contract, a
Fund may elect to close the position by taking an opposite position, which will
operate to terminate the Fund's existing position in the contract. Positions in
futures contracts and options on futures contracts (described below) may be
closed out only on the exchange on which they were entered into (or through a
linked exchange). No secondary market for such contracts exists. Although the
Funds intend to enter into futures contracts only if there is an active market
for such contracts, there is no assurance that an active market will exist at
any particular time. Most futures exchanges limit the amount of fluctuation
permitted in futures contract prices during a single trading day. Once the daily
limit has been reached in a particular contract, no trades may be made that day
at a price beyond that limit or trading may be suspended for specified periods
during the day. It is possible that futures contract prices could move to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions at an advantageous
price and subjecting a Fund to substantial losses. In such event, and in the
event of adverse price movements, a Fund would be required to make daily cash
payments of variation margin. In such situations, if a Fund had insufficient
cash, it might have to sell securities to meet daily variation margin
requirements at a time when it would be disadvantageous to do so. In addition,
if the transaction is entered into for hedging purposes, in such circumstances a
Fund may realize a loss on a futures contract or option that is not offset by an
increase in the value of the hedged position. Losses incurred in futures
transactions and the costs of these transactions will affect a Fund's
performance.

Options on Futures Contracts. A Fund may purchase and write
put and call options on foreign currency, interest rate and index futures
contracts and may enter into closing transactions with respect to such options
to terminate existing positions. There is no guarantee that such closing
transactions can be effected; the ability to establish and close out positions
on such options will be subject to the existence of a liquid market.

An option on a currency, interest rate or securities index
futures contract, as contrasted with the direct investment in such a contract,
gives the purchaser the right, in return for the premium paid, to assume a
position in a futures contract at a specified exercise price at any time prior
to the expiration date of the option. The writer of the option is required upon
exercise to assume an offsetting futures position (a short position if the
option is a call and a long position if the option is a put). Upon exercise of
an option, the delivery of the futures position by the writer of the option to
the holder of the option will be accompanied by delivery of the accumulated
balance in the writer's futures margin account, which represents the amount by
which the market price of the futures contract exceeds, in the case of a call,
or is less than, in the case of a put, the exercise price of the option on the
futures contract. The potential loss related to the purchase of an option on a
futures contract is limited to the premium paid for the option (plus transaction
costs). Because the value of the option is fixed at the point of sale, there are
no daily cash payments by the purchaser to reflect changes in the

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<PAGE> 105

value of the underlying contract; however, the value of the option does change
daily and that change would be reflected in the net asset value of a Fund.

Currency Exchange Transactions. The value in U.S. dollars of
the assets of a Fund that are invested in foreign securities may be affected
favorably or unfavorably by a variety of factors not applicable to investment in
U.S. securities, and the Fund may incur costs in connection with conversion
between various currencies. Currency exchange transactions may be from any
non-U.S. currency into U.S. dollars or into other appropriate currencies. A Fund
will conduct its currency exchange transactions (i) on a spot (i.e., cash) basis
at the rate prevailing in the currency exchange market, (ii) through entering
into futures contracts or options on such contracts (as described above), (iii)
through entering into forward contracts to purchase or sell currency or (iv)
(with the exception of the International Equity Fund) by purchasing
exchange-traded currency options. Risks associated with currency forward
contracts and purchasing currency options are similar to those described herein
for futures contracts and securities and stock index options. In addition, the
use of currency transactions could result in losses from the imposition of
foreign exchange controls, suspension of settlement or other governmental
actions or unexpected events.

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

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

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

Currency Hedging. A Fund's currency hedging will be limited to
hedging involving either specific transactions or portfolio positions.
Transaction hedging is the purchase or sale of forward currency with respect to
specific receivables or payables of the Fund generally accruing in connection
with the purchase or sale of its portfolio securities.

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Position hedging is the sale of forward currency with respect to portfolio
security positions. A Fund may not position hedge to an extent greater than the
aggregate market value (at the time of entering into the hedge) of the hedged
securities.

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

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

Swaps. Each Fund may enter into swaps relating to indexes,
currencies (with the exception of the Major Foreign Markets and Global
Post-Venture Capital Funds,) and equity interests of foreign issuers without
limit. A swap transaction is an agreement between a Fund and a counterparty to
act in accordance with the terms of the swap contract. Index swaps involve the
exchange by a Fund with another party of the respective amounts payable with
respect to a notional principal amount related to one or more indexes. Currency
swaps involve the exchange of cash flows on a notional amount of two or more
currencies based on their relative future values. An equity swap is an agreement
to exchange streams of payments computed by reference to a notional amount based
on the performance of a basket of stocks or a single stock. Each Fund may enter
into these transactions to preserve a return or spread on a particular
investment or

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<PAGE> 107

portion of its assets, to protect against currency fluctuations, as a duration
management technique or to protect against any increase in the price of
securities a Fund anticipates purchasing at a later date. Each Fund may also use
these transactions for speculative purposes, such as to obtain the price
performance of a security without actually purchasing the security in
circumstances, for example, the subject security is illiquid, is unavailable for
direct investment or available only on less attractive terms. Swaps have risks
associated with them including possible default by the counterparty to the
transaction, illiquidity and, where swaps are used as hedges, the risk that the
use of a swap could result in losses greater than if the swap had not been
employed

A Fund will usually enter into swaps on a net basis (i.e. the
two payment streams are netted out in a cash settlement on the payment date or
dates specified in the agreement, with a Fund receiving or paying, as the case
may be, only the net amount of the two payments). Swaps do not involve the
delivery of securities, other underlying assets or principal. Accordingly, the
risk of loss with respect to swaps is limited to the net amount of payments that
a Fund is contractually obligated to make. If the counterparty to a swap
defaults, a Fund's risk of loss consists of the net amount of payments that a
Fund is contractually entitled to receive. Where swaps are entered into for good
faith hedging purposes, Warburg believes such obligations do not constitute
senior securities under the 1940 Act and, accordingly, will not treat them as
being subject to a Fund's borrowing restrictions. Where swaps are entered into
for other than hedging purposes, a Fund will segregate an amount of cash or
liquid securities having a value equal to the accrued excess of its obligations
over entitlements with respect to each swap on a daily basis.

Hedging Generally. In addition to entering into options,
futures and currency exchange transactions for other purposes, including
generating current income to offset expenses or increase return, a Fund may
enter into these transactions as hedges to reduce investment risk, generally by
making an investment expected to move in the opposite direction of a portfolio
position. A hedge is designed to offset a loss in a portfolio position with a
gain in the hedged position; at the same time, however, a properly correlated
hedge will result in a gain in the portfolio position being offset by a loss in
the hedged position. As a result, the use of options, futures and currency
exchange transactions for hedging purposes could limit any potential gain from
an increase in the value of the position hedged. In addition, the movement in
the portfolio position hedged may not be of the same magnitude as movement in
the hedge. With respect to futures contracts, since the value of portfolio
securities will far exceed the value of the futures contracts sold by a Fund, an
increase in the value of the futures contracts could only mitigate, but not
totally offset, the decline in the value of the Fund's assets.

In hedging transactions based on an index, whether a Fund will
realize a gain or loss depends upon movements in the level of securities prices
in the stock market generally or, in the case of certain indexes, in an industry
or market segment, rather than movements in the price of a particular security.
The risk of imperfect correlation increases as the composition of a Fund's
portfolio varies from the composition of the index. In an effort to compensate
for imperfect correlation of relative movements in the hedged position and the

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hedge, a Fund's hedge positions may be in a greater or lesser dollar amount than
the dollar amount of the hedged position. Such "over hedging" or "under hedging"
may adversely affect a Fund's net investment results if market movements are not
as anticipated when the hedge is established. Securities index futures
transactions may be subject to additional correlation risks. First, all
participants in the futures market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit requirements,
investors may close futures contracts through offsetting transactions which
would distort the normal relationship between the securities index and futures
markets. Secondly, from the point of view of speculators, the deposit
requirements in the futures market are less onerous than margin requirements in
the securities market. Therefore, increased participation by speculators in the
futures market also may cause temporary price distortions. Because of the
possibility of price distortions in the futures market and the imperfect
correlation between movements in a securities index and movements in the price
of securities index futures, a correct forecast of general market trends by
Warburg still may not result in a successful hedging transaction.

A Fund will engage in hedging transactions only when deemed
advisable by Warburg, and successful use by the Fund of hedging transactions
will be subject to Warburg's ability to predict trends in currencies, interest
rates or securities markets, as the case may be, and to predict correctly
movements in the directions of the hedge and the hedged position and the
correlation between them, which predictions could prove to be inaccurate. This
requires different skills and techniques than predicting changes in the price of
individual securities, and there can be no assurance that the use of these
strategies will be successful. Even a well-conceived hedge may be unsuccessful
to some degree because of unexpected market behavior or trends. Losses incurred
in hedging transactions and the costs of these transactions will affect a Fund's
performance.

To the extent that a Fund engages in the strategies described
above, the Fund may experience losses greater than if these strategies had not
been utilized. In addition to the risks described above, these instruments may
be illiquid and/or subject to trading limits, and the Fund may be unable to
close out a position without incurring substantial losses, if at all. The Fund
is also subject to the risk of a default by a counterparty to an off-exchange
transaction.

Asset Coverage for Forward Contracts, Options, Futures,
Options on Futures and Swaps. Each Fund will comply with guidelines established
by the Securities and Exchange Commission (the "SEC") and other applicable
regulatory bodies with respect to coverage of options written by a Fund on
securities and indexes; currency, interest rate and security index futures
contracts and options on these futures contracts; and forward currency
contracts. These guidelines may, in certain instances, require segregation by
the Fund of cash or liquid securities with its custodian or a designated
sub-custodian to the extent the Fund's obligations with respect to these
strategies are not otherwise "covered" through ownership of the underlying
security or financial instrument or by other portfolio positions or by other
means consistent with applicable regulatory policies. Segregated assets cannot
be sold or transferred unless equivalent assets are substituted in their place
or it is no longer necessary to segregate them. As a result, there is a

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<PAGE> 109

possibility that segregation of a large percentage of a Fund's assets could
impede portfolio management or the Fund's ability to meet redemption requests or
other current obligations.

For example, a call option written by a Fund on securities may
require the Fund to hold the securities subject to the call (or securities
convertible into the securities without additional consideration) or to
segregate assets (as described above) sufficient to purchase and deliver the
securities if the call is exercised. A call option written by a Fund on an index
may require the Fund to own portfolio securities that correlate with the index
or to segregate assets (as described above) equal to the excess of the index
value over the exercise price on a current basis. A put option written by a Fund
may require the Fund to segregate assets (as described above) equal to the
exercise price. A Fund could purchase a put option if the strike price of that
option is the same or higher than the strike price of a put option sold by the
Fund. If a Fund holds a futures contract, the Fund could purchase a put option
on the same futures contract with a strike price as high or higher than the
price of the contract held. A Fund may enter into fully or partially offsetting
transactions so that its net position, coupled with any segregated assets (equal
to any remaining obligation), equals its net obligation. Asset coverage may be
achieved by other means when consistent with applicable regulatory policies.

Additional Information on Other Investment Practices.

U.S. Government Securities. The obligations issued or
guaranteed by the U.S. government in which a Fund may invest include: direct
obligations of the U.S. Treasury and obligations issued by U.S. government
agencies and instrumentalities. Included among direct obligations of the U.S.
are Treasury Bills, Treasury Notes and Treasury Bonds, which differ in terms of
their interest rates, maturities and dates of issuance. Treasury Bills have
maturities of less than one year, Treasury Notes have maturities of one to 10
years and Treasury Bonds generally have maturities of greater than 10 years at
the date of issuance. Included among the obligations issued by agencies and
instrumentalities of the U.S. are: instruments that are supported by the full
faith and credit of the U.S. (such as certificates issued by the Government
National Mortgage Association ("GNMA")); instruments that are supported by the
right of the issuer to borrow from the U.S. Treasury (such as securities of
Federal Home Loan Banks); and instruments that are supported by the credit of
the instrumentality (such as Federal National Mortgage Association ("FNMA") and
Federal Home Loan Mortgage Corporation ("FHLMC") bonds).

Other U.S. government securities the Funds may invest in
include securities issued or guaranteed by the Federal Housing Administration,
Farmers Home Loan Administration, Export-Import Bank of the U.S., Small Business
Administration, General Services Administration, Central Bank for Cooperatives,
Federal Farm Credit Banks, Federal Intermediate Credit Banks, Federal Land
Banks, Maritime Administration, Tennessee Valley Authority, District of Columbia
Armory Board and Student Loan Marketing Association. Because the U.S. government
is not obligated by law to provide support to an instrumentality it sponsors, a
Fund will invest in obligations issued by such an instrumentality only if
Warburg determines that the credit risk with

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respect to the instrumentality does not make its securities unsuitable for
investment by the Fund.

Money Market Obligations. Each Fund is authorized to invest,
under normal market conditions up to 20% of its assets in domestic and foreign
short-term (one year or less remaining to maturity) money market obligations and
(with the exception of the Major Foreign Markets Fund) medium-term (five years
or less remaining to maturity) money market obligations. Money market
instruments consist of obligations issued or guaranteed by the U.S. government
or a foreign government, their agencies or instrumentalities; bank obligations
(including certificates of deposit, time deposits and bankers' acceptances of
domestic or foreign banks, domestic savings and loans and similar institutions)
that are high quality investments; commercial paper rated no lower than A-2 by
Standard & Poor's Ratings Services ("S&P") or Prime-2 by Moody's Investors
Service, Inc. ("Moody's") or the equivalent from another major rating service
or, if unrated, of an issuer having an outstanding, unsecured debt issue then
rated within the three highest rating categories; and repurchase agreements with
respect to the foregoing.

Repurchase Agreements. Each Fund may invest in repurchase
agreement transactions with member banks of the Federal Reserve System and
certain non-bank dealers. Repurchase agreements are contracts under which the
buyer of a security simultaneously commits to resell the security to the seller
at an agreed-upon price and date. Under the terms of a typical repurchase
agreement, a Fund would acquire any underlying security for a relatively short
period (usually not more than one week) subject to an obligation of the seller
to repurchase, and the Fund to resell, the obligation at an agreed-upon price
and time, thereby determining the yield during the Fund's holding period. This
arrangement results in a fixed rate of return that is not subject to market
fluctuations during the Fund's holding period. The value of the underlying
securities will at all times be at least equal to the total amount of the
purchase obligation, including interest. The Fund bears a risk of loss in the
event that the other party to a repurchase agreement defaults on its obligations
or becomes bankrupt and the Fund is delayed or prevented from exercising its
right to dispose of the collateral securities, including the risk of a possible
decline in the value of the underlying securities during the period while the
Fund seeks to assert this right. Warburg, acting under the supervision of each
Fund's Board of Directors, monitors the creditworthiness of those bank and
non-bank dealers with which the Fund enters into repurchase agreements to
evaluate this risk. A repurchase agreement is considered to be a loan under the
1940 Act.

Money Market Mutual Funds. Where Warburg believes that it
would be beneficial to a Fund and appropriate considering the factors of return
and liquidity, a Fund may invest up to 5% of its assets in securities of money
market mutual funds that are unaffiliated with the Fund or Warburg. A money
market mutual fund is an investment company that invests in short-term high
quality money market instruments. A money market mutual fund generally does not
purchase securities with a remaining maturity of more than one year. As a
shareholder in any mutual fund, a Fund will bear its ratable share of the mutual
fund's expenses, including management fees, and will

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remain subject to payment of the Fund's administration fees, including
management fees and other expenses with respect to assets so invested.

Convertible Securities. Convertible securities in which a Fund
may invest, including both convertible debt and convertible preferred stock, may
be converted at either a stated price or stated rate into underlying shares of
common stock. Because of this feature, convertible securities enable an investor
to benefit from increases in the market price of the underlying common stock.
Convertible securities provide higher yields than the underlying equity
securities, but generally offer lower yields than non-convertible securities of
similar quality. The value of convertible securities fluctuates in relation to
changes in interest rates like bonds and, in addition, fluctuates in relation to
the underlying common stock. Subsequent to purchase by a Fund, convertible
securities may cease to be rated or a rating may be reduced. Neither event will
require sale of such securities, although Warburg will consider such event in
its determination of whether the Fund should continue to hold the securities.

Debt Securities. Each Fund, other than the Global Post-Venture
Capital Fund, may invest with respect to up to 35% of its total assets in
investment grade debt securities (other than money market obligations) and (with
the exception of the Emerging Markets Fund) preferred stocks that are not
convertible into common stock. The Global Post-Venture Capital Fund may invest
with respect to up to 20% of its total assets in investment grade debt
securities and preferred stocks. A security will be deemed to be investment
grade if it is rated within the four highest grades by Moody's, S&P or, if
unrated, is determined to be of comparable quality by Warburg. Bonds rated in
the fourth highest grade have speculative characteristics and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than is the case with higher
grade bonds. Debt obligations of corporations in which the Funds may invest
include corporate bonds, debentures, debentures convertible into common stocks
and notes. The interest income to be derived may be considered as one factor in
selecting debt securities for investment by Warburg. The market value of debt
obligations may be expected to vary depending upon, among other factors,
interest rates, the ability of the issuer to repay principal and interest, any
change in investment rating and general economic conditions. Because the market
value of debt obligations can be expected to vary inversely to changes in
prevailing interest rates, investing in debt obligations may provide an
opportunity for capital appreciation when interest rates are expected to
decline. The success of such a strategy is dependent upon Warburg's ability to
accurately forecast changes in interest rates. Subsequent to its purchase by a
Fund, an issue of securities may cease to be rated or its rating may be reduced
below the minimum required for purchase by the Fund. Neither event will require
sale of such securities, although Warburg will consider such event in its
determination of whether the Fund should continue to hold the securities.

Below Investment Grade Securities. A security will be deemed
to be investment grade if it is rated below the four highest grades by Moody's
or S&P or, if unrated, is determined to be a comparable quality by Warburg. A
Fund's holdings of debt securities rated below investment grade (commonly
referred to as "junk bonds")

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<PAGE> 112

may be rated as low as C by Moody's or D by S&P at the time of purchase, or may
be unrated securities considered to be of equivalent quality. Securities that
are rated C by Moody's comprise the lowest rated class and can be regarded as
having extremely poor prospects of ever attaining any real investment standing.
Debt rated D by S&P is in default or is expected to default upon maturity or
payment date. Bonds rated below investment grade may have speculative
characteristics and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade bonds.

Securities rated below investment grade and comparable unrated
securities: (i) will likely have some quality and protective characteristics
that, in the judgment of the rating organizations, are outweighed by large
uncertainties or major risk exposures to adverse conditions and (ii) are
predominately speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation.

While the market values of medium- and lower-rated securities
and unrated securities of comparable quality tend to react less to fluctuations
in interest rate levels than do those of higher-rated securities, the market
values of certain of these securities also tend to be more sensitive to
individual corporate developments and changes in economic conditions than
higher-quality securities. In addition, medium- and lower-rated securities and
comparable unrated securities generally present a higher degree of credit risk.
Issuers of medium- and lower-rated securities and unrated securities are often
highly leveraged and may not have more traditional methods of financing
available to them so that their ability to service their obligations during an
economic downturn or during sustained periods of rising interest rates may be
impaired. Investors should be aware that ratings are relative and subjective and
are not absolute standards of quality. The risk of loss due to default by such
issuers is significantly greater because medium- and lower-rated securities and
unrated securities generally are unsecured and frequently are subordinated to
the prior payment of senior indebtedness.

An economic recession could disrupt severely the market for
such securities and may adversely affect the value of such securities and the
ability of the issuers of such securities to repay principal and pay interest
thereon. A Fund may have difficulty disposing of certain of these securities
because there may be a thin trading market. Because there is no established
retail secondary market for many of these securities, the Funds anticipate that
these securities could be sold only to a limited number of dealers or
institutional investors. To the extent a secondary trading market for these
securities does exist, it generally is not as liquid as the secondary market for
higher-rated securities. The lack of a liquid secondary market, as well as
adverse publicity and investor perception with respect to these securities, may
have an adverse impact on market price and a Fund's ability to dispose of
particular issues when necessary to meet the Fund's liquidity needs or in
response to a specific economic event such as a deterioration in the
creditworthiness of the issuer. The lack of a liquid secondary market for
certain securities also may make it more difficult for a Fund to obtain accurate
market quotations for purposes of valuing the Fund and calculating its net asset
value.

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<PAGE> 113

The market value of securities in medium- and lower-rated categories is
also more volatile than that of higher quality securities. Factors adversely
impacting the market value of these securities will adversely impact a Fund's
net asset value. A Fund will rely on the judgment, analysis and experience of
Warburg in evaluating the creditworthiness of an issuer. In this evaluation, in
addition to relying on ratings assigned by Moody's or S&P, Warburg will take
into consideration, among other things, the issuer's financial resources, its
sensitivity to economic conditions and trends, its operating history, the
quality of the issuer's management and regulatory matters. Interest rate trends
and specific developments which may affect individual issuers will also be
analyzed. Subsequent to its purchase by a Fund, an issue of securities may cease
to be rated or its rating may be reduced. Neither event will require sale of
such securities, although Warburg will consider such event in its determination
of whether a Fund should continue to hold the securities. Normally, medium- and
lower-rated and comparable unrated securities are not intended for short-term
investment. A Fund may incur additional expenses to the extent it is required to
seek recovery upon a default in the payment of principal or interest on its
portfolio holdings of such securities. At times, adverse publicity regarding
lower-rated securities has depressed the prices for such securities to some
extent.

The Emerging Markets Fund may invest or hold up to 35% of its net
assets in fixed-income securities (including convertible bonds) rated below
investment grade and as low as C by Moody's or D by S&P, or in unrated
securities considered to be of equivalent quality. Up to 5% of the Major Foreign
Markets Fund's net assets may be held in convertible securities rated below
investment grade. The International Small Company Fund does not currently intend
during the coming year to hold more than 5% of its net assets in securities
rated below investment grade, including convertible and non-convertible debt
securities downgraded below investment grade subsequent to acquisition by the
Fund. Debt securities held by a Private Fund (as defined below) in which the
Global Post-Venture Capital Fund invests will tend to be rated below investment
grade and may be rated as low as C by Moody's or D by S&P.

Brady Bonds. The Emerging Markets Fund may invest in so-called "Brady
Bonds," which are securities created through the exchange of existing commercial
bank loans to public and private entities for new bonds in connection with debt
restructurings under a debt restructuring plan announced by former U.S.
Secretary of the Treasury Nicholas F. Brady. Brady Bonds may be collateralized
or uncollaterized, are issued in various currencies (primarily the U.S. dollar)
and are currently actively traded in the OTC secondary market for debt
instruments. Brady Bonds have been issued only recently and therefore do not
have a long payment history. However, in light of the history of commercial bank
loan defaults by Latin American public and private entities, investments in
Brady Bonds may be viewed as speculative.

Dollar-denominated, collateralized Brady Bonds, which may be fixed rate
par bonds or floating rate discount bonds, are collateralized in full as to
principal by U.S. Treasury zero coupon bonds having the same maturity as the
bonds. Interest payment on these Brady Bonds generally are collateralized by
cash or securities in the

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amount that, in the case of fixed rate bonds, is equal to at least one year of
rolling interest payments or, in the case of floating rate bonds, initially is
equal to at least one year's rolling interest payments based on the applicable
interest rate at that time and is adjusted at regular intervals thereafter.

Brady Bonds are often viewed as having three or four valuation
components: the collateralized repayment of principal at final maturity; the
collateralized interest payments; the uncollateralized interest payments; and
any uncollateralized repayment of principal at maturity (these uncollateralized
amounts constituting the "residual risk").

Loan Participations and Assignments. The Emerging Markets Fund may
invest in fixed and floating rate loans ("Loans") arranged through private
negotiations between a foreign government and one or more financial institutions
("Lenders"). The majority of the Funds' investments in Loans are expected to be
in the form of participations in Loans ("Participants") and assignments of
portions of Loans from third parties ("Assignments"). Participations typically
will result in a Fund having a contractual relationship only with the Lender,
not with the borrower. A participating Fund will have the right to receive
payments of principal, interest and any fees to which it is entitled only from
the Lender selling the Participation and only upon receipt by the Lender of the
payments from the borrower. In connection with purchasing Participations, a Fund
generally will have no right to enforce compliance by the borrower with the
terms of the loan agreement relating to the Loan ("Loan Agreement"), nor any
rights of set-off against the borrower, and a Fund may not directly benefit from
any collateral supporting the Loan in which it has purchased the Participation.
As a result, participating Funds will assume the credit risk of both the
borrower and the Lender that is selling the Participation. In the event of the
insolvency of the Lender selling a Participation, a Fund may be treated as a
general creditor of the Lender and may not benefit from any set-off between the
Lender and the borrower. The Funds will acquire Participations only if the
Lender interpositioned between the Funds and the borrower is determined by the
Adviser to be creditworthy. The Fund's rights and obligations as the purchaser
of an Assignment may differ from, and be more limited than, those held by the
assigning Lender. The lack of a liquid secondary market for both Participations
and Assignments will have an adverse impact on the value of such securities and
on the Fund's ability to dispose of Participations or Assignments. Each Fund
currently anticipates that it will not invest more than 5% of its net assets in
Loan Participations and Assignments.

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

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Lending of Portfolio Securities. Although there is no current intention
of doing so in the coming year, each Fund may lend portfolio securities to
brokers, dealers and other financial organizations that meet capital and other
credit requirements or other criteria established by the Fund's Board of
Directors. With the exception of the Major Foreign Markets Fund, these loans, if
and when made, may not exceed 20% of each Fund's total assets taken at value. A
Fund will not lend portfolio securities to its investment adviser, any
sub-investment adviser or their affiliates unless it has applied for and
received specific authority to do so from the SEC. Loans of portfolio securities
will be collateralized by cash or liquid securities, which are maintained at all
times in an amount equal to at least 100% of the current market value of the
loaned securities. Any gain or loss in the market price of the securities loaned
that might occur during the term of the loan would be for the account of the
Fund. From time to time, a Fund may return a part of the interest earned from
the investment of collateral received for securities loaned to the borrower
and/or a third party that is unaffiliated with the Fund and that is acting as a
"finder."

By lending its securities, a Fund can increase its income by continuing
to receive interest and any dividends on the loaned securities as well as by
either investing the collateral received for securities loaned in short-term
instruments or obtaining yield in the form of interest paid by the borrower when
U.S. government securities are used as collateral. A Fund will adhere to the
following conditions whenever its portfolio securities are loaned: (i) the Fund
must receive at least 100% cash collateral or equivalent securities of the type
discussed in the preceding paragraph from the borrower; (ii) the borrower must
increase such collateral whenever the market value of the securities rises above
the level of such collateral; (iii) the Fund must be able to terminate the loan
at any time; (iv) the Fund must receive reasonable interest on the loan, as well
as any dividends, interest or other distributions on the loaned securities and
any increase in market value; (v) the Fund may pay only reasonable custodian
fees in connection with the loan; and (vi) voting rights on the loaned
securities may pass to the borrower, provided, however, that if a material event
adversely affecting the investment occurs, the Board must terminate the loan and
regain the right to vote the securities. Loan agreements involve certain risks
in the event of default or insolvency of the other party including possible
delays or restrictions upon a Fund's ability to recover the loaned securities or
dispose of the collateral for the loan.

Foreign Investments. Each Fund may invest its assets in the securities
of foreign issuers. Investors should recognize that investing in foreign
companies involves certain risks, including those discussed below, which are in
addition to those associated with investing in U.S. issuers. Individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency, and balance of payments positions. A
Fund may invest in securities of foreign governments (or agencies or
instrumentalities thereof), and many, if not all, of the foregoing
considerations apply to such investments as well.

Foreign Currency Exchange. Since the Funds will invest in securities
denominated in currencies other than the U.S. dollar, and since a Fund may
temporarily hold funds in bank deposits or other money market investments
denominated in

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foreign currencies, a Fund's investments in foreign companies may be affected
favorably or unfavorably by exchange control regulations or changes in the
exchange rate between such currencies and the dollar. A change in the value of a
foreign currency relative to the U.S. dollar will result in a corresponding
change in the dollar value of the Fund's assets denominated in that foreign
currency. Changes in foreign currency exchange rates may also affect the value
of dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains, if any, to be distributed to
shareholders by a Fund. Unless otherwise contracted, the rate of exchange
between the U.S. dollar and other currencies is determined by the forces of
supply and demand in the foreign exchange markets. Changes in the exchange rate
may result over time from the interaction of many factors directly or indirectly
affecting economic and political conditions in the U.S. and a particular foreign
country, including economic and political developments in other countries. The
Fund bears a risk of loss in the event that the other party to the loan
agreement defaults on its obligations or becomes bankrupt and the Fund is
delayed or prevented from exercising its right to retrieve and dispose of the
loaned securities, including the risk of a possible decline in the value of the
loaned securities during the period in which the Fund seeks to assert its
rights. Governmental intervention may also play a significant role. National
governments rarely voluntarily allow their currencies to float freely in
response to economic forces. Sovereign governments use a variety of techniques,
such as intervention by a country's central bank or imposition of regulatory
controls or taxes, to affect the exchange rates of their currencies. A Fund may
use hedging techniques with the objective of protecting against loss through the
fluctuation of the valuation of foreign currencies against the U.S. dollar,
particularly the forward market in foreign exchange, currency options and
currency futures.

Euro Conversion. The introduction of a single European currency, the
euro, on January 1, 1999 for participating European nations in the Economic and
Monetary Union presents unique risks and uncertainties for investors in those
countries, including (i) whether the payment and operational systems of banks
and other financial institutions will be ready by the scheduled launch date;
(ii) the creation of suitable clearing and settlement payment schemes for the
euro; (iii) the legal treatment of outstanding financial contracts after January
1, 1999 that refer to existing currencies rather than the euro; (iv) the
fluctuation of the euro relative to non-euro currencies during the transition
period from January 1, 1999 to December 31, 2000 and beyond; and (v) whether the
interest rate, tax and labor regimes of the European countries participating in
the euro will converge over time. Further, the conversion of the currencies of
other Economic and Monetary Union countries, such as the United Kingdom, and the
admission of other countries, including Central and Eastern European countries,
to the Economic and Monetary Union could adversely affect the euro. These or
other factors may cause market disruptions before or after the introduction of
the euro and could adversely affect the value of foreign securities and
currencies held by the Funds.

Information. The majority of the foreign securities held by a Fund will
not be registered with, nor the issuers thereof be subject to reporting
requirements of, the SEC.

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Accordingly, there may be less publicly available information about the
securities and about the foreign company or government issuing them than is
available about a domestic company or government entity. Foreign companies are
generally subject to financial reporting standards, practices and requirements
that are either not uniform or less rigorous than those applicable to U.S.
companies.

Political Instability. With respect to some foreign countries, there is
the possibility of expropriation, nationalization, or confiscatory taxation and
limitations on the use or removal of funds or other assets of a Fund, including
the withholding of dividends. Political or social instability, or domestic
developments could affect U.S. investments in those and neighboring countries.

Foreign Markets. Securities of some foreign companies are less liquid
and their prices are more volatile than securities of comparable U.S. companies.
Certain foreign countries are known to experience long delays between the trade
and settlement dates of securities purchased or sold.

Increased Expenses. The operating expenses of a Fund, to the extent it
invests in foreign securities, may be higher than that of an investment company
investing exclusively in U.S. securities, since the expenses of the Fund, such
as the cost of converting foreign currency into U.S. dollars, the payment of
fixed brokerage commissions on foreign exchanges, custodial costs, valuation
costs and communication costs, may be higher than those costs incurred by
investment companies not investing in foreign securities. In addition, foreign
securities may be subject to foreign government taxes that would reduce the net
yield on such securities.

Dollar-Denominated Debt Securities of Foreign Issuer. The returns on
foreign debt securities reflect interest rates and other market conditions
prevailing in those countries and the effect of gains and losses in the
denominated currencies against the U.S. dollar, which have had a substantial
impact on investment in foreign fixed income securities. The relative
performance of various countries' fixed income markets historically has
reflected wide variations relating to the unique characteristics of each
country's economy. Year-to-year fluctuations in certain markets have been
significant, and negative returns have been experienced in various markets from
time to time.

Foreign Debt Securities. The returns on foreign debt securities reflect
interest rates and other market conditions prevailing in those countries and the
effect of gains and losses in the denominated currencies against the U.S.
dollar, which have had a substantial impact on investment in foreign
fixed-income securities. The relative performance of various countries'
fixed-income markets historically has reflected wide variations relating to the
unique characteristics of each country's economy. Year-to-year fluctuations in
certain markets have been significant, and negative returns have been
experienced in various markets from time to time.

The foreign government securities in which the Funds may invest
generally consist of obligations issued or backed by national, state or
provincial governments or similar

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<PAGE> 118

political subdivisions or central banks in foreign countries. Foreign government
securities also include debt obligations of supranational entities, which
include international organizations designated or backed by governmental
entities to promote economic reconstruction or development, international
banking institutions and related government agencies. Examples include the
International Bank for Reconstruction and Development (the "World Bank"), the
European Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank.

Foreign government securities also include debt securities of
"quasi-governmental agencies" and debt securities denominated in multinational
currency units of an issuer (including supranational issuers). Debt securities
of quasi-governmental agencies are issued by entities owned by either a
national, state or equivalent government or are obligations of a political unit
that is not backed by the national government's full faith and credit and
general taxing powers. An example of a multinational currency unit is the
European Currency Unit ("ECU"). An ECU represents specified amounts of the
currencies of certain member states of the European Economic Community. The
specific amounts of currencies comprising the ECU may be adjusted by the Council
of Ministers of the European Union to reflect changes in relative values of the
underlying currencies.

Sovereign Debt. Investments in sovereign debt involve special risks.
The issuer of the debt or the governmental authorities that control the
repayment of the debt may be unable or unwilling to repay principal or interest
when due in accordance with the terms of such debt, and a Fund may have limited
legal recourse in the event of a default.

Sovereign debt differs from debt obligations issued by private entities
in that, generally, remedies for defaults must be pursued in the courts of the
defaulting party. Legal recourse is therefore somewhat limited. Political
conditions, especially a sovereign entity's willingness to meet the terms of its
debt obligations, are of considerable significance. Also, there can be no
assurance that the holders of commercial bank loans to the same sovereign entity
may not contest payments to the holders of sovereign debt in the event of
default under commercial bank loan agreements.

A sovereign debtor's willingness or ability to repay principal and pay
interest in a timely manner may be affected by, among other factors, its cash
flow situation, the extent of its foreign reserves, the availability of
sufficient foreign exchange on the date a payment is due, the relative size of
the debt service burden to the economy as a whole, the sovereign debtor's policy
toward principal international lenders and the political constraints to which a
sovereign debtor may be subject. Increased protectionism on the part of a
country's trading partners, or political changes in those countries, could also
adversely affect its exports. Such events could diminish a country's trade
account surplus, if any, or the credit standing of a particular local government
or agency.

The occurrence of political, social or diplomatic changes in one or
more of the countries issuing sovereign debt could adversely affect a Fund's
investments. Political changes or a deterioration of a country's domestic
economy or balance of trade may

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<PAGE> 119

affect the willingness of countries to service their sovereign debt. While
Warburg intends to manage the Funds in a manner that will minimize the exposure
to such risks, there can be no assurance that adverse political changes will not
cause a Fund to suffer a loss of interest or principal on any of its holdings.

Investors should also be aware that certain sovereign debt instruments
in which a Fund may invest involve great risk. Sovereign debt issued by issuers
in many emerging markets generally is deemed to be the equivalent in terms of
quality to securities rated below investment grade by Moody's and S&P. Such
securities are regarded as predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance with the
terms of the obligations and involve major risk exposure to adverse conditions.
Some of such sovereign debt, which may not be paying interest currently or may
be in payment default, may be comparable to securities rated "D" by S&P or "C"
by Moody's. A Fund may have difficulty disposing of certain sovereign debt
obligations because there may be a limited trading market for such securities.
Because there is no liquid secondary market for many of these securities, the
Funds anticipate that such securities could be sold only to a limited number of
dealers or institutional investors. The lack of a liquid secondary market may
have an adverse impact on the market price of such securities and a Fund's
ability to dispose of particular issues when necessary to meet a Fund's
liquidity needs or in response to a specific economic event, such as a
deterioration in the creditworthiness of the issuer. The lack of a liquid
secondary market for certain securities also may make it more difficult for a
Fund to obtain accurate market quotations for purposes of valuing a Fund's
portfolio and calculating its net asset value. When and if available, fixed
income securities may be purchased by a Fund at a discount from face value.
However, the Funds do not intend to hold such securities to maturity for the
purpose of achieving potential capital gains, unless current yields on these
securities remain attractive. From time to time, a Fund may purchase securities
not paying interest at the time acquired if, in the opinion of Warburg, such
securities have the potential for future income or capital appreciation.

Privatizations. Each Fund may invest in privatizations (i.e. foreign
government programs of selling interests in government-owned or controlled
enterprises). The ability of U.S. entities, such as the Funds, to participate in
privatizations may be limited by local law, or the terms for participation may
be less advantageous than for local investors. There can be no assurance that
privatization programs will be available or successful.

Emerging Markets. Each Fund may (in the case of the Major Foreign
Markets Fund, with respect to up to 10% of its net assets, and in the case of
the International Small Company Fund, up to 25% of its net assets) invest in
securities of issuers located in "emerging markets" (less developed countries
located outside of the U.S.). Investing in emerging markets involves not only
the risks described above with respect to investing in foreign securities, but
also other risks, including exposure to economic structures that are generally
less diverse and mature than, and to political systems that can be expected to
have less stability than, those of developed countries. For example, many
investments in emerging markets experienced significant declines in value

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due to political and currency volatility in emerging markets countries during
the latter part of 1997 and the first half of 1998. Other characteristics of
emerging markets that may affect investment include certain national policies
that may restrict investment by foreigners in issuers or industries deemed
sensitive to relevant national interests and the absence of developed structures
governing private and foreign investments and private property. The typically
small size of the markets of securities of issuers located in emerging markets
and the possibility of a low or nonexistent volume of trading in those
securities may also result in a lack of liquidity and in price volatility of
those securities.

Japanese Investments. Because the International Equity and Major
Foreign Markets Funds may from time to time have large positions in Japanese
securities and the International Small Company Fund may also invest in Japanese
securities, these Funds may be subject to general economic and political
conditions in Japan. These conditions include future political and economic
developments, the possible imposition of, or changes in, exchange controls or
other Japanese governmental laws or restrictions applicable to such investments,
diplomatic developments, political or social unrest and natural disasters

Securities in Japan are denominated and quoted in "yen." Yen are fully
convertible and transferable based on floating exchange rates. In determining
the net asset value of shares of the Fund, assets or liabilities initially
expressed in terms of Japanese yen will be translated into U.S. dollars at the
current selling rate of Japanese yen against U.S. dollars. As a result, the
value of the Fund's assets as measured in U.S. dollars may be affected favorably
or unfavorably by fluctuations in the value of Japanese yen relative to the U.S.
dollar.

The decline in the Japanese securities markets since 1989 has
contributed to a weakness in the Japanese economy, and the impact of a further
decline cannot be ascertained. The common stocks of many Japanese companies
continue to trade at high price-earnings ratios in comparison with those in the
U.S., even after the recent market decline. Differences in accounting methods
make it difficult to compare the earnings of Japanese companies with those of
companies in other countries, especially the U.S.

<PAGE> 121

THE INFORMATION SET FORTH IN THIS SECTION HAS BEEN EXTRACTED FROM
VARIOUS GOVERNMENTAL PUBLICATIONS AND OTHER SOURCES. THE FUNDS MAKE NO
REPRESENTATION AS TO THE ACCURACY OF THE INFORMATION, NOR HAVE THE FUNDS
ATTEMPTED TO VERIFY IT. FURTHERMORE, NO REPRESENTATION IS MADE THAT ANY
CORRELATION EXISTS BETWEEN JAPAN OR ITS ECONOMY IN GENERAL AND THE PERFORMANCE
OF EACH FUND.

Domestic Politics

Japan has a parliamentary form of government. The legislative power is
vested in the Japanese Diet, which consists of a House of Representatives (lower
house) and a House of Councillors (upper house). Various political parties are
represented in the Diet, including the conservative Liberal Democratic Party
("LDP"), which until August 1993, had been in power nationally since its
formation in 1955. The LDP ceased to have a majority of the lower house in June
1993, when certain members of the lower house left the LDP and formed two new
political parties. After several years of political unrest, the LDP elected
Ryutaro Hashimoto in August 1995, the minister for international trade and
industry, as its new leader, and in January 1996, he became prime minister. Mr.
Hashimoto dissolved the Diet and called a general election in October 1996, in
which the LDP won 239 of the 500 lower-house seats. As a result, LDP members
filled all the new cabinet seats for the first time in three years. The LDP,
along with its former coalition partners (the Social Democratic Party and Shinto
Sakigake) agreed to continue to work together, but only in loose alliance.
Meanwhile, many dissatisfied Diet members from the main opposition party have
left the party to join the LDP. By September 1997, enough Diet members from the
main opposition party and other parties had defected to the LDP for the LDP to
regain its simple majority in the lower house. In August of 1998, Keizo Obuchi,
foreign minister under Hashimoto, was elected to the office of prime minister.
Japan's continuing political instability may hamper its ability to establish and
maintain effective economic and fiscal policies, and recent and future political
developments may lead to changes in policy that might adversely affect the
Funds' investments.

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<PAGE> 122
Economic Background

Generally. Since the end of World War II, Japan has experienced
significant economic development. Since the mid-1980's, Japan has become a major
creditor nation. With the exception of the periods associated with the oil
crises of the 1970's, Japan has generally experienced very low levels of
inflation. There is no guarantee, however, that these favorable trends will
continue.

The Japanese government has called for a transformation of the economy
away from its high dependency on export-led growth towards greater stimulation
of the domestic economy. In addition, there has been a move toward more economic
liberalization and discounting in the consumer sector. These shifts have already
begun to take place and may cause disruption in the Japanese economy.

Strains in the system have also been one of the major causes of Japan's
economic weakness. The non-performing loans of financial institutions have
hampered their ability to take on risk, thus obstructing the flow of funds into
capital outlays as well as equities. The large commercial banks are having to
bear a heavy burden of the bad-debt problem (e.g., in accepting write-offs of
loans they have extended to distressed smaller institutions, in recapitalizing
failed institutions and in stepping up contributions to the Deposit Insurance
Corporation, an organization jointly established in 1971 by the government and
private financial institutions to protect depositors). While the banking system
appears to be making some progress in its attempt to deal with non-performing
assets, it is extremely difficult to gauge the true extent of the bad-debt
problem which could lead to a crisis in the banking system.

Japan's economy is a market economy in which industry and commerce are
predominantly privately owned and operated. However, the Japanese government is
involved in establishing and meeting objectives for developing the economy and
improving the standard of living of the Japanese people.

Japan is largely dependent upon foreign economies for raw materials.
For instance, almost all of its oil is imported, the majority from the Middle
East. In the past, oil prices have had a major impact on the domestic economy,
but more recently Japan has worked to reduce its dependence on oil by
encouraging energy conservation and use of alternative fuels. In addition, a
restructuring of industry, with emphasis shifting from basic industries to
processing and assembly-type industries, has contributed to the reduction of oil
consumption. However, there is no guarantee this favorable trend will continue.

Economic Trends. The following tables set forth Japan's gross domestic
product and certain other economic indicators for the years shown.

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<PAGE> 123

GROSS DOMESTIC PRODUCT (GDP)
(yen in billions)

<TABLE>
<CAPTION>
1998* 1997 1996 1995 1994 1993 1992 1991 1990
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Consumption
Expenditures
Private............... (Y)308,472 (Y)299,440 (Y)290,515 (Y)286,154 (Y)278,703 (Y)272,294 (Y)261,891 (Y)249,288
Government............ 50,239 48,969 47,555 45,743 44,771 43,262 41,356 38,807
Gross Fixed
Capital Formation..... 143,217 148,190 136,792 137,291 140,433 143,525 143,998 136,467
Increase
(Decrease) in Stocks.. 828 1,058 947 50 620 1,489 3,453 2,430
Exports of
Goods and Services...... 55,979 49,598 45,393 44,410 44,197 47,384 46,723 45,920
Imports of
Goods and Services...... 51,331 46,900 38,272 34,387 33,343 36,891 39,121 42,872
GDP (Expenditures)...... 507,403 500,356 482,930 479,260 475,381 471,064 458,299 430,040
Change in GDP from
Preceding Year.......... 1.4% 3.6% 0.8% 0.8% 0.9% 2.8% 6.6% --
</TABLE>

Source: International Monetary Fund, International Financial Statistics

* Average of the first and second quarters of 1998.

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<PAGE> 124

<TABLE>
<CAPTION>
WHOLESALE PRICE INDEX CONSUMER PRICE INDEX
(Base Year: 1990) (Base Year: 1990)

All Change from Change from
Year Commodities Preceding Year General Preceding Year
---- ----------- -------------- ------- --------------
<S> <C> <C> <C> <C>
1990 100.0 -- 100.0 --
1991 100.2 0.2 103.3 3.3
1992 98.7 (1.5) 105.1 1.8
1993 95.0 (3.7) 106.4 1.3
1994 93.0 (2.0) 107.1 0.7
1995 92.2 (0.8) 107.0 (0.1)
1996 92.8 0.6 107.2 0.2
1997 93.7 0.9 109.0 0.5
1998 92.9* (0.8) 109.5** 0.5

Source: International Monetary Fund, Source: International Monetary Fund,
International Financial Statistics International Financial Statistics

</TABLE>

* Average of the first eight months of 1998.

** Average of the first seven months of 1998.

Currency Fluctuation. Investments by a Fund in Japanese securities will
be denominated in yen and most income received by these Funds from such
investments will be in yen. However, the Funds' net asset value will be
reported, and distributions will be made, in U.S. dollars. Therefore, a decline
in the value of the yen relative to the U.S. dollar could have an adverse effect
on the value of a Fund's Japanese investments. The following table presents the
average exchange rates of Japanese yen for U.S. dollars for the years shown:

AVERAGE CURRENCY EXCHANGE RATES

<TABLE>
<CAPTION>
Year Yen Per U.S. Dollar
---- -------------------
<S> <C>
1990 144.79
1991 134.71
1992 126.65
1993 111.20
1994 102.21
1995 94.06
1996 108.78
1997 120.99
1998 144.65*
</TABLE>

Source: International Monetary Fund, International Financial Statistics

* Average of the first eight months of 1998.

Securities Markets

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<PAGE> 125

The Exchange Market. The Japanese exchange market is a highly
systematized, government regulated market currently consisting of eight stock
exchanges. The three main Japanese Exchanges (Tokyo, Osaka and Nagoya) are
comprised of First and Second Sections. The First Sections have more stringent
listing standards with respect to a company's number of years in existence,
number of outstanding shares and trading volume and, accordingly, list larger,
more established companies than the Second Sections. The Tokyo Stock Exchange
("TSE") is the largest exchange and, as of _________, 1998, the First Section of
the TSE listed [1,324] companies with market capitalization in excess of [273.9]
trillion yen (approximately [$2.1] trillion as of such date). The Second
Sections of the main Japanese Exchanges generally list smaller, less capitalized
companies than those traded on the First Sections. As of __________, 1998, the
Second Section of the TSE listed [478] companies with market capitalization in
excess of [7] trillion yen (approximately [$53.6] billion as of such date).

The OTC Market. The Japanese OTC market ("JASDAQ") is less systematized
than the stock exchanges. Trading of equity securities through the JASDAQ market
is conducted by securities firms in Japan, primarily through an organization
which acts as a "matching agent," as opposed to a recognized stock exchange.
Consequently, securities traded through JASDAQ may, from time to time, and
especially in falling markets, become illiquid and experience short-term price
volatility and wide spreads between bid and offer prices. This combination of
limited liquidity and price volatility may have an adverse effect on the
investment performance of a Fund. In periods of rapid price increases, the
limited liquidity of JASDAQ restricts a Fund's ability to adjust its portfolio
quickly in order to take full advantage of a significant market increase, and
conversely, during periods of rapid price declines, it restricts the ability of
a Fund to dispose of securities quickly in order to realize gains previously
made or to limit losses on securities held in its portfolio. In addition,
although JASDAQ has generally experienced sustained growth in aggregate market
capitalization and trading volume, there have been periods in which aggregate
market capitalization and trading volume have declined. The Frontier Market is
expected to present greater liquidity and volatility considerations than JASDAQ.

As of ___________, 1998, [831] issues were traded through JASDAQ,
having an aggregate market capitalization in excess of [9.2] trillion yen
(approximately [$70.5] billion as of such date). The entry requirements for
JASDAQ generally require a minimum of two million shares outstanding at the time
of registration, a minimum of 200 shareholders (if less than 20 million shares
outstanding on the day of registration) or 400 shareholders (if 20 million or
more shares outstanding on the day of registration), minimum pre-tax profits of
10 yen per share (approximately [$.08] per share as of January __, 1999) for the
prior fiscal year, and net assets of 200 million yen (approximately [$1.6]
million as of January __, 1999) at the end of the prior fiscal year. JASDAQ has
generally attracted small growth companies or companies whose major shareholders
wish to sell only a small portion of the company's equity.

The Frontier Market is a second OTC market and is under the
jurisdiction of JASDAQ, which is overseen by the Japanese Securities and
Exchange Commission. The Frontier Market has less stringent entry requirements
than those described above for JASDAQ

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<PAGE> 126
and is designed to enable early stage companies access to capital markets.
Frontier Market companies need not have a history of earnings, provided their
spending on research and development equals at least 3% of net sales. In
addition, companies traded through the Frontier Market are not required to have
two million shares outstanding at the time of registration. As a result,
investments in companies traded through the Frontier Market may involve a
greater degree of risk than investments in companies traded through JASDAQ. The
Frontier Market was created in July 1995, and as of the date of this Statement
of Additional Information, a limited number of issues were traded through this
market.

Market Risks. Although the market for Japanese equities traded on the
First Section of the TSE is substantial in terms of trading volume and
liquidity, the TSE has nonetheless exhibited significant market volatility in
the past several years. With respect to the OTC market, trades of certain stocks
may not be effected on days when the matching of buy and sell orders for such
stocks does not occur. The liquidity of the Japanese OTC market, as well as that
of the Second Sections of the exchanges, although increasing in recent years, is
limited by the small number of publicly held shares which trade on a regular
basis. Overall, Japanese securities markets have declined significantly since
1989 which has contributed to a weakness in the Japanese economy and the impact
of a further decline cannot be ascertained.

Other Factors

The islands of Japan lie in the western Pacific Ocean, off the eastern
coast of the continent of Asia. Japan has in the past experienced earthquakes
and tidal waves of varying degrees of severity, and the risks of such phenomena,
and the damage resulting therefrom, continue to exist. The long-term economic
effects of such geological factors on the Japanese economy as a whole, and on
the Fund's investments, cannot be predicted. In addition, Japan has one of the
world's highest population densities. A significant percentage of the total
population of Japan is concentrated in the metropolitan areas of Tokyo,
Yokohama, Osaka and Nagoya.

Short Sales. The International Small Company Fund and the Global
Post-Venture Capital Fund may from time to time sell securities short. A short
sale is a transaction in which the Fund sells securities it does not own in
anticipation of a decline in the market price of the securities. The current
market value of the securities sold short (excluding short sales "against the
box") will not exceed 10% of each Fund's assets.

To deliver the securities to the buyer, the Fund must arrange through a
broker to borrow the securities and, in so doing, the Fund becomes obligated to
replace the securities borrowed at their market price at the time of
replacement, whatever that price may be. The Fund will make a profit or incur a
loss as a result of a short sale depending on whether the price of the
securities decreases or increases between the date of the short sale and the
date on which the Fund purchases the security to replace the borrowed securities
that have been sold. The amount of any loss would be increased (and any gain
decreased) by any premium or interest the Fund is required to pay in connection
with a short sale.

35
<PAGE> 127

The Fund's obligation to replace the securities borrowed in connection
with a short sale will be secured by cash or liquid securities deposited as
collateral with the broker. In addition, the Fund will place in a segregated
account with its custodian or a qualified subcustodian an amount of cash or
liquid securities equal to the difference, if any, between (i) the market value
of the securities sold at the time they were sold short and (ii) any cash or
liquid securities deposited as collateral with the broker in connection with the
short sale (not including the proceeds of the short sale). Until it replaces the
borrowed securities, a Fund will maintain the segregated account daily at a
level so that (a) the amount deposited in the account plus the amount deposited
with the broker (not including the proceeds from the short sale) will equal the
current market value of the securities sold short and (b) the amount deposited
in the account plus the amount deposited with the broker (not including the
proceeds from the short sale) will not be less than the market value of the
securities at the time they were sold short.

Short Sales "Against the Box". With the exception of the International
Equity Fund, each Fund may use up to 10% of its net assets (taken at current
value) as collateral for short sales against the box. In a short sale, a Fund
sells a borrowed security and has a corresponding obligation to the lender to
return the identical security. The seller does not immediately deliver the
securities sold and is said to have a short position in those securities until
delivery occurs. A Fund may engage in a short sale if at the time of the short
sale the Fund owns or has the right to obtain without additional cost an equal
amount of the security being sold short. This investment technique is known as a
short sale "against the box." It may be entered into by a Fund to, for example,
lock in a sale price for a security the Fund does not wish to sell immediately.
If a Fund engages in a short sale, the collateral for the short position will be
segregated in an account with the Fund's custodian or qualified sub-custodian.

The Funds do not intend to engage in short sales against the box for
investment purposes. Each Fund may, however, make a short sale as a hedge, when
it believes that the price of a security may decline, causing a decline in the
value of a security owned by the Fund (or a security convertible or exchangeable
for such security). In such case, any future losses in the Fund's long position
should be offset by a gain in the short position and, conversely, any gain in
the long position should be reduced by a loss in the short position. The extent
to which such gains or losses are reduced will depend upon the amount of the
security sold short relative to the amount the Fund owns. There will be certain
additional transaction costs associated with short sales against the box, but a
Fund will endeavor to offset these costs with the income from the investment of
the cash proceeds of short sales.

If a Fund effects a short sale of securities at a time when it has an
unrealized gain on the securities, it may be required to recognize that gain as
if it had actually sold the securities (as a "constructive sale") on the date it
effects the short sale. However, such constructive sale treatment may not apply
if the Fund closes out the short sale with securities other than the appreciated
securities held at the time of the short sale and if certain other conditions
are satisfied. Uncertainty regarding the tax consequences of effecting short
sales may limit the extent to which a Fund may effect short sales.

36
<PAGE> 128

Warrants. Each Fund may invest up to 10% of its net assets (in the case
of the Major Foreign Markets and Global Post-Venture Capital Funds, up to 10% of
total assets) in warrants. Warrants are securities that give the holder the
right, but not the obligation to purchase equity issues of the company issuing
the warrants, or a related company, at a fixed price either on a date certain or
during a set period. A Fund may invest in warrants to purchase equity securities
consisting of common and preferred stock. The equity security underlying a
warrant is authorized at the time the warrant is issued or is issued together
with the warrant.

Investing in warrants can provide a greater potential for profit or
loss than an equivalent investment in the underlying security, and, thus, can be
a speculative investment. At the time of issue, the cost of a warrant is
substantially less than the cost of the underlying security itself, and price
movements in the underlying security are generally magnified in the price
movements of the warrant. This leveraging effect enables the investor to gain
exposure to the underlying security with a relatively low capital investment.
This leveraging increases an investor's risk, however, in the event of a decline
in the value of the underlying security and can result in a complete loss of the
amount invested in the warrant. In addition, the price of a warrant tends to be
more volatile than, and may not correlate exactly to, the price of the
underlying security. If the market price of the underlying security is below the
exercise price of the warrant on its expiration date, the warrant will generally
expire without value. The value of a warrant may decline because of a decline in
the value of the underlying security, the passage of time, changes in interest
rates or in the dividend or other policies of the company whose equity underlies
the warrant or a change in the perception as to the future price of the
underlying security, or any combination thereof. Warrants generally pay no
dividends and confer no voting or other rights other than to purchase the
underlying security.

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

Non-Publicly Traded and Illiquid Securities. Each Fund may not invest
more than 15% of its net assets (10% of total assets in the case of the
International Equity

37
<PAGE> 129

Fund) in non-publicly traded and illiquid securities, including securities that
are illiquid by virtue of the absence of a readily available market, time
deposits maturing in more than seven days, certain Rule 144A Securities (as
defined below), Private Funds (in the case of the Global Post-Venture Capital
Fund), and repurchase agreements which have a maturity of longer than seven
days. Securities that have legal or contractual restrictions on resale but have
a readily available market are not considered illiquid for purposes of this
limitation. Repurchase agreements subject to demand are deemed to have a
maturity equal to the notice period.

Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
securities which are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Securities which have not been
registered under the Securities Act are referred to as private placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. Mutual funds do not typically hold a significant amount of
these restricted or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Non-publicly traded securities
(including Rule 144A Securities and, with respect to the Global Post-Venture
Capital Fund, Private Funds) may involve a high degree of business and financial
risk and may result in substantial losses. These securities may be less liquid
than publicly traded securities, and a Fund may take longer to liquidate these
positions than would be the case for publicly traded securities. Companies whose
securities are not publicly traded may not be subject to the disclosure and
other investor protection requirements applicable to companies whose securities
are publicly traded. Limitations on resale may have an adverse effect on the
marketability of portfolio securities and a mutual fund might be unable to
dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemptions within
seven days. A Fund's investment in illiquid securities is subject to the risk
that should the Fund desire to sell any of these securities when a ready buyer
is not available at a price that is deemed to be representative of their value,
the value of the Fund's net assets could be adversely affected. A mutual fund
might also have to register such restricted securities in order to dispose of
them resulting in additional expense and delay. Adverse market conditions could
impede such a public offering of securities.

In recent years, however, a large institutional market has developed
for certain securities that are not registered under the Securities Act
including repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments.

Rule 144A Securities. Rule 144A under the Securities Act adopted by the
SEC allows for a broader institutional trading market for securities otherwise
subject to restriction on resale to the general public. Rule 144A establishes a
"safe harbor" from the

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<PAGE> 130
registration requirements of the Securities Act for resales of certain
securities to qualified institutional buyers. Warburg anticipates that the
market for certain restricted securities such as institutional commercial paper
will expand further as a result of this regulation and use of automated systems
for the trading, clearance and settlement of unregistered securities of domestic
and foreign issuers, such as the PORTAL System sponsored by the National
Association of Securities Dealers, Inc.

An investment in Rule 144A Securities will be considered illiquid and
therefore subject to the Fund's limit on the purchase of illiquid securities
unless the Board or its delegates determines that the Rule 144A Securities are
liquid. In reaching liquidity decisions, the Board and its delegates may
consider, inter alia, the following factors: (i) the unregistered nature of the
security; (ii) the frequency of trades and quotes for the security; (iii) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (iv) dealer undertakings to make a market in the
security and (v) the nature of the security and the nature of the marketplace
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of the transfer).

This investment practice could have the effect of increasing the level
of illiquidity in the Funds to the extent that qualified institutional buyers
become uninterested for a time in purchasing Rule 144A Securities. The Board of
each Fund will carefully monitor any investments by the Fund in Rule 144A
Securities. The Boards may adopt guidelines and delegate to Warburg the daily
function of determining and monitoring the liquidity of Rule 144A Securities,
although each Board will retain ultimate responsibility for any determination
regarding liquidity.

Borrowing. A Fund may borrow up to 30% of its total assets for
temporary or emergency purposes, including to meet portfolio redemption requests
so as to permit the orderly disposition of portfolio securities or to facilitate
settlement transactions on portfolio securities, so long as there is asset
coverage of at least 300% for all borrowings of the Fund and each Fund may
pledge its assets to the extent necessary to secure permitted borrowings (up to
10% of its assets in the case of the International Equity Fund). Additional
investments (including roll-overs) will not be made when borrowings (including
reverse repurchase agreements) exceed 5% of a Fund's total assets (net assets in
the case of the Global Post-Venture Capital Fund). Although the principal of
such borrowings will be fixed, the Fund's assets may change in value during the
time the borrowing is outstanding. Each Fund expects that some of its borrowings
may be made on a secured basis. In such situations, either the custodian will
segregate the pledged assets for the benefit of the lender or arrangements will
be made with a suitable subcustodian, which may include the lender.

Stand-By Commitments. The Emerging Markets Fund and the International
Small Company Fund may invest in stand-by commitments with respect to securities
held in its portfolio, although each Fund currently anticipates that such
commitments will not exceed 5% of its net assets in the coming year. Under a
stand-by commitment, a dealer agrees to purchase at a Fund's option specified
securities at a specified price. A Fund's right to exercise stand-by commitments
is unconditional and

39
<PAGE> 131

unqualified. Stand-by commitments acquired by a Fund may also be referred to as
"put" options. A stand-by commitment is not transferable by a Fund, although a
Fund can sell the underlying securities to a third party at any time.

The principal risk of stand-by commitments is that the writer of a
commitment may default on its obligation to repurchase the securities acquired
with it. The Funds intend to enter into stand-by commitments only with brokers,
dealers and banks that, in the opinion of Warburg, present minimal credit risks.
In evaluating the creditworthiness of the issuer of a stand-by commitment,
Warburg will periodically review relevant financial information concerning the
issuer's assets, liabilities and contingent claims. A Fund will acquire stand-by
commitments only in order to facilitate portfolio liquidity and does not intend
to exercise its rights under stand-by commitments for trading purposes.

The amount payable to a Fund upon its exercise of a stand-by commitment
is normally (i) a Fund's acquisition cost of the securities (excluding any
accrued interest which the Fund paid on their acquisition), less any amortized
market premium or plus any amortized market or original issue discount during
the period a Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date during that period.

Each Fund expects that stand-by commitments will generally be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, a Fund may pay for a stand-by commitment either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the commitment (thus reducing the yield to maturity
otherwise available for the same securities). The total amount paid in either
manner for outstanding stand-by commitments held in a Fund's portfolio will not
exceed 1/2 of 1% of the value of a Fund's total assets calculated immediately
after each stand-by commitment is acquired.

The acquisition of a stand-by commitment would not affect the valuation
or assumed maturity of the underlying securities. Stand-by commitments acquired
by a Fund would be valued at zero in determining net asset value. Where a Fund
paid any consideration directly or indirectly for a stand-by commitment, its
cost would be reflected as unrealized depreciation for the period during which
the commitment was held by a Fund. Stand-by commitments would not affect the
average weighted maturity of a Fund's portfolio.

Reverse Repurchase Agreements. With the exception of the International
Equity Fund, each Fund may enter into reverse repurchase agreements with member
banks of the Federal Reserve System and certain non-bank dealers, although none
of the Funds intend to enter into reverse repurchase agreements in the coming
year. Reverse repurchase agreements involve the sale of securities held by a
Fund pursuant to its agreement to repurchase them at a mutually agreed upon
date, price and rate of interest. At the time a Fund enters into a reverse
repurchase agreement, it will establish and maintain a segregated account with
an approved custodian containing cash or liquid high-grade debt securities
having a value not less than the repurchase price (including accrued interest).
The

40
<PAGE> 132

assets contained in the segregated account will be marked-to-market daily and
additional assets will be placed in such account on any day in which the assets
fall below the repurchase price (plus accrued interest). A Fund's liquidity and
ability to manage its assets might be affected when it sets aside cash or
portfolio securities to cover such commitments. Reverse repurchase agreements
involve the risk that the market value of the securities retained in lieu of
sale may decline below the price of the securities the Fund has sold but is
obligated to repurchase. In the event the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent, such buyer or
its trustee or receiver may receive an extension of time to determine whether to
enforce a Fund's obligation to repurchase the securities, and the Fund's use of
the proceeds of the reverse repurchase agreement may effectively be restricted
pending such decision.

When-Issued Securities and Delayed-Delivery Transactions. Each Fund may
utilize up to 20% (except in the case of the International Small Company Fund)
of its total assets to purchase securities on a "when-issued" basis or purchase
or sell securities for delayed delivery (i.e., payment or delivery occur beyond
the normal settlement date at a stated price and yield). The International
Equity, International Small and Emerging Markets Funds have no current intention
to purchase securities on a "when-issued" or "delayed-delivery" basis in the
coming year. In these transactions, payment for and delivery of the securities
occur beyond the regular settlement dates, normally within 30-45 days after the
transaction. The Funds will enter into a when-issued transaction for the purpose
of acquiring portfolio securities and not for the purpose of leverage, but may
sell the securities before the settlement date if Warburg deems it advantageous
to do so. The payment obligation and the interest rate that will be received on
when-issued and delayed-delivery securities are fixed at the time the buyer
enters into the commitment. Due to fluctuations in the value of securities
purchased or sold on a when-issued or delayed-delivery basis, the yields
obtained on such securities may be higher or lower than the yields available in
the market on the dates when the investments are actually delivered to the
buyers. When-issued securities may include securities purchased on a "when, as
and if issued" basis, under which the issuance of the security depends on the
occurrence of a subsequent event, such as approval of a merger, corporate
reorganization or debt restructuring.

When a Fund agrees to purchase when-issued or delayed-delivery
securities, its custodian will set aside cash or certain liquid securities that
are acceptable as collateral to the appropriate regulatory authority equal to
the amount of the commitment in a segregated account. Normally, the custodian
will set aside portfolio securities to satisfy a purchase commitment, and in
such a case, a Fund may be required subsequently to place additional assets in
the segregated account in order to ensure that the value of the account remains
equal to the amount of the Fund's commitment. It may be expected that a Fund's
net assets will fluctuate to a greater degree when it sets aside portfolio
securities to cover such purchase commitments than when it sets aside cash. When
a Fund engages in when-issued or delayed-delivery transactions, it relies on the
other party to consummate the trade. Failure of the seller to do so may result
in a Fund's incurring a loss or missing an opportunity to obtain a price
considered to be advantageous.

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Mortgage-Backed Securities. The Emerging Markets Fund may invest up to
35% of its net assets and the International Small Company Fund may invest up to
5% of its net assets in mortgage-backed securities sponsored by U.S. and foreign
issuers as well as non-governmental issuers. The International Equity Fund may
invest in mortgage-backed securities that are issued or guaranteed by the U.S.
government, its agencies or instrumentalities. Non-government issued
mortgage-backed securities may offer higher yields than those issued by
government entities, but may be subject to greater price fluctuations.
Mortgage-backed securities represent direct or indirect participations in, or
are secured by and payable from, mortgage loans secured by real property. The
mortgages backing these securities include, among other mortgage instruments,
conventional 30-year fixed-rate mortgages, 15-year fixed-rate mortgages,
graduated payment mortgages and adjustable rate mortgages. Although there may be
government or private guarantees on the payment of interest and principal of
these securities, the guarantees do not extend to the securities' yield or
value, which are likely to vary inversely with fluctuations in interest rates,
nor do the guarantees extend to the yield or value of the Fund's shares. These
securities generally are "pass-through" instruments, through which the holders
receive a share of all interest and principal payments from the mortgages
underlying the securities, net of certain fees. Some mortgage-backed securities,
such as collateralized mortgage obligations ("CMOs"), make payments of both
principal and interest at a variety of intervals; others make semiannual
interest payments at a predetermined rate and repay principal at maturity (like
a typical bond).

Yields on pass-through securities are typically quoted by investment
dealers and vendors based on the maturity of the underlying instruments and the
associated average life assumption. The average life of pass-through pools
varies with the maturities of the underlying mortgage loans. A pool's term may
be shortened by unscheduled or early payments of principal on the underlying
mortgages. The occurrence of mortgage prepayments is affected by various
factors, including the level of interest rates, general economic conditions, the
location, scheduled maturity and age of the mortgage and other social and
demographic conditions. Because prepayment rates of individual pools vary
widely, it is not possible to predict accurately the average life of a
particular pool. At present, pools, particularly those with loans with other
maturities or different characteristics, are priced on an assumption of average
life determined for each pool. In periods of falling interest rates, the rate of
prepayment tends to increase, thereby shortening the actual average life of a
pool of mortgage-backed securities. Conversely, in periods of rising rates the
rate of prepayment tends to decrease, thereby lengthening the actual average
life of the pool. However, these effects may not be present, or may differ in
degree, if the mortgage loans in the pools have adjustable interest rates or
other special payment terms, such as a prepayment charge. Actual prepayment
experience may cause the yield of mortgage-backed securities to differ from the
assumed average life yield. Reinvestment of prepayments may occur at higher or
lower interest rates than the original investment, thus affecting a Fund's
yield.

The rate of interest on mortgage-backed securities is lower than the
interest rates paid on the mortgages included in the underlying pool due to the
annual fees paid

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to the servicer of the mortgage pool for passing through monthly payments to
certificate holders and to any guarantor, such as GNMA, and due to any yield
retained by the issuer. Actual yield to the holder may vary from the coupon
rate, even if adjustable, if the mortgage-backed securities are purchased or
traded in the secondary market at a premium or discount. In addition, there is
normally some delay between the time the issuer receives mortgage payments from
the servicer and the time the issuer makes the payments on the mortgage-backed
securities, and this delay reduces the effective yield to the holder of such
securities.

Asset-Backed Securities. The Emerging Markets Fund may invest up to 35%
of its net assets and the International Small Company Fund may invest up to 5%
of its net assets in U.S. and foreign governmental and private asset-backed
securities. The International Equity Fund may invest in asset-backed securities
issued or guaranteed by the U.S. government its agencies or instrumentalities,
such as those issued by the Student Loan Marketing Association. Asset-backed
securities, which represent participations in, or are secured by and payable
from, pools of consumer loans on assets such as motor vehicle installment sales,
installment loan contracts, leases of various types of real and personal
property and receivables from revolving credit (credit card) agreements. Such
assets are securitized through the use of trusts and special purpose
corporations. Payments or distributions of principal and interest ultimately
depend on payments in respect of the underlying loans by individuals and may be
guaranteed up to certain amounts and for a certain time period by a letter of
credit or a pool insurance policy issued by a financial institution unaffiliated
with the trust or corporation.

Asset-backed securities present certain risks that are not presented by
other securities in which a Fund may invest. Automobile receivables generally
are secured by automobiles. Most issuers of automobile receivables permit the
loan servicers to retain possession of the underlying obligations. If the
servicer were to sell these obligations to another party, there is a risk that
the purchaser would acquire an interest superior to that of the holders of the
asset-backed securities. In addition, because of the large number of vehicles
involved in a typical issuance and technical requirements under state laws, the
trustee for the holders of the automobile receivables may not have a proper
security interest in the underlying automobiles. Therefore, there is the
possibility that recoveries on repossessed collateral may not, in some cases, be
available to support payments on these securities. Credit card receivables are
generally unsecured, and the debtors are entitled to the protection of a number
of state and federal consumer credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards, thereby reducing the
balance due. In addition, there is no assurance that the security interest in
the collateral can be realized. The remaining maturity of any asset-backed
security a Fund invests in will be 397 days or less. A Fund may purchase
asset-backed securities that are unrated.

Zero Coupon Securities. Each of the Emerging Markets Fund and the
International Small Company Fund may invest in "zero coupon" U.S. Treasury,
foreign government and U.S. and foreign corporate convertible and nonconvertible
debt securities, which are bills, notes and bonds that have been stripped of
their unmatured interest coupons and custodial receipts or certificates of
participation representing interests in such stripped debt obligations and
coupons. A zero coupon security pays no

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interest to its holder prior to maturity. When held to maturity, their return
comes from the difference between their purchase price and their maturity value.
Accordingly, such securities usually trade at a deep discount from their face or
par value and will be subject to greater fluctuations of market value in
response to changing interest rates than debt obligations of comparable
maturities that make current distributions of interest. Each Fund anticipates
that it will not normally hold zero coupon securities to maturity. Redemption of
shares of the Fund that require it to sell zero coupon securities prior to
maturity may result in capital gains or losses that may be substantial. Federal
tax law requires that a holder of a zero coupon security accrue a portion of the
discount at which the security was purchased as income each year, even though
the holder receives no interest payment on the security during the year. Such
accrued discount will be includible in determining the amount of dividends the
Funds must pay each year and, in order to generate cash necessary to pay such
dividends, the Funds may liquidate portfolio securities at a time when it would
not otherwise have done so. Each Fund currently anticipates that during the
coming year investments in zero coupon securities will not exceed 5% of its net
assets.

Emerging Growth and Small Companies; Unseasoned Issuers. With the
exception of the Major Foreign Markets Fund, each Fund may invest its assets in
the securities of Emerging Growth and Small Companies. Investments in emerging
growth and small-sized companies, as well as companies with continuous
operations of less than three years ("unseasoned issuers"), which may include
JASDAQ and Frontier Market securities, involve considerations that are not
applicable to investing in securities of established, larger-capitalization
issuers, including reduced and less reliable information about issuers and
markets, less stringent financial disclosure requirements and accounting
standards, illiquidity of securities and markets, higher brokerage commissions
and fees and greater market risk in general. In addition, securities of emerging
growth and small-sized companies and unseasoned issuers may involve greater
risks since these securities may have limited marketability and, thus, may be
more volatile. Because such companies normally have fewer shares outstanding
than larger companies, it may be more difficult for a Fund to buy or sell
significant amounts of such shares without an unfavorable impact on prevailing
prices. These companies may have limited product lines, markets or financial
resources and may lack management depth. In addition, these companies are
typically subject to a greater degree of changes in earnings and business
prospects than are larger, more established companies. There is typically less
publicly available information concerning these companies than for larger, more
established ones.

Although investing in securities of these companies offers potential
for above-average returns if the companies are successful, the risk exists that
the companies will not succeed and the prices of the companies' shares could
significantly decline in value. Therefore, an investment in the Funds may
involve a greater degree of risk than an investment in other mutual funds that
seek capital appreciation by investing in more established, larger companies.

Dollar Rolls. With the exception of the International Equity Fund, each
Fund also may enter into "dollar rolls," in which the Fund sells fixed-income
securities

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for delivery in the current month and simultaneously contracts to repurchase
similar but not identical (same type, coupon and maturity) securities on a
specified future date. During the roll period, the Fund would forego principal
and interest paid on such securities. The Fund would be compensated by the
difference between the current sale price and the forward price for the future
purchase, as well as by the interest earned on the cash proceeds of the initial
sale. At the time the Fund enters into a dollar roll transaction, it will place
in a segregated account maintained with an approved custodian cash or liquid
securities having a value not less than the repurchase price (including accrued
interest) and will subsequently monitor the account to ensure that its value is
maintained. Each Fund currently anticipates that during the coming year
investments in dollar rolls will not exceed 5% of its net assets.

Temporary Defensive Strategies.

Debt Securities. When Warburg believes that a defensive posture is
warranted, each Fund may invest temporarily without limit in investment grade
debt obligations and in domestic and foreign money market obligations, including
repurchase agreements.

Money Market Obligations. Each Fund, for temporary defensive purposes,
may invest in domestic and foreign short-term (one year or less remaining to
maturity) and medium-term (five years or less remaining to maturity) money
market obligations without limit.

Non-Diversified Status (Emerging Markets Fund Only). The Emerging Markets Fund
is classified as a non-diversified investment company under the 1940 Act, which
means that the Fund is not limited by the 1940 Act in the proportion of its
assets that it may invest in the obligations of a single issuer. As a
non-diversified investment company, the Fund may invest a greater proportion of
its assets in the obligations of a small number of issuers and, as a result, may
be subject to greater risk with respect to portfolio securities. To the extent
that the Fund assumes large positions in the securities of a small number of
issuers, its return may fluctuate to a greater extent than that of a diversified
company as a result of changes in the financial condition or in the market's
assessment of the issuers.

The Fund's investments will be limited, however, in order to qualify as
a "regulated investment company" for purposes of the Internal Revenue Code of
1986, as amended (the "Code"). To qualify, the Fund will comply with certain
requirements, including limiting its investments so that at the close of each
quarter of the taxable year (i) not more than 25% of the market value of its
total assets will be invested in the securities of a single issuer, and (ii)
with respect to 50% of the market value of its total assets, not more than 5% of
the market value of its total assets will be invested in the securities of a
single issuer and the Fund will not own more than 10% of the outstanding voting
securities of a single issuer.

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Strategies Available to the Global Post-Venture Capital Fund Only

Private Fund Investments. Up to 10% of the Fund's assets may be
invested in U.S. or foreign private limited partnerships or other investment
funds ("Private Funds") that themselves invest in equity or debt securities of
(a) companies in the venture capital or post-venture capital stages of
development or (b) companies engaged in special situations or changes in
corporate control, including buyouts. In selecting Private Funds for investment,
Abbott attempts to invest in a mix of Private Funds that will provide an above
average internal rate of return (i.e., the discount rate at which the present
value of an investment's future cash inflows (dividend income and capital gains)
are equal to the cost of the investment). Warburg believes that the Fund's
investments in Private Funds offer individual investors a unique opportunity to
participate in venture capital and other private investment funds, providing
access to investment opportunities typically available only to large
institutions and accredited investors. Although the Fund's investments in
Private Funds are limited to a maximum of 10% of the Fund's assets, these
investments are highly speculative and volatile and may produce gains or losses
in this portion of the Fund that exceed those of the Fund's other holdings and
of more mature companies generally.

Because Private Funds generally are investment companies for purposes
of the 1940 Act, the Fund's ability to invest in them will be limited. In
addition, Fund shareholders will remain subject to the Fund's expenses while
also bearing their pro rata share of the operating expenses of the Private
Funds. The ability of the Fund to dispose of interests in Private Funds is very
limited and will involve certain risks. In valuing the Fund's holdings of
interests in Private Funds, the Fund will be relying on the most recent reports
provided by the Private Funds themselves prior to calculation of the Fund's net
asset value. These reports, which are provided on an infrequent basis, often
depend on the subjective valuations of the managers of the Private Funds and, in
addition, would not generally reflect positive or negative subsequent
developments affecting companies held by the Private Fund. Debt securities held
by a Private Fund will tend to be rated below investment grade and may be rated
as low as C by Moody's or D by S&P. Securities in these rating categories are in
payment default or have extremely poor prospects of attaining any investment
standing.

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

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Interests in the Private Funds in which a Fund may invest will be
subject to substantial restrictions on transfer and, in some instances, may be
non-transferable for a period of years. Private Funds may participate in only a
limited number of investments and, as a consequence, the return of a particular
Private Fund may be substantially adversely affected by the unfavorable
performance of even a single investment. Certain of the Private Funds in which
the Fund may invest may pay their investment managers a fee based on the
performance of the Fund, which may create an incentive for the manager to make
investments that are riskier or more speculative than would be the case if the
manager was paid a fixed fee. Private Funds are not registered under the 1940
Act and, consequently, are not subject to the restrictions on affiliated
transactions and other protections applicable to regulated investment companies.
The valuation of companies held by Private Funds, the securities of which are
generally unlisted and illiquid, may be very difficult and will often depend on
the subjective valuation of the managers of the Private Funds, which may prove
to be inaccurate. Inaccurate valuations of a Private Fund's portfolio holdings
may affect the Fund's net asset value calculations. Private Funds in which the
Fund invests will not borrow to increase the amount of assets available for
investment or otherwise engage in leverage.

The Fund may also hold non-publicly traded equity securities of
companies in the venture capital and post-venture capital stages of development,
such as those of closely-held companies or private placements of public
companies. The portion of the Fund's assets invested in these non-publicly
traded securities will vary over time depending on investment opportunities and
other factors. The Fund's illiquid assets, including Private Funds and other
non-publicly traded securities, may not exceed 15% of the Fund's net assets.

Other Strategies. The Fund will invest in securities of post-venture
capital companies that are traded on a national securities exchange or in an
organized OTC market, such as The Nasdaq Stock Market, Inc., JASDAQ, EASDAQ and
AIM. The Fund may invest, directly or through Private Funds, in securities of
issuers engaged at the time of purchase in "special situations," such as a
restructuring or recapitalization; an acquisition, consolidation, merger or
tender offer; a change in corporate control or investment by a venture
capitalist. For temporary defensive purposes, such as during times of
international political or economic uncertainty, all of the Fund's investments
may be made temporarily in the U.S.

INVESTMENT RESTRICTIONS

All Funds. Certain investment limitations of each Fund may not be
changed without the affirmative vote of the holders of a majority of the Fund's
outstanding shares ("Fundamental Restrictions"). Such majority is defined as the
lesser of (i) 67% or more of the shares present at the meeting, if the holders
of more than 50% of the outstanding shares of the Fund are present or
represented by proxy, or (ii) more than 50% of the outstanding shares.

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Major Foreign Markets Fund. The investment limitations numbered 1
through 9 may not be changed without the affirmative vote of the holders of a
majority of the Fund's outstanding shares. Investment limitations 10 through 14
may be changed by a vote of the Board at any time. The Major Foreign Markets
Fund may not:

1. Borrow money except that the Fund may (a) borrow from banks for
temporary or emergency purposes and (b) enter into reverse repurchase
agreements; provided that reverse repurchase agreements, dollar roll
transactions that are accounted for as financings and any other transactions
constituting borrowing by the Fund may not exceed 30% of the value of the Fund's
total assets at the time of such borrowing. For purposes of this restriction,
short sales, the entry into currency transactions, options, futures contracts,
options on futures contracts, forward commitment transactions and dollar roll
transactions that are not accounted for as financings (and the segregation of
assets in connection with any of the foregoing) shall not constitute borrowing.

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

3. Purchase the securities of any issuer if as a result more than 5% of
the value of the Fund's total assets would be invested in the securities of such
issuer, except that this 5% limitation does not apply to U.S. Government
Securities and except that up to 25% of the value of the Fund's total assets may
be invested without regard to this 5% limitation.

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

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

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

7. Purchase securities on margin, except that the Fund may obtain any
short-term credits necessary for the clearance of purchases and sales of
securities. For purposes of this restriction, the deposit or payment of initial
or variation margin in connection with transactions in currencies, options,
futures contracts or related options will not be deemed to be a purchase of
securities on margin.

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8. Invest in commodities, except that the Fund may purchase and sell
futures contracts, including those relating to securities, currencies and
indexes, and options on futures contracts, securities, currencies or indexes,
purchase and sell currencies on a forward commitment or delayed-delivery basis
and enter into stand-by commitments.

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

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

11. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow in connection with purchase of securities on a
forward commitment or delayed-delivery basis and collateral and initial or
variation margin arrangements with respect to currency transactions, options,
futures contracts, and options on futures contracts.

12. Invest more than 15% of the Fund's net assets in securities which
may be illiquid because of legal or contractual restrictions on resale or
securities for which there are no readily available market quotations. For
purposes of this limitation, repurchase agreements with maturities greater than
seven days shall be considered illiquid securities.

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

14. Make short sales of securities or maintain a short position, except
that the Fund may maintain short positions in forward currency contracts,
options and futures contracts and make short sales "against the box."

If a percentage restriction (other than the percentage limitation set
forth in No. 1 and No. 12 above) is adhered to at the time of an investment, a
later increase or decrease in the percentage of assets resulting from a change
in the values of portfolio securities or in the amount of the Fund's assets will
not constitute a violation of such restriction.

International Equity Fund. The investment limitations numbered 1
through 11 are Fundamental Restrictions. Investment limitations 12 through 14
may be changed by a vote of the Board at any time. The International Equity Fund
may not:

1. Borrow money or issue senior securities except that the Fund may (a)
borrow from banks for temporary or emergency purposes, and not for leveraging,
and then in amounts not in excess of 30% of the value of the Fund's total assets
at the time of such borrowing and (b) enter into futures contracts; or mortgage,
pledge or hypothecate any assets except in connection with any bank borrowing
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. Whenever
borrowings described in (a) exceed 5% of the value of the Fund's total assets,
the Fund will not make any investments (including roll-overs). For purposes of
this

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restriction, (a) the deposit of assets in escrow in connection with the purchase
of securities on a when-issued or delayed-delivery basis and (b) collateral
arrangements with respect to initial or variation margin for futures contracts
will not be deemed to be pledges of the Fund's assets.

2. Purchase the securities of any issuer if as a result more than 5% of
the value of the Fund's total assets would be invested in the securities of such
issuer, except that this 5% limitation does not apply to U.S. Government
Securities and except that up to 25% of the value of the Fund's total assets may
be invested without regard to this 5% limitation.

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

4. Make loans, except that the Fund may purchase or hold publicly
distributed fixed-income securities, lend portfolio securities and enter into
repurchase agreements.

5. Underwrite any issue of securities except to the extent that the
investment in restricted securities and the purchase of fixed-income securities
directly from the issuer thereof in accordance with the Fund's investment
objective, policies and limitations may be deemed to be underwriting.

6. Purchase or sell real estate, real estate investment trust
securities, commodities or commodity contracts, or invest in oil, gas or mineral
exploration or development programs, except that the Fund may invest in (a)
fixed-income securities secured by real estate, mortgages or interests therein,
(b) securities of companies that invest in or sponsor oil, gas or mineral
exploration or development programs and (c) futures contracts and related
options. The entry into forward foreign currency exchange contracts is not and
shall not be deemed to involve investing in commodities.

7. Make short sales of securities or maintain a short position.

8. Purchase, write or sell puts, calls, straddles, spreads or
combinations thereof, except that the Fund may (a) purchase put and call options
on securities, (b) write covered call options on securities, (c) purchase and
write put and call options on stock indices and (d) enter into options on
futures contracts.

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

10. Purchase more than 10% of the voting securities of any one issuer,
more than 10% of the securities of any class of any one issuer or more than 10%
of the outstanding debt securities of any one issuer; provided that this
limitation shall not apply to investments in U.S. government securities.

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11. Purchase securities on margin, except that the Fund may obtain any
short-term credits necessary for the clearance of purchases and sales of
securities. For purposes of this restriction, the deposit or payment of initial
or variation margin in connection with futures contracts or related options will
not be deemed to be a purchase of securities on margin.

12. Invest more than 10% of the value of the Fund's total assets in
securities which may be illiquid because of legal or contractual restrictions on
resale or securities for which there are no readily available market quotations.
For purposes of this limitation, (a) repurchase agreements with maturities
greater than seven days and (b) time deposits maturing in more than seven
calendar days shall be considered illiquid securities.

13. Invest in warrants (other than warrants acquired by the Fund as
part of a unit or attached to securities at the time of purchase) if, as a
result, the investments (valued at the lower of cost or market) would exceed 10%
of the value of the Fund's net assets.

14. Invest in oil, gas, or mineral leases.

If a percentage restriction (other than the percentage limitation set
forth in No. 1 and No. 12) is adhered to at the time of investment, a later
increase or decrease in the percentage of assets resulting from a change in the
values of portfolio securities or in the amount of the Fund's assets will not
constitute a violation of such restriction.

International Small Company Fund. The investment limitations numbered 1
through 9 may not be changed without the affirmative vote of the holders of a
majority of the Fund's outstanding shares. Investment limitations 10 through 14
may be changed by a vote of the Board at any time. The International Small
Company Fund may not:

1. Borrow money except that the Fund may (a) borrow from banks for
temporary or emergency purposes and (b) enter into reverse repurchase
agreements; provided that reverse repurchase agreements, dollar roll
transactions that are accounted for as financings and any other transactions
constituting borrowing by the Fund may not exceed 30% of the value of the Fund's
total assets at the time of such borrowing. For purposes of this restriction,
short sales and the entry into currency transactions, options, futures
contracts, options on futures contracts, forward commitment transactions and
dollar roll transactions that are not accounted for as financings (and the
segregation of assets in connection with any of the foregoing) shall not
constitute borrowing.

3. Purchase the securities of any issuer if as a result more than 5% of
the value of the Fund's total assets would be invested in the securities of such
issuer, except

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that this 5% limitation does not apply to U.S. Government Securities and except
that up to 25% of the value of the Fund's total assets may be invested without
regard to this 5% limitation.

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

8. Invest in commodities, except that the Fund may purchase and sell
futures contracts, including those relating to securities, currencies and
indices, and options on futures contracts, securities, currencies or indices,
and purchase and sell currencies on a forward commitment or delayed-delivery
basis and enter into stand-by commitments.

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

11. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow and in connection with the writing of covered put
and call options and purchase of securities on a forward commitment or
delayed-delivery basis and collateral and initial or variation margin
arrangements with respect to currency transactions, options, futures contracts,
and options on futures contracts.

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

If a percentage restriction (other than the percentage limitation set
forth in No. 1 and No. 12) is adhered to at the time of an investment, a later
increase or decrease in the percentage of assets resulting from a change in the
values of portfolio securities or in the amount of the Fund's assets will not
constitute a violation of such restriction.

Emerging Markets Fund. The investment limitations numbered 1 through 9
are Fundamental Restrictions. Investment limitations 10 through 14 may be
changed by a vote of the Board at any time. The Emerging Markets Fund may not:

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

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

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

53
<PAGE> 145

6. Make short sales of securities or maintain a short position, except
that the Fund may maintain short positions in forward currency contracts,
options, futures contracts and options on futures contracts and may enter into
short sales "against the box".

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

11. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow in connection with the purchase of securities on a
forward commitment or delayed-delivery basis and collateral and initial or
variation margin arrangements with respect to currency transactions, options,
futures contracts, and options on futures contracts.

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

54
<PAGE> 146

Global Post-Venture Capital Fund. The investment limitations numbered 1
through 9 are Fundamental Restrictions. Investment limitations 10 through 13 may
be changed by a vote of the Board at any time. The Global Post-Venture Capital
Fund may not:

55
<PAGE> 147

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

11. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow in connection with the purchase of securities on a
forward commitment or delayed-delivery basis and collateral and initial or
variation margin arrangements with respect to currency transactions, options,
futures contracts, and options on futures contracts.

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

PORTFOLIO VALUATION

The following is a description of the procedures used by the Funds in
valuing their assets.

Securities listed on a U.S. securities exchange (including securities
traded through the Nasdaq National Market System) or foreign securities exchange
or traded in an OTC market will be valued at the most recent sale as of the time
the valuation is made or, in the absence of sales, at the mean between the
highest bid and lowest asked quotations. If there are no such quotations, the
value of the securities will be taken to be the lowest bid quotation on the
exchange or market. Options and futures contracts will be valued similarly. A
security which is listed or traded on more than one exchange is valued at the
quotation on the exchange determined to be the primary market for such

56
<PAGE> 148

security. The valuation of short sales of securities, which are not traded on a
national exchange, will be at the mean of bid and asked prices. In determining
the market value of portfolio investments, the Fund may employ outside
organizations (each a "Pricing Service") which may use a matrix, formula or
other objective method that takes into consideration market indexes, matrices,
yield curves and other specific adjustments. The procedures of Pricing Services
are reviewed periodically by the officers of each Fund under the general
supervision and responsibility of the Board, which may replace a Pricing Service
at any time. Short-term obligations with maturities of 60 days or less are
valued at amortized cost, which constitutes fair value as determined by the
Board. Amortized cost involves valuing a portfolio instrument at its initial
cost and thereafter assuming a constant amortization to maturity of any discount
or premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. The amortized cost method of valuation may also be used
with respect to other debt obligations with 60 days or less remaining to
maturity. The Global Post-Venture Capital Fund's investments in Private Funds
will be valued initially at cost and, thereafter, in accordance with periodic
reports received by Abbott from the Private Funds (generally quarterly). Because
the issuers of securities held by Private Funds are generally not subject to the
reporting requirements of the federal securities laws, interim changes in the
value of investments in Private Funds will not generally be reflected in the
Fund's net asset value. However, Warburg will report to the Board of the Fund
information about certain holdings of Private Funds that, in its judgment, could
have a material impact on the valuation of a Private Fund. The Board of the Fund
will take these reports into account in valuing Private Funds.

Securities, options, futures contracts and other assets for which
market quotations are not available, including with respect to the Global
Post-Venture Capital Fund, Private Funds, will be valued at their fair value as
determined in good faith pursuant to consistently applied procedures established
by the Board. In addition, the Board or its delegates may value a security at
fair value if it determines that such security's value determined by the
methodology set forth above does not reflect its fair value.

Trading in securities in certain foreign countries is completed at
various times prior to the close of business on each business day in New York
(i.e., a day on which the New York Stock Exchange, "NYSE", is open for trading).
The NYSE is currently scheduled to be closed on New Year's Day, Dr. Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day, and on the preceding Friday
or subsequent Monday when one of these holidays falls on a Saturday or Sunday,
respectively. In addition, securities trading in a particular country or
countries may not take place on all business days in New York. Furthermore,
trading takes place in various foreign markets on days which are not business
days in New York and days on which a Fund's net asset value is not calculated.
As a result, calculation of the Fund's net asset value may not take place
contemporaneously with the determination of the prices of certain foreign
portfolio securities used in such calculation. Events affecting the values of
portfolio

57
<PAGE> 149

securities that occur between the time their prices are determined and the close
of regular trading on the NYSE will not be reflected in the Fund's calculation
of net asset value unless the Board or its delegates deems that the particular
event would materially affect net asset value, in which case an adjustment may
be made. All assets and liabilities initially expressed in foreign currency
values will be converted into U.S. dollar values at the prevailing rate as
quoted by a Pricing Service as of 12:00 noon (Eastern time). If such quotations
are not available, the rate of exchange will be determined in good faith
pursuant to consistently applied procedures established by the Board.

PORTFOLIO TRANSACTIONS

Warburg is responsible for establishing, reviewing and, where
necessary, modifying a Fund's investment program to achieve its investment
objective. Purchases and sales of newly issued portfolio securities are usually
principal transactions without brokerage commissions effected directly with the
issuer or with an underwriter acting as principal. Other purchases and sales may
be effected on a securities exchange or OTC, depending on where it appears that
the best price or execution will be obtained. The purchase price paid by a Fund
to underwriters of newly issued securities usually includes a concession paid by
the issuer to the underwriter, and purchases of securities from dealers, acting
as either principals or agents in the after market, are normally executed at a
price between the bid and asked price, which includes a dealer's mark-up or
mark-down. Transactions on U.S. stock exchanges and some foreign stock exchanges
involve the payment of negotiated brokerage commissions. On exchanges on which
commissions are negotiated, the cost of transactions may vary among different
brokers. On most foreign exchanges, commissions are generally fixed. Purchases
of Private Funds through a broker or placement agent may also involve a
commission or other fee. There is generally no stated commission in the case of
securities traded in domestic or foreign OTC markets, but the price of
securities traded in OTC markets includes an undisclosed commission or mark-up.
U.S. Government securities are generally purchased from underwriters or dealers,
although certain newly issued U.S. Government Securities may be purchased
directly from the U.S. Treasury or from the issuing agency or instrumentality.
No brokerage commissions are typically paid on purchases and sales of U.S.
Government Securities.

Except for Private Funds managed by Abbott (with respect to the Global
Post-Venture Capital Fund), Warburg will select specific portfolio investments
and effect transactions for a Fund and in doing so seeks to obtain the overall
best execution of portfolio transactions. In evaluating prices and executions,
Warburg will consider the factors it deems relevant, which may include the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of a broker or dealer and the reasonableness
of the commission, if any, for the specific transaction and on a continuing
basis.

Warburg may, in its discretion, effect transactions in portfolio
securities with dealers who provide brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to a
Fund and/or other accounts over which Warburg exercises investment discretion.
Warburg may place portfolio

58
<PAGE> 150

transactions with a broker or dealer with whom it has negotiated a commission
that is in excess of the commission another broker or dealer would have charged
for effecting the transaction if Warburg determines in good faith that such
amount of commission was reasonable in relation to the value of such brokerage
and research services provided by such broker or dealer viewed in terms of
either that particular transaction or of the overall responsibilities of
Warburg. Research and other services received may be useful to Warburg in
serving both a Fund and its other clients and, conversely, research or other
services obtained by the placement of business of other clients may be useful to
Warburg in carrying out its obligations to the Fund. Research may include
furnishing advice, either directly or through publications or writings, as to
the value of securities, the advisability of purchasing or selling specific
securities and the availability of securities or purchasers or sellers of
securities; furnishing seminars, information, analyses and reports concerning
issuers, industries, securities, trading markets and methods, legislative
developments, changes in accounting practices, economic factors and trends and
portfolio strategy; access to research analysts, corporate management personnel,
industry experts, economists and government officials; comparative performance
evaluation and technical measurement services and quotation services; and
products and other services (such as third party publications, reports and
analyses, and computer and electronic access, equipment, software, information
and accessories that deliver, process or otherwise utilize information,
including the research described above) that assist Warburg in carrying out its
responsibilities. Research received from brokers or dealers is supplemental to
Warburg's own research program. For the fiscal year ended October 31, 1998,
$____, $____, $____, $____ and $____ of total brokerage commissions was paid by
the Major Foreign Markets Fund, the International Equity Fund, the International
Small Company Fund, the Emerging Markets Fund and the Global Post-Venture
Capital Fund, respectively, to brokers and dealers who provided such research
and other services.

The following table details amounts paid by each Fund in commissions to
broker-dealers for execution of portfolio transactions during the indicated
fiscal years or periods ended October 31.

<TABLE>
<CAPTION>
FUND 1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Major Foreign Markets Fund N/A $19,273**
International Equity Fund $8,400,700 $12,784,100*
International Small Company Fund N/A N/A
Emerging Markets Fund $1,416,683 $2,287,575*
Global Post-Venture Capital Fund $3,819 $15,386***
</TABLE>

* The increase in brokerage commissions paid by the Emerging Markets and
International Equity Funds in 1997 was a result of sharp increases in
the volume of share-related activity as the Funds experienced large
inflows or outflows of capital, as the case may be.

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<PAGE> 151

** During the period March 31, 1997 (commencement of operations) through
October 31, 1997; commissions paid by the Warburg, Pincus Institutional
Fund, Inc. on behalf of the Managed EAFE(R) Countries Portfolio.

*** The increase in commissions payments in the 1996 and 1997 fiscal years
was attributable to the increased size of the Fund and increased equity
investments.

The table below shows the amount of outstanding repurchase agreements
that each Fund had, as of October 31, 1998, with State Street Bank & Co., one of
the regular broker-dealers of each Fund.

- -------------------------------------------------------- -----------------------
Major Foreign Markets Fund $
- -------------------------------------------------------- -----------------------
International Equity Fund $
- -------------------------------------------------------- -----------------------
International Small Company Fund $
- -------------------------------------------------------- -----------------------
Emerging Markets Fund $
- -------------------------------------------------------- -----------------------
Global Post-Venture Capital Fund $
- -------------------------------------------------------- -----------------------

Investment decisions for a Fund concerning specific portfolio
securities are made independently from those for other clients advised by
Warburg or, in the case of the Global Post-Venture Capital Fund, Abbott. Such
other investment clients may invest in the same securities as the Fund. When
purchases or sales of the same security are made at substantially the same time
on behalf of such other clients, transactions are averaged as to price and
available investments allocated as to amount, in a manner which Warburg or
Abbott, as the case may be, believes to be equitable to each client, including
the Funds. In some instances, this investment procedure may adversely affect the
price paid or received by the Fund or the size of the position obtained or sold
for the Fund. To the extent permitted by law, Warburg may aggregate the
securities to be sold or purchased for the Fund with those to be sold or
purchased for such other investment clients in order to obtain best execution.

Any portfolio transaction for a Fund may be executed through
Counsellors Securities Inc., the Fund's distributor and a wholly-owned
subsidiary of Warburg ("Counsellors Securities"), if, in Warburg's judgment, the
use of Counsellors Securities is likely to result in price and execution at
least as favorable as those of other qualified brokers, and if, in the
transaction, Counsellors Securities charges the Fund a commission rate
consistent with those charged by Counsellors Securities to comparable
unaffiliated customers in similar transactions. All transactions with affiliated
brokers will comply with Rule 17e-1 under the 1940 Act. No portfolio
transactions have been executed through Counsellors Securities since the
commencement of each Fund's operations.

In no instance will portfolio securities be purchased from or sold to
Warburg, Abbott (in the case of the Global Post-Venture Capital Fund) or
Counsellors Securities or any affiliated person of such companies. In addition,
a Fund will not give preference to any institutions with whom the Fund enters
into distribution or shareholder servicing agreements concerning the provision
of distribution services or support services.

60
<PAGE> 152

Transactions for a Fund may be effected on foreign securities
exchanges. In transactions for securities not actively traded on a foreign
securities exchange, the Fund will deal directly with the dealers who make a
market in the securities involved, except in those circumstances where better
prices and execution are available elsewhere. Such dealers usually are acting as
principal for their own account. On occasion, securities may be purchased
directly from the issuer. Such portfolio securities are generally traded on a
net basis and do not normally involve brokerage commissions. Securities firms
may receive brokerage commissions on certain portfolio transactions, including
options, futures and options on futures transactions and the purchase and sale
of underlying securities upon exercise of options.

A Fund may participate, if and when practicable, in bidding for the
purchase of securities for the Fund's portfolio directly from an issuer in order
to take advantage of the lower purchase price available to members of such a
group. The Fund will engage in this practice, however, only when Warburg, in its
sole discretion, believes such practice to be otherwise in the Fund's interest.

PORTFOLIO TURNOVER

The Funds do not intend to seek profits through short-term trading, but
the rate of turnover will not be a limiting factor when the Fund deems it
desirable to sell or purchase securities. A Fund's portfolio turnover rate is
calculated by dividing the lesser of purchases or sales of its portfolio
securities for the year by the monthly average value of the portfolio
securities. Securities with remaining maturities of one year or less at the date
of acquisition are excluded from the calculation.

Certain practices that may be employed by a Fund could result in high
portfolio turnover. For example, options on securities may be sold in
anticipation of a decline in the price of the underlying security (market
decline) or purchased in anticipation of a rise in the price of the underlying
security (market rise) and later sold. To the extent that its portfolio is
traded for the short-term, a Fund will be engaged essentially in trading
activities based on short-term considerations affecting the value of an issuer's
stock instead of long-term investments based on fundamental valuation of
securities. Because of this policy, portfolio securities may be sold without
regard to the length of time for which they have been held.

It is not possible to predict the Funds' portfolio turnover rates. High
portfolio turnover rates (100% or more) may result in dealer markups or
underwriting commissions as well as other transaction costs, including
correspondingly higher brokerage commissions. In addition, short-term gains
realized from portfolio turnover may be taxable to shareholders as ordinary
income.

61
<PAGE> 153
MANAGEMENT OF THE FUNDS

Officers and Board of Directors

The business and affairs of each Fund are managed by the Board of
Directors in accordance with the laws of the State of Maryland. Each Board
elects officers who are responsible for the day-to-day operations of a Fund and
who execute policies authorized by the Board. Under each Fund's Charter, a Board
may classify or reclassify any unissued shares of the Funds into one or more
additional classes by setting or changing in any one or more respects their
relative rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption. A Board may similarly
classify or reclassify any class of its shares into one or more series and,
without shareholder approval, may increase the number of authorized shares of
the Funds.

The names (and ages) of each Fund's Directors and officers, their
addresses, present positions and principal occupations during the past five
years and other affiliations are set forth below.

Richard N. Cooper* (64) Director
Harvard University Professor at Harvard University;
1737 Cambridge Street National Intelligence Counsel from June 1995 until
Cambridge, MA 02138 January 1997; Director or Trustee of Circuit City
Stores, Inc. (retail electronics and appliances) and
Phoenix Home Mutual Life Insurance Company;
Director/Trustee of other investment companies
advised by Warburg.

Jack W. Fritz (71) Director
2425 North Fish Creek Road Private investor; Consultant and Director of Fritz
P.O. Box 483 Broadcasting, Inc. and Fritz Communications
Wilson, Wyoming 83014 (developers and operators of radio stations);
Director of Advo, Inc. (direct mail advertising);
Director/Trustee of other investment companies
advised by Warburg.

62
<PAGE> 154

John L. Furth* (68) Chairman of the Board
466 Lexington Avenue Chief Executive Officer and Director of
New York, New York 10017-3147 Warburg; Associated with Warburg since 1970;
Chairman of the Board and officer of other
investment companies advised by Warburg;
Director/Trustee of other investment
companies advised by Warburg.

Jeffrey E. Garten (52) Director
Box 208200 Dean of Yale School of Management and
New Haven, Connecticut 06520-8200 William S. Beinecke Professor in the
Practice of International Trade and Finance;
Undersecretary of Commerce for International
Trade from November 1993 to October 1995;
Professor at Columbia University from
September 1992 to November 1993;
Director/Trustee of other investment
companies advised by Warburg.

Thomas A. Melfe (67) Director
1251 Avenue of the Americas Partner in the law firm Piper & Marbury,
29th Floor L.L.P.; Partner in the law firm of Donovan
New York, New York 10020-1104 Leisure Newton & Irvine from April 1984 to
April 1998; Chairman of the Board, Municipal
Fund for New York Investors, Inc.;
Director/Trustee of other investment
companies advised by Warburg.

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

63
<PAGE> 155

Alexander B. Trowbridge (69) Director
1317 F Street, N.W., 5th Floor President of Trowbridge Partners, Inc.
Washington, DC 20004 (business consulting) from January 1990 to
November 1996; Director or Trustee of New
England Mutual Life Insurance Co., ICOS
Corporation (biopharmaceuticals), Waste
Management, Inc. (solid and hazardous waste
collection and disposal), IRI International
(energy services), The Rouse Company (real
estate development), Harris Corp.
(electronics and communications equipment),
The Gillette Co. (personal care products)
and Sun Company Inc. (petroleum refining and
marketing); Director/Trustee of other
investment companies advised by Warburg.

Arnold M. Reichman* (50) Director
466 Lexington Avenue Managing Director; Chief Operating Officer
New York, New York 10017-3147 and Assistant Secretary of Warburg;
Associated with Warburg since 1984;
Officer of Counsellors Securities;
Director/Trustee of other investment
companies advised by Warburg.

Eugene L. Podsiadlo (42) President
466 Lexington Avenue Managing Director of Warburg; Associated
New York, New York 10017-3147 with Warburg since 1991; Officer of
Counsellors Securities and of other
investment companies advised by Warburg.

Stephen Distler (45) Vice President
466 Lexington Avenue Managing Director of Warburg, Associated
New York, New York 10017-3147 with Warburg since 1984; Officer of
Counsellors Securities and of other
investment companies advised by Warburg.

Janna Manes, Esq. (31) Vice President and Secretary
466 Lexington Avenue Vice President of Warburg; Associated with
New York, New York 10017-3147 Warburg since 1996; Associated with the law
firm of Willkie Farr & Gallagher from 1993
to 1996; Officer of other investment
companies advised by Warburg.

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

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<PAGE> 156

Howard Conroy, CPA (45) Vice President and Chief Financial Officer
466 Lexington Avenue Vice President of Warburg; Associated with
New York, New York 10017-3147 Warburg since 1992; Officer of other
investment companies advised by Warburg.

Daniel S. Madden, CPA (33) Treasurer and Chief Accounting Officer
466 Lexington Avenue Vice President of Warburg; Associated with
New York, New York 10017-3147 Warburg since 1995; Associated with
BlackRock Financial Management, Inc.
from September 1994 to October 1996;
Associated with BEA Associates from
April 1993 to September 1994; Associated
with Ernst & Young LLP from 1990 to 1993;
Officer of other investment companies
advised by Warburg.

No employee of Warburg or PFPC Inc., each Funds' co-administrator
("PFPC"), or any of their affiliates receives any compensation from the Fund for
acting as an officer or director of the Fund. Each Director who is not a
director, trustee, officer or employee of Warburg, PFPC or any of their
affiliates receives an annual fee of $500 ($1,000 for the International Equity
Fund), and $250 for each meeting of the Board attended by him for his services
as Director and is reimbursed for expenses incurred in connection with his
attendance at Board meetings.

Directors' Total Compensation
(for the fiscal period ended October 31, 1998);

<TABLE>
<CAPTION>
- -------------------------- ------------- ------------- ------------- ------------- -------------
INTERNATIONAL MAJOR GLOBAL
EMERGING INTERNATIONAL SMALL FOREIGN POST-VENTURE
NAME OF DIRECTOR/TRUSTEE MARKETS FUND EQUITY FUND COMPANY FUND MARKETS FUND CAPITAL FUND
- -------------------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
John L. Furth** None None None None None
- -------------------------- ------------- ------------- ------------- ------------- -------------
Arnold M. Reichman** None None None None None
- -------------------------- ------------- ------------- ------------- ------------- -------------
Richard N. Cooper [ ] [ ] [ ] [ ] [ ]
- -------------------------- ------------- ------------- ------------- ------------- -------------
Donald J. Donahue*** [ ] [ ] [ ] [ ] [ ]
- -------------------------- ------------- ------------- ------------- ------------- -------------
Jack W. Fritz [ ] [ ] [ ] [ ] [ ]
- -------------------------- ------------- ------------- ------------- ------------- -------------
Jeffrey E. Garten N/A N/A N/A N/A N/A
- -------------------------- ------------- ------------- ------------- ------------- -------------
Thomas A. Melfe* [ ] [ ] [ ] [ ] [ ]
- -------------------------- ------------- ------------- ------------- ------------- -------------
Alexander B. Trowbridge [ ] [ ] [ ] [ ] [ ]
- -------------------------- ------------- ------------- ------------- ------------- -------------
</TABLE>

* Each Director/Trustee serves as a Director or Trustee of [24]
investment companies advised by Warburg, except for Mr. Melfe, who also
serves as a Director/Trustee of [23] investment companies advised by
Warburg.

** Mr. Furth and Mr. Reichman receive compensation as affiliates of
Warburg, and, accordingly, receive no compensation from any Fund or any
other investment company advised by Warburg.

65
<PAGE> 157

Mr. Donahue resigned as a Director/Trustee of each Fund effective February
6, 1998.

As of January 29, 1999, Directors or officers of the Funds as a group
owned less than 1% of the outstanding shares of each Fund. As of that date, the
following shareholders beneficially owned 5% or more of each Fund's outstanding
shares.

<TABLE>
<CAPTION>
Common Shares Advisor Shares

<S> <C> <C>
Major Foreign Markets Fund

International Equity Fund

International Small Company Fund

Emerging Markets Fund

Global Post-Venture Capital Fund
</TABLE>

Mr. Lionel I. Pincus, Chief Executive Officer of Warburg, may be
deemed to have beneficially owned [ ]% and [ ]% of the outstanding shares of the
[ ] and [ ] Fund, respectively, including shares owned by clients for which
Warburg has investment discretion and by companies that Warburg may be deemed to
control. Mr. Pincus disclaims ownership of these shares and does not intend to
exercise voting rights with respect to these shares.

Portfolio Managers of the Funds

Major Foreign Markets Fund.

Mr. Richard H. King, Co-Portfolio Manager of the Major Foreign
Markets Fund, earned a B.A. degree from Durham University in England. From 1968
to 1982, he worked at W.I. Carr Sons & Company (Overseas), a leading
international brokerage firm. He resided in the Far East as an investment
analyst from 1970 to 1977, became director, and later relocated to the U.S.
where he became founder and president of W.I. Carr (America), based in New York.
From 1982 to 1984, Mr. King was a director in charge of the Far East equity
investments at N.M. Rothschild International Asset Management, a London merchant
bank. In 1984, Mr. King became chief investment officer and director for all
international investment strategy with Fiduciary Trust Company International
S.A., in London. He managed EAFE mutual fund (FTIT) from 1985 to 1986, which
grew from $3 million to over $100 million during this two-year period.

Mr. P. Nicholas Edwards is Co-Portfolio Manager of the Major
Foreign Markets Fund. Prior to joining Warburg in August 1995, Mr. Edwards
was a director at

66
<PAGE> 158

Jardine Fleming Investment Advisers, Tokyo from 1984 to 1995. Mr. Edwards earned
M.A. degrees from Oxford University and Hiroshima University in Japan.

Mr. Harold W. Ehrlich is Co-Portfolio Manager of the Major
Foreign Markets Fund. Prior to joining Warburg in February 1995, Mr. Ehrlich
was a senior vice president, portfolio manager and analyst at Templeton
Investment Counsel Inc. from 1987 to 1995. He was a research analyst and
assistant portfolio manager at Fundamental Management Corporation from 1985
to 1986, and a research analyst at First Equity Corporation of Florida from
1983 to 1985. Mr. Ehrlich earned a B.S.B.A. degree from the University of
Florida and earned his Chartered Financial Analyst designation in 1990.

Mr. Vincent J. McBride is an Associate Portfolio Manager of the
Major Foreign Markets Fund. Prior to joining Warburg in 1994, Mr. McBride
was an international equity analyst at Smith Barney Inc. from 1993 to 1994,
and at General Electric Investment Corp. from 1992 to 1993. He was also a
portfolio manager/analyst at United Jersey Bank from 1989 to 1992 and a
portfolio manager at First Fidelity Bank from 1987 to 1989. Mr. McBride
earned a B.S. degree from the University of Delaware and an M.B.A. degree
from Rutgers University.

Ms. Nancy Nierman is an Associate Portfolio Manager of the Major
Foreign Markets Fund, is a Vice President of Warburg and is a European equity
analyst there. She has been with Warburg since April 1996, before which time she
was a vice president at Fiduciary Trust Company International from 1990 to 1996
and an international equity trader at TIAA-CREF from 1985 to 1990. She received
her B.B.A. degree from Baruch College in 1985.

Mr. J.H. Cullum Clark, CFA, is an Associate Portfolio Manager of
the Major Foreign Markets Fund. Mr. Clark is a Vice President of Warburg and
is an analyst at Warburg. Prior to joining Warburg, Mr. Clark was an analyst
and portfolio manager at Brown Brothers Harriman from 1993 to 1996 and a
research assistant at the U.S. Senate Select Committee on Intelligence from
1992 to 1993. Mr. Clark received an A.M. degree from Harvard University and
a B.A. degree from Yale University. Mr. Clark also studied at the Stanford
Inter-University Center for Japanese Language Studies in 1990.

International Small Company Fund.

Mr. Harold E. Sharon has been Portfolio Manager of the
International Small Company Fund since the Fund's inception. Mr. Sharon has
been with Warburg since 1998. Prior to joining Warburg, Mr. Sharon was an
executive director and portfolio manager at CIBC Oppenheimer from 1994-1998.
Mr. Sharon was previously a Vice President and Portfolio Manager at Warburg
from 1990-1994. Mr. Sharon earned a B.S. Degree with honors from the
University of Rochester and an M.S. degree in Management from the Sloan
School of Management, M.I.T.

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<PAGE> 159

Mr. J.H. Cullum Clark is a CFA and has been Associate Portfolio
Manager of the International Small Company Fund since the Fund's inception
(see biography above).

International Equity Fund and Emerging Markets Fund.

Mr. Richard H. King is Portfolio Manager of the International
Equity Fund and Co-Portfolio Manager of the Emerging Markets Fund (see
biography above).

Mr. Vincent J. McBride is Co-Portfolio Manager of the
International Equity Fund and the Emerging Markets Fund (see biography above).

Mr. Harold W. Ehrlich is Co-Portfolio Manager of the
International Equity Fund (see biography above).

Mr. P. Nicholas Edwards is Co-Portfolio Manager of the
International Equity Fund (see biography above).

Mr. Morid Kamshad is an Associate Portfolio Manager of the Emerging
Markets Fund. Prior to joining Warburg in 1997, he was a senior investment
manager with Pictet Asset Management from 1995 to 1997. Mr. Morid was also an
investment analyst with HSBC Asset Management from 1994 to 1995 and a business
development manager with Air Products and Chemicals - France from 19__ to 1994.

Mr. Jun Sung Kim is an Associate Portfolio Manager of the Emerging
Markets Fund. Prior to joining Warburg in 1997, he was an investment manager
with Asset Korea Ltd., Seoul from 1994 to 1995. He was also an assistant
investment manager with Koeneman Capital Management, Singapore from 19__ to
1994.

Mr. Frederico D. Laffan is an Associate Portfolio Manager of the
Emerging Markets Fund. Prior to joining Warburg in 1997, he was a senior manager
and partner with Green Cay Asset Management from 1996 to 1997 and a senior
portfolio manager and director with Foreign & Colonial Emerging Markets, London
from 19__ to 19__.

Global Post-Venture Capital Fund.

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

Mr. Steven J. Lurito is Co-Portfolio Manager of the Global
Post-Venture Capital Fund and has been with Warburg since 1987.

68
<PAGE> 160

Mr. Harold E. Sharon is Co-Portfolio Manager of the Global
Post-Venture Capital Fund (see biography above).

Raymond L. Held and Thaddeus I. Gray, Investment Managers and
Managing Directors of Abbott, manage the Global Post-Venture Capital Fund's
investments in Private Funds. Abbott also acts as sub-investment adviser for
other Warburg Pincus Funds. Prior to co-founding a predecessor of Abbott in
1986, Mr. Held had been an investment analyst and portfolio manager at
Manufacturers Hanover Investment Corporation since 1970, before which time he
had been a security analyst with Weis, Voisin, Cannon, Inc., L.M. Rosenthal &
Co., Shearson, Hammill & Co. and Standard & Poor's Corporation. Mr. Held
earned an M.B.A. from New York University, an M.A. from Columbia University
and a B.A. from Queens College. Prior to joining a predecessor of Abbott in
1989, Mr. Gray served as an assistant vice president at Commerzbank Capital
Markets Corporation and as an associate with Credit Commercial de France in
Paris in the Corporate Finance Department. Mr. Gray received his B.A. in
History from the University of Pennsylvania and his M.B.A. in Finance from
New York University. He is also a Chartered Financial Analyst.

Investment Advisers and Co-Administrators

Warburg, located at 466 Lexington Avenue, New York, New York
10017-3147, serves as investment adviser to each Fund pursuant to a written
agreement (the "Advisory Agreement"). Abbott, located at 50 Rowes Wharf, Suite
240, Boston, Massachusetts 02110-3328, serves as sub-investment adviser to the
Global Post-Venture Capital Fund pursuant to a written agreement. Warburg,
subject to the control of each Fund's officers and Board of Directors, manages
the investment and reinvestment of the Funds' assets in accordance with each
Fund's investment objective and stated investment policies and with respect to
the Global Post-Venture Capital Fund, supervises the activities of Abbott.
Warburg also employs a support staff of management personnel to provide services
to the Funds and furnishes each Fund with office space, furnishings and
equipment. Warburg is indirectly controlled by Warburg, Pincus & Co. ("WP&Co."),
which has no business other than being a holding company of Warburg and its
affiliates. Lionel I. Pincus, the managing partner of WP& Co., may be deemed to
control both WP&Co. and Warburg.

Abbott, in accordance with the investment objective and policies of
the Global Post-Venture Capital Fund, makes investment decisions for the Fund
regarding investments in Private Funds, effects transactions in interests in
Private Funds on behalf of the Fund and assists in administrative functions
relating to investments in Private Funds. Abbott is an independent specialized
investment firm with assets under management of approximately $2.3 billion.
Abbott is a registered investment adviser which concentrates on venture capital,
buyout and special situations partnership investments. Abbott's management team
provides full-service private equity programs to clients. The predecessor firm
to Abbott was organized in 1986 as a Delaware limited partnership and converted
to a Delaware limited liability company effective July 1, 1997.

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<PAGE> 161

Counsellors Funds Service, Inc. ("Counsellors Service"), a wholly
owned subsidiary of Warburg, and PFPC Inc. ("PFPC"), an indirect, wholly owned
subsidiary of PNC Bank, serve as co-administrators to each Fund pursuant to
separate written agreements. Counsellors Service provides shareholder liaison
services to each Fund including responding to shareholder inquiries and
providing information on shareholder investments. Counsellors Service also
performs a variety of other services, including furnishing certain executive and
administrative services, acting as liaison between the Funds and their various
service providers, furnishing certain corporate secretarial services, which
include preparing materials for meetings of the Board, assisting with proxy
statements and annual and semiannual reports, assisting in the preparation of
tax returns and monitoring and developing certain compliance procedures for the
Funds. As compensation, the Common Shares of each Fund pay Counsellors Service a
fee calculated at an annual rate of .10% of the Common Shares' average daily net
assets.

PFPC calculates each Fund's net asset value, provides all accounting
services for each Fund and assists in related aspects of each Fund's operations.
As compensation, each Fund pays PFPC a fee calculated at an annual rate of .12%
of a Fund's first $250 million in average daily net assets, .10% of the next
$250 million in average daily net assets, .08% of the next $250 million in
average daily net assets, and .05% of average daily net assets over $750
million, subject in each case to a minimum annual fee and exclusive of
out-of-pocket expenses.

Each class of shares of a Fund bears its proportionate share of fees
payable to Warburg, Counsellors Service and PFPC in the proportion that its
assets bear to the aggregate assets of the Fund at the time of calculation.
These fees are calculated at an annual rate based on a percentage of a Fund's
average daily net assets. Each Fund's co-administrators may voluntarily waive a
portion of their fees from time to time and temporarily limit the expenses to be
borne by a Fund.

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<PAGE> 162

For the fiscal years ended October 31, 1996, October 31, 1997 and
October 31, 1998 during which a Fund had investment operations, investment
advisory fees earned by Warburg, waivers and net advisory fees for each Fund
were as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
YEAR/ PERIOD
ENDED GROSS NET
FUND ADVISORY FEE WAIVER ADVISORY FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Major Foreign Markets October 31, 1997* $12,662 $12,662 0
Fund
---------------------------------------------------------------------
(commenced operations on October 31, 1998
10/24/97)
- ------------------------------------------------------------------------------------------------
International Equity Fund October 31, 1996 $30,605,750 None $30,605,750

---------------------------------------------------------------------
October 31, 1997 $33,440,864 None $33,440,864

---------------------------------------------------------------------
October 31, 1998

- ------------------------------------------------------------------------------------------------
International Small October 31, 1998
Company Fund (commenced
operations on 4/2/98)
- ------------------------------------------------------------------------------------------------
Emerging Markets Fund October 31, 1996 $1,789,738 $1,031,252 $758,486

---------------------------------------------------------------------
October 31, 1997 $3,124,684 $1,146,495 $1,978,189

---------------------------------------------------------------------
October 31, 1998

- ------------------------------------------------------------------------------------------------
Global Post-Venture October 31, 1996 $2,470 $2,470 0
Capital Fund (commenced
operations on 9/30/96)
---------------------------------------------------------------------
October 31, 1997 $49,452 $49,452 0

---------------------------------------------------------------------
October 31, 1998

- ------------------------------------------------------------------------------------------------
</TABLE>

PFPC and Counsellors Service earned the following amounts in
co-administration fees (portions of fees waived, if any, noted in parenthesis).

<TABLE>
<CAPTION>
--------------------------------------- ---------------------- ---------------------------- ---------------------------
FUND YEAR PFPC COUNSELLORS SERVICE
--------------------------------------- ---------------------- ---------------------------- ---------------------------
<S> <C> <C> <C>
Major Foreign Markets Fund October 31, 1997* $1,899 ($1,899) $1,583 ($1,583)
---------------------- ---------------------------- ---------------------------
(commenced operations on 10/24/97) October 31, 1998
--------------------------------------- ---------------------- ---------------------------- ---------------------------
International Equity Fund October 31, 1996 $1,905,288 $3,060,575
---------------------- ---------------------------- ---------------------------
October 31, 1997 $2,047,043 $3,344,086
---------------------- ---------------------------- ---------------------------
October 31, 1998
--------------------------------------- ---------------------- ---------------------------- ---------------------------
International Small Company Fund October 31, 1998
(commenced operations on 4/2/98)
--------------------------------------- ---------------------- ---------------------------- ---------------------------
Emerging Markets Fund October 31, 1996 $171,815 ($71,109) $143,179
---------------------- ---------------------------- ---------------------------
October 31, 1997 $297,624 $249,975
---------------------- ---------------------------- ---------------------------
October 31, 1998
--------------------------------------- ---------------------- ---------------------------- ---------------------------
Global Post-Venture Capital Fund October 31, 1996 $237 ($237) $198
(commenced operations on 9/30/96)
--------------------------------------- ---------------------- ---------------------------- ---------------------------
October 31, 1997 $4,747 ($4,747) $3,956
---------------------- ---------------------------- ---------------------------
October 31, 1998
--------------------------------------- ---------------------- ---------------------------- ---------------------------
</TABLE>

- --------

* With respect to the Managed EAFE(R) Countries Portfolio of the Warburg,
Pincus Institutional Fund, Inc. during the fiscal period from March 31,
1997 (commencement of operations) to October 31, 1997.

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<PAGE> 163

Custodians and Transfer Agent

PNC Bank, National Association ("PNC") and State Street Bank and
Trust Company serve as custodians of each Funds' U.S. and non-U.S. assets,
respectively, pursuant to separate custodian agreements (the "Custodian
Agreements"). Under the Custodian Agreements, PNC and State Street each (i)
maintains a separate account or accounts in the name of the Fund, (ii) holds and
transfers portfolio securities on account of the Fund, (iii) makes receipts and
disbursements of money on behalf of the Fund, (iv) collects and receives all
income and other payments and distributions for the account of the Fund's
portfolio securities held by it and (v) makes periodic reports to the Board
concerning the Fund's custodial arrangements. PNC may delegate its duties under
its Custodian Agreement with the Fund to a wholly owned direct or indirect
subsidiary of PNC or PNC Bank Corp. upon notice to the Fund and upon the
satisfaction of certain other conditions. With the approval of the Board, State
Street is authorized to select one or more foreign banking institutions and
foreign securities depositories to serve as sub-custodian on behalf of the Fund.
PNC is an indirect, wholly owned subsidiary of PNC Bank Corp. and its principal
business address is Broad and Chestnut Streets, Philadelphia, Pennsylvania
19101. The principal business address of State Street is 225 Franklin Street,
Boston, Massachusetts 02110.

State Street also acts as the shareholder servicing, transfer and
dividend disbursing agent of each Fund pursuant to a Transfer Agency and Service
Agreement, under which State Street (i) issues and redeems shares of the Fund,
(ii) addresses and mails all communications by the Fund to record owners of Fund
shares, including reports to shareholders, dividend and distribution notices and
proxy material for its meetings of shareholders, (iii) maintains shareholder
accounts and, if requested, sub-accounts and (iv) makes periodic reports to the
Board concerning the transfer agent's operations with respect to the Fund. State
Street has delegated to Boston Financial Data Services, Inc., an affiliate of
State Street ("BFDS"), responsibility for most shareholder servicing functions.
BFDS's principal business address is 2 Heritage Drive, Boston, Massachusetts
02171.

Organization of the Funds

The Major Foreign Markets Fund was incorporated on October 24, 1997
under the laws of the State of Maryland under the name "Warburg, Pincus Managed
EAFE Countries Fund, Inc." On December 22, 1997, the Fund acquired all of the
assets and liabilities of the Managed EAFE(R) Countries Portfolio of Warburg,
Pincus Institutional Fund, Inc. On February 9, 1998, the Fund changed its name
to "Warburg, Pincus Major Foreign Markets Fund, Inc." The International Equity
Fund was

72
<PAGE> 164

incorporated on February 9, 1989 under the laws of the State of Maryland under
the name "Counsellors International Equity Fund, Inc." On October 27, 1995, the
Fund amended its Charter to change its name to "Warburg, Pincus International
Equity Fund, Inc." The International Small Company Fund was incorporated on
April 2, 1998 under the laws of the State of Maryland under the name "Warburg,
Pincus International Small Company Fund, Inc." The Emerging Markets Fund was
incorporated on December 23, 1993 under the laws of the State of Maryland under
the name "Warburg, Pincus Emerging Markets Fund, Inc." The Global Post-Venture
Capital Fund was incorporated on July 16, 1996 under the laws of the State of
Maryland under the name "Warburg, Pincus Global Post-Venture Capital Fund, Inc."

Each Fund (with the exception of the Major Foreign Markets Fund, the
International Small Company Fund and the Global Post-Venture Capital Fund)
currently offers two classes of shares, Common Shares and Advisor Shares. Unless
otherwise indicated, references to a "Fund" apply to each class of shares of
that Fund.

With the exception of the Emerging Markets Fund which is
non-diversified, each Fund is a diversified, open-end investment management
company.

Each Fund's charter authorizes the Board to issue three billion full
and fractional shares of common stock, $.001 par value per share, of which one
billion shares are designated "Common Shares" and two billion shares are
designated "Advisor Shares". The Major Foreign Markets Fund, the International
Small Fund and Global Post-Venture Capital Fund currently offer only Common
Shares.

All shareholders of the Fund in each class, upon liquidation, will
participate ratably in the Fund's net assets. Shares do not have cumulative
voting rights, which means that holders of more than 50% of the shares voting
for the election of Directors can elect all Directors. Shares are transferable
but have no preemptive, conversion or subscription rights.

Investors in a Fund are entitled to one vote for each full share
held and fractional votes for fractional shares held. Shareholders of a Fund
will vote in the aggregate except where otherwise required by law and except
that each class will vote separately on certain matters pertaining to its
distribution and shareholder servicing arrangements. There will normally be no
meetings of investors for the purpose of electing members of the governing Board
unless and until such time as less than a majority of the members holding office
have been elected by investors. Any Director of a Fund may be removed from
office upon the vote of shareholders holding at least a majority of the relevant
Fund's outstanding shares, at a meeting called for that purpose. A meeting will
be called for the purpose of voting on the removal of a Board member at the
written request of holders of 10% of the outstanding shares of a Fund.

Distribution and Shareholder Servicing

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<PAGE> 165

Counsellors Securities, 466 Lexington Avenue, New York, New York
10017-3147, acts as distributor to each of the Funds and is a wholly-owned
subsidiary of Warburg.

Common Shares. With the exception of the International Equity Fund,
each Fund has entered into a Shareholder Servicing and Distribution Plan (the
"12b-1 Plan"), pursuant to Rule 12b-1 under the 1940 Act, pursuant to which the
Fund will pay Counsellors Securities, in consideration for Services (as defined
below), a fee calculated at an annual rate of .25% of the average daily net
assets of the Common Shares of the Fund. Services performed by Counsellors
Securities include (i) the sale of the Common Shares, as set forth in the 12b-1
Plan ("Selling Services"), (ii) ongoing servicing and/or maintenance of the
accounts of Common Shareholders of the Fund, as set forth in the 12b-1 Plan
("Shareholder Services"), and (iii) sub-transfer agency services, subaccounting
services or administrative services related to the sale of the Common Shares, as
set forth in the 12b-1 Plan ("Administrative Services" and collectively with
Selling Services and Administrative Services, "Services") including, without
limitation, (a) payments reflecting an allocation of overhead and other office
expenses of Counsellors Securities related to providing Services; (b) payments
made to, and reimbursement of expenses of, persons who provide support services
in connection with the distribution of the Common Shares including, but not
limited to, office space and equipment, telephone facilities, answering routine
inquiries regarding the Fund, and providing any other Shareholder Services; (c)
payments made to compensate selected dealers or other authorized persons for
providing any Services; (d) costs relating to the formulation and implementation
of marketing and promotional activities for the Common Shares, including, but
not limited to, direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising, and related travel and entertainment
expenses; (e) costs of printing and distributing prospectuses, statements of
additional information and reports of the Fund to prospective shareholders of
the Fund; and (f) costs involved in obtaining whatever information, analyses and
reports with respect to marketing and promotional activities that the Fund may,
from time to time, deem advisable.

Pursuant to the 12b-1 Plan, Counsellors Securities provides the
Board with periodic reports of amounts expended under the 12b-1 Plan and the
purpose for which the expenditures were made.

For the period or year ended October 31, 1998, the Funds' Common
Shares paid the following amounts pursuant to the 12b-1 Plan, all of which was
spent on advertising, marketing communications and public relations.

<TABLE>
<CAPTION>
- ------------------------------------------------
FUND PAYMENT
- ------------------------------------------------
<S> <C>
Major Foreign Markets Fund $
- ------------------------------------------------
International Small Company Fund $
- ------------------------------------------------
Emerging Markets Fund $
- ------------------------------------------------
Global Post-Venture Capital Fund $
- ------------------------------------------------
</TABLE>

74
<PAGE> 166

Certain financial-services firms may receive service fees from the
Distributor, the Adviser or their affiliates for providing recordkeeping or
other services in connection with investments in the Funds. Financial-services
firms may also be reimbursed for marketing costs. The service fee may be up to
0.35% per year (0.40% for certain retirement plan programs) of the value of Fund
accounts maintained by the firm. The Funds may reimburse part of the service fee
at rates they would normally pay to the transfer agent for providing the
services.

Advisor Shares. The Funds may, enter into agreements ("Agreements")
with institutional shareholders of record, broker-dealers, financial
institutions, depository institutions, retirement plans and financial
intermediaries ("Institutions") to provide certain distribution, shareholder
servicing, administrative and/or accounting services for their clients or
customers (or participants in the case of retirement plans) ("Customers") who
are beneficial owners of Advisor Shares. Agreements will be governed by a
distribution plan (the "Distribution Plan") pursuant to Rule 12b-1 under the
1940 Act, pursuant to which the Fund will pay in consideration for services, a
fee calculated at an annual rate of .50% of the average daily net assets of the
Advisor Shares of the Fund. The Distribution Plan requires the Board, at least
quarterly, to receive and review written reports of amounts expended under the
Distribution Plan and the purposes for which such expenditures were made. The
Funds' Advisor Shares paid Institutions the following fees for the years or
periods ended October 31, 1998, all of which were paid to Institutions:

<TABLE>
<CAPTION>
- ------------------------------------------------
FUND PAYMENT
- ------------------------------------------------
<S> <C>
International Equity Fund
- ------------------------------------------------
Emerging Markets Fund
- ------------------------------------------------
</TABLE>

Certain financial-services firms may receive additional fees from
the Distributor, the Adviser or their affiliates for providing supplemental
services in connection with investments in the Funds. Financial-services firms
may also be reimbursed for marketing costs. Additional fees may be up to 0.10%
per year of the value of Fund accounts maintained by the firm. To the extent
that the Distributor, the Adviser or their affiliates provide additional
compensation or reimbursements for marketing expenses, such payments would not
represent an additional expense to the Funds or their shareholders.

An Institution with which a Fund has entered into an Agreement with
respect to its Advisor Shares may charge a Customer one or more of the following
types of fees, as agreed upon by the Institution and the Customer, with respect
to the cash management or other services provided by the Institution: (i)
account fees (a fixed amount per month or per year); (ii) transaction fees (a
fixed amount per transaction processed); (iii) compensation balance requirements
(a minimum dollar amount a Customer must maintain in order to obtain the
services offered); or (iv) account maintenance fees (a periodic charge based
upon the

75
<PAGE> 167

percentage of assets in the account or of the dividend paid on those assets).
Services provided by an Institution to Customers are in addition to, and not
duplicative of, the services to be provided under the Fund's co-administration
and distribution and shareholder servicing arrangements. A Customer of an
Institution should read the relevant Prospectus and this Statement of Additional
Information in conjunction with the Agreement and other literature describing
the services and related fees that would be provided by the Institution to its
Customers prior to any purchase of Fund shares. Prospectuses are available from
the Funds' distributor upon request. No preference will be shown in the
selection of Fund portfolio investments for the instruments of Institutions.

General. The Distribution Plans and the 12b-1 Plan will continue in
effect for so long as their continuance is specifically approved at least
annually by the Board, including a majority of the Directors who are not
interested persons of the Fund and who have no direct or indirect financial
interest in the operation of the Distribution Plans or the 12b-1 Plan
("Independent Directors"). Any material amendment of the Distribution Plans or
the 12b-1 Plan would require the approval of the Board in the same manner.
Neither the Distribution Plans nor the 12b-1 Plan may be amended to increase
materially the amount to be spent thereunder without shareholder approval of the
relevant class of shares. The Distribution Plans and the 12b-1 Plan may be
terminated at any time, without penalty, by vote of a majority of the
Independent Directors or by a vote of a majority of the outstanding voting
securities of the relevant class of shares of a Fund.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The offering price of a Fund's shares is equal to the per share net
asset value of the relevant class of shares of the Fund.

Under the 1940 Act, a Fund may suspend the right of redemption or
postpone the date of payment upon redemption for any period during which the
NYSE is closed, other than customary weekend and holiday closings, or during
which trading on the NYSE is restricted, or during which (as determined by the
SEC) an emergency exists as a result of which disposal or fair valuation of
portfolio securities is not reasonably practicable, or for such other periods as
the SEC may permit. (A Fund may also suspend or postpone the recordation of an
exchange of its shares upon the occurrence of any of the foregoing conditions.)

If the Board determines that conditions exist which make payment of
redemption proceeds wholly in cash unwise or undesirable, a Fund may make
payment wholly or partly in securities or other investment instruments which may
not constitute securities as such term is defined in the applicable securities
laws. If a redemption is paid wholly or partly in securities or other property,
a shareholder would incur transaction costs in disposing of the redemption
proceeds. The Funds will comply with Rule 18f-1 promulgated under the 1940 Act
with respect to redemptions in kind.

Automatic Cash Withdrawal Plan. An automatic cash withdrawal plan
(the "Plan") is available to shareholders who wish to receive specific amounts
of cash periodically. Withdrawals may be made under the Plan by redeeming as
many shares of a Fund as may be

76
<PAGE> 168
necessary to cover the stipulated withdrawal payment. To the extent that
withdrawals exceed dividends, distributions and appreciation of a shareholder's
investment in a Fund, there will be a reduction in the value of the
shareholder's investment and continued withdrawal payments may reduce the
shareholder's investment and ultimately exhaust it. Withdrawal payments should
not be considered as income from investment in a Fund.

EXCHANGE PRIVILEGE

An exchange privilege with certain other funds advised by Warburg is
available to investors in each Fund. A Common Shareholder may exchange Common
Shares of a Fund for Common Shares of another Warburg Pincus fund at their
respective net asset values. An Advisor Shareholder may exchange Advisor Shares
of a Fund for Advisor Shares of another Warburg Pincus fund at their respective
net asset values. If an exchange request is received by Warburg Pincus Funds or
their agent prior to the close of regular trading on the NYSE, the exchange will
be made at each Fund's net asset value determined at the end of that business
day. Exchanges will be effected without a sales charge but must satisfy the
minimum dollar amount necessary for new purchases. The Fund may refuse exchange
purchases at any time without prior notice.

The exchange privilege is available to shareholders residing in any
state in which the 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 a
Fund 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) 927-2874.

The Funds reserve the right to refuse exchange purchases by any
person or group if, in Warburg's judgment, a Fund would be unable to invest the
money effectively in accordance with its investment objective and policies, or
would otherwise potentially be adversely affected. Examples of when an exchange
purchase could be refused are when the Fund receives or anticipates receiving
large exchange orders at or about the same time and/or when a pattern of
exchanges within a short period of time (often associated with a "market timing"
strategy) is discerned. The Funds reserve the right to terminate or modify the
exchange privilege at any time upon 30 days' notice to shareholders.

ADDITIONAL INFORMATION CONCERNING TAXES

The following is a summary of the material United States federal
income tax considerations regarding the purchase, ownership and disposition of
shares in each Fund. Each prospective shareholder is urged to consult his own
tax adviser with respect to the specific federal, state, local and foreign tax
consequences of investing in a Fund. The

77
<PAGE> 169
summary is based on the laws in effect on the date of this Statement of
Additional Information, which are subject to change.

The Funds and Their Investments.

Each Fund intends to continue to qualify to be treated as a
regulated investment company each taxable year under the Code. To so qualify,
the Fund must, among other things: (a) derive at least 90% of its gross income
in each taxable year from dividends, interest, payments with respect to
securities, loans and gains from the sale or other disposition of stock or
securities or foreign currencies, or other income (including, but not limited
to, gains from options, futures or forward contracts) derived with respect to
its business of investing in such stock, securities or currencies; and (b)
diversify its holdings so that, at the end of each quarter of the Fund's taxable
year, (i) at least 50% of the market value of the Fund's assets is represented
by cash, securities of other regulated investment companies, United States
government securities and other securities, with such other securities limited,
in respect of any one issuer, to an amount not greater than 5% of the Fund's
assets and not greater than 10% of the outstanding voting securities of such
issuer and (ii) not more than 25% of the value of its assets is invested in the
securities (other than United States government securities or securities of
other regulated investment companies) of any one issuer or any two or more
issuers that the Fund controls and are determined to be engaged in the same or
similar trades or businesses or related trades or businesses. The Fund expects
that all of its foreign currency gains will be directly related to its principal
business of investing in stocks and securities.

As a regulated investment company, each Fund will not be subject to
United States federal income tax on its net investment income (i.e., income
other than its net realized long- and short-term capital gains) and its net
realized long- and short-term capital gains, if any, that it distributes to its
shareholders, provided that an amount equal to at least 90% of the sum of its
investment company taxable income (i.e., 90% of its taxable income minus the
excess, if any, of its net realized long-term capital gains over its net
realized short-term capital losses (including any capital loss carryovers), plus
or minus certain other adjustments as specified in the Code) and its net
tax-exempt income for the taxable year is distributed, but will be subject to
tax at regular corporate rates on any taxable income or gains that it does not
distribute. Any dividend declared by a Fund in October, November or December of
any calendar year and payable to shareholders of record on a specified date in
such a month shall be deemed to have been received by each shareholder on
December 31 of such calendar year and to have been paid by the Fund not later
than such December 31, provided that such dividend is actually paid by the Fund
during January of the following calendar year.

Each Fund intends to distribute annually to its shareholders
substantially all of its investment company taxable income. The Board of each
Fund will determine annually whether to distribute any net realized long-term
capital gains in excess of net realized short-term capital losses (including any
capital loss carryovers). Each Fund currently expects to distribute any excess
annually to its shareholders. However, if a Fund retains for investment an
amount equal to all or a portion of its net long-term capital gains in excess of
its net short-term capital losses and capital loss carryovers, it will be
subject to a corporate tax (currently at

78
<PAGE> 170

a rate of 35%) on the amount retained. In that event, a Fund will designate such
retained amounts as undistributed capital gains in a notice to its shareholders
who (a) will be required to include in income for United States federal income
tax purposes, as long-term capital gains, their proportionate shares of the
undistributed amount, (b) will be entitled to credit their proportionate shares
of the 35% tax paid by the Fund on the undistributed amount against their United
States federal income tax liabilities, if any, and to claim refunds to the
extent their credits exceed their liabilities, if any, and (c) will be entitled
to increase their tax basis, for United States federal income tax purposes, in
their shares by an amount equal to 65% of the amount of undistributed capital
gains included in the shareholder's income. Organizations or persons not subject
to federal income tax on such capital gains will be entitled to a refund of
their pro rata share of such taxes paid by the Fund upon filing appropriate
returns or claims for refund with the Internal Revenue Service (the "IRS").

The Code imposes a 4% nondeductible excise tax on a Fund to the
extent the Fund does not distribute by the end of any calendar year at least 98%
of its net investment income for that year and 98% of the net amount of its
capital gains (both long-and short-term) for the one-year period ending, as a
general rule, on October 31 of that year. For this purpose, however, any income
or gain retained by the Fund that is subject to corporate income tax will be
considered to have been distributed by year-end. In addition, the minimum
amounts that must be distributed in any year to avoid the excise tax will be
increased or decreased to reflect any underdistribution or overdistribution, as
the case may be, from the previous year. Each Fund anticipates that it will pay
such dividends and will make such distributions as are necessary in order to
avoid the application of this tax.

With regard to each Fund's investments in foreign securities,
exchange control regulations may restrict repatriations of investment income and
capital or the proceeds of securities sales by foreign investors such as the
Fund and may limit the Fund's ability to pay sufficient dividends and to make
sufficient distributions to satisfy the 90% and excise tax distribution
requirements.

If, in any taxable year, a Fund fails to qualify as a regulated
investment company under the Code or fails to meet the distribution requirement,
it would be taxed in the same manner as an ordinary corporation and
distributions to its shareholders would not be deductible by the Fund in
computing its taxable income. In addition, in the event of a failure to qualify,
a Fund's distributions, to the extent derived from the Fund's current or
accumulated earnings and profits, would constitute dividends (eligible for the
corporate dividends-received deduction) which are taxable to shareholders as
ordinary income, even though those distributions might otherwise (at least in
part) have been treated in the shareholders' hands as long-term capital gains.
If a Fund fails to qualify as a regulated investment company in any year, it
must pay out its earnings and profits accumulated in that year in order to
qualify again as a regulated investment company. In addition, if the Fund failed
to qualify as a regulated investment company for a period greater than one
taxable year, the Fund may be required to recognize any net built-in gains (the
excess of the aggregate gains, including items of income, over aggregate losses
that would have been realized if it had been liquidated) in order to qualify as
a regulated investment company in a subsequent year.

79
<PAGE> 171

A Fund's short sales against the box, if any, and transactions in
foreign currencies, forward contracts, options and futures contracts (including
options and futures contracts on foreign currencies) will be subject to special
provisions of the Code that, among other things, may affect the character of
gains and losses realized by the Fund (i.e., may affect whether gains or losses
are ordinary or capital), accelerate recognition of income to the Fund and defer
Fund losses. These rules could therefore affect the character, amount and timing
of distributions to shareholders. These provisions also (a) will require the
Fund to mark-to-market certain types of the positions in its portfolio (i.e.,
treat them as if they were closed out) and (b) may cause the Fund to recognize
income without receiving cash with which to pay dividends or make distributions
in amounts necessary to satisfy the distribution requirements for avoiding
income and excise taxes. Each Fund will monitor its transactions, will make the
appropriate tax elections and will make the appropriate entries in its books and
records when it engages in a short sale against the box or acquires any foreign
currency, forward contract, option, futures contract or hedged investment in
order to mitigate the effect of these rules and prevent disqualification of the
Fund as a regulated investment company.

A Fund's investments in zero coupon securities, if any, may create
special tax consequences. Zero coupon securities do not make interest payments,
although a portion of the difference between zero coupon security's face value
and its purchase price is imputed as income to the Fund each year even though
the Fund receives no cash distribution until maturity. Under the U.S. federal
tax laws, the Fund will not be subject to tax on this income if it pays
dividends to its shareholders substantially equal to all the income received
from, or imputed with respect to, its investments during the year, including its
zero coupon securities. These dividends ordinarily will constitute taxable
income to the shareholders of the Fund.

Passive Foreign Investment Companies.

If a Fund purchases shares in certain foreign investment entities,
called "passive foreign investment companies" (a "PFIC"), it may be subject to
United States federal income tax on a portion of any "excess distribution" or
gain from the disposition of such shares even if such income is distributed as a
taxable dividend by the Fund to its shareholders. Additional charges in the
nature of interest may be imposed on the Fund in respect of deferred taxes
arising from such distributions or gains. If a Fund were to invest in a PFIC and
elected to treat the PFIC as a "qualified electing fund" under the Code, in lieu
of the foregoing requirements, the Fund might be required to include in income
each year a portion of the ordinary earnings and net capital gains of the
qualified electing fund, even if not distributed to the Fund, and such amounts
would be subject to the 90% and excise tax distribution requirements described
above. In order to make this election, a Fund would be required to obtain
certain annual information from the passive foreign investment companies in
which it invests, which may be difficult or not possible to obtain.

Alternatively, a Fund may make a mark-to-market election that will
result in a Fund being treated as if it had sold and repurchased all of the PFIC
stock at the end of each year. In this case, a Fund would report gains as
ordinary income and would deduct losses as ordinary losses to the extent of
previously recognized gains. The election, once made, would be effective for all
subsequent taxable years of the Fund, unless revoked with the

80
<PAGE> 172

consent of the IRS. By making the election, a Fund could potentially ameliorate
the adverse tax consequences with respect to its ownership of shares in a PFIC,
but in any particular year may be required to recognize income in excess of the
distributions it receives from PFICs and its proceeds from dispositions of PFIC
company stock. A Fund may have to distribute this "phantom" income and gain to
satisfy its distribution requirement and to avoid imposition of the 4% excise
tax. Each Fund will make the appropriate tax elections if possible, and take any
additional steps that are necessary to mitigate the effect of these rules.

Dividends and Distributions.

Dividends of net investment income and distributions of net realized
short-term capital gains are taxable to a United States shareholder as ordinary
income, whether paid in cash or in shares. Distributions of net-long-term
capital gains, if any, that a Fund designates as capital gains dividends are
taxable as long-term capital gains, whether paid in cash or in shares and
regardless of how long a shareholder has held shares of the Fund. Dividends and
distributions paid by a Fund (except for the portion thereof, if any,
attributable to dividends on stock of U.S. corporations received by the Fund)
will not qualify for the deduction for dividends received by corporations.
Distributions in excess of a Fund's current and accumulated earnings and profits
will, as to each shareholder, be treated as a tax-free return of capital, to the
extent of a shareholder's basis in his shares of the Fund, and as a capital gain
thereafter (if the shareholder holds his shares of the Fund as capital assets).

Shareholders receiving dividends or distributions in the form of
additional shares should be treated for United States federal income tax
purposes as receiving a distribution in the amount equal to the amount of money
that the shareholders receiving cash dividends or distributions will receive,
and should have a cost basis in the shares received equal to such amount.

Investors considering buying shares just prior to a dividend or
capital gain distribution should be aware that, although the price of shares
just purchased at that time may reflect the amount of the forthcoming
distribution, such dividend or distribution may nevertheless be taxable to them.

If a Fund is the holder of record of any stock on the record date
for any dividends payable with respect to such stock, such dividends are
included in the Fund's gross income not as of the date received but as of the
later of (a) the date such stock became ex-dividend with respect to such
dividends (i.e., the date on which a buyer of the stock would not be entitled to
receive the declared, but unpaid, dividends) or (b) the date the Fund acquired
such stock. Accordingly, in order to satisfy its income distribution
requirements, the Fund may be required to pay dividends based on anticipated
earnings, and shareholders may receive dividends in an earlier year than would
otherwise be the case.

Sales of Shares.

Upon the sale or exchange of his shares, a shareholder will realize
a taxable gain or loss equal to the difference between the amount realized and
his basis in his shares.

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<PAGE> 173
Such gain or loss will be treated as capital gain or loss, if the shares are
capital assets in the shareholder's hands, and will be long-term capital gain or
loss if the shares are held for more than one year and short-term capital gain
or loss if the shares are held for one year or less. Any loss realized on a sale
or exchange will be disallowed to the extent the shares disposed of are
replaced, including replacement through the reinvesting of dividends and capital
gains distributions in a Fund, within a 61-day period beginning 30 days before
and ending 30 days after the disposition of the shares. In such a case, the
basis of the shares acquired will be increased to reflect the disallowed loss.
Any loss realized by a shareholder on the sale of a Fund share held by the
shareholder for six months or less will be treated for United States federal
income tax purposes as a long-term capital loss to the extent of any
distributions or deemed distributions of long-term capital gains received by the
shareholder with respect to such share.

Foreign Taxes.

A Fund may elect for U.S. income tax purposes to treat foreign
income taxes paid by it as paid by its shareholders if: (i) the Fund qualifies
as a regulated investment company, (ii) certain asset and distribution
requirements are satisfied, and (iii) more than 50% of the Fund's total assets
at the close of its fiscal year consists of stock or securities of foreign
corporations. A Fund may qualify for and make this election in some, but not
necessarily all, of its taxable years. If a Fund were to make an election,
shareholders of the Fund would be required to take into account an amount equal
to their pro rata portions of such foreign taxes in computing their taxable
income and then treat an amount equal to those foreign taxes as a U.S. federal
income tax deduction or as a foreign tax credit against their U.S. federal
income taxes. Shortly after any year for which it makes such an election, a Fund
will report to its shareholders the amount per share of such foreign income tax
that must be included in each shareholder's gross income and the amount which
will be available for the deduction or credit. No deduction for foreign taxes
may be claimed by a shareholder who does not itemize deductions. Certain
limitations will be imposed on the extent to which the credit (but not the
deduction) for foreign taxes may be claimed.

Backup Withholding.

A Fund may be required to withhold, for United States federal income tax
purposes, 31% of the dividends, distributions and redemption proceeds payable to
shareholders who fail to provide the Fund with their correct taxpayer
identification number or to make required certifications, or who have been
notified by the IRS that they are subject to backup withholding. Certain
shareholders are exempt from backup withholding. Backup withholding is not an
additional tax and any amount withheld may be credited against a shareholder's
United States federal income tax liabilities.

Notices.

Shareholders will be notified annually by a Fund as to the United
States federal income tax status of the dividends, distributions and deemed
distributions attributable

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<PAGE> 174

to undistributed capital gains (discussed above in "The Funds and Their
Investments") made by the Fund to its shareholders. Furthermore, shareholders
will also receive, if appropriate, various written notices after the close of
the Fund's taxable year regarding the United States federal income tax status of
certain dividends, distributions and deemed distributions that were paid (or
that are treated as having been paid) by a Fund to its shareholders during the
preceding taxable year.

Other Taxation

Distributions also may be subject to additional state, local and
foreign taxes depending on each shareholder's particular situation.

THE FOREGOING IS ONLY A SUMMARY OF CERTAIN MATERIAL TAX CONSEQUENCES
AFFECTING THE FUND AND ITS SHAREHOLDERS. SHAREHOLDERS ARE ADVISED TO CONSULT
THEIR OWN TAX ADVISERS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO
THEM OF AN INVESTMENT IN A FUND.

DETERMINATION OF PERFORMANCE

From time to time, a Fund may quote the total return of its Common
Shares and/or Advisor Shares in advertisements or in reports and other
communications to shareholders. The net asset value of Common Shares is listed
in The Wall Street Journal each business day under the heading "Warburg Pincus
Funds." Current total return figures may be obtained by calling Warburg Pincus
Funds at 800-927-2874.

With respect to a Funds' Common and Advisor Shares, the Fund's
average annual total returns for the period ended October 31, 1998 were as
follows (performance figures calculated without the waiver of fees, if any, are
noted in parenthesis):

TOTAL RETURN

COMMON SHARES

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
FROM COMMENCEMENT
OF OPERATIONS OR
FUND ONE-YEAR FIVE-YEAR TEN YEAR
(COMMENCEMENT DATE)
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Major Foreign
Markets Fund (3/31/97)
- ----------------------------------------------------------------------------
International
Equity Fund (5/2/89)
- ----------------------------------------------------------------------------
International
Small Company Fund (4/2/98)
- ----------------------------------------------------------------------------
Emerging Markets
Fund (12/30/94)
- ----------------------------------------------------------------------------
</TABLE>

83
<PAGE> 175

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
<S> <C>
Global
Post-Venture (9/30/96)
Capital Fund
- ----------------------------------------------------------------------------
</TABLE>

+Non-annualized.

ADVISOR SHARES

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
FROM COMMENCEMENT
OF OPERATIONS
FUND ONE-YEAR FIVE-YEAR (COMMENCEMENT DATE)
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
International
Equity Fund (5/2/89)
- -----------------------------------------------------------------------------
Emerging Markets
Fund (12/30/94)
- -----------------------------------------------------------------------------
</TABLE>

+Non-annualized.

These total return figures show the average percentage change in
value of an investment in the Common Shares from the beginning of the measuring
period to the end of the measuring period. The figures reflect changes in the
price of Common Shares assuming that any income dividends and/or capital gain
distributions made by the Fund during the period were reinvested in Common
Shares of the Fund. Total return will be shown for recent one-, five- and
ten-year periods, and may be shown for other periods as well (such as from
commencement of the Fund's operations or on a year-by-year, quarterly or current
year-to-date basis).

These figures are calculated by finding the average annual
compounded rates of return for the one-, five- and ten- (or such shorter period
as the relevant class of shares has been offered) year periods that would equate
the initial amount invested to the ending redeemable value according to the
following formula: P (1 + T) to the nth power = ERV. For purposes of this
formula, "P" is a hypothetical investment of $1,000; "T" is average annual total
return; "n" is number of years; and "ERV" is the ending redeemable value of a
hypothetical $1,000 payment made at the beginning of the one-, five- or ten-year
periods (or fractional portion thereof). Total return or "T" is computed by
finding the average annual change in the value of an initial $1,000 investment
over the period and assumes that all dividends and distributions are reinvested
during the period. Investors should note that this performance may not be
representative of a Fund's total return over longer market cycles.

When considering average total return figures for periods longer
than one year, it is important to note that the annual total return for one year
in the period might have been greater or less than the average for the entire
period. When considering total return figures for periods shorter than one year,
investors should bear in mind that each Fund seeks long-term appreciation and
that such return may not be representative of any Fund's return over a longer
market cycle. Each Fund may also advertise aggregate total return figures of its
Common Shares for various periods, representing the cumulative change in value
of an investment in the Common Shares of the specific period (again reflecting
changes in share prices and assuming reinvestment of dividends and
distributions). Aggregate and average total returns may be shown by means of

84
<PAGE> 176

schedules, charts or graphs and may indicate various components of total return
(i.e., change in value of initial investment, income dividends and capital gain
distributions).

A Fund may advertise, from time to time, comparisons of the
performance of its Common Shares and/or Advisor Shares with that of one or more
other mutual funds with similar investment objectives. The Fund may advertise
average annual calendar year-to-date and calendar quarter returns, which are
calculated according to the formula set forth in the preceding paragraph, except
that the relevant measuring period would be the number of months that have
elapsed in the current calendar year or most recent three months, as the case
may be. Investors should note that this performance may not be representative of
the Fund's total return in longer market cycles.

The performance of a class of Fund shares will vary from time to
time depending upon market conditions, the composition of the Fund's portfolio
and operating expenses allocable to it. As described above, total return is
based on historical earnings and is not intended to indicate future performance.
Consequently, any given performance quotation should not be considered as
representative of performance for any specified period in the future.
Performance information may be useful as a basis for comparison with other
investment alternatives. However, a Fund's performance will fluctuate, unlike
certain bank deposits or other investments which pay a fixed yield for a stated
period of time. Any fees charged by Institutions or other institutional
investors directly to their customers in connection with investments in Fund
shares are not reflected in a Fund's total return, and such fees, if charged,
will reduce the actual return received by customers on their investments.

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

Warburg believes that a diversified portfolio of international
equity securities, when combined with a similarly diversified portfolio of
domestic equity securities, tends to have a lower volatility than a portfolio
composed entirely of domestic securities. Furthermore, international equities
have been shown to reduce volatility in single asset portfolios regardless of
whether the investments are in all domestic equities or all domestic
fixed-income instruments, and research indicates that volatility can be
significantly decreased when international equities are added.

To illustrate this point, the performance of international equity
securities, as measured by the EAFE Index has equaled or exceeded that of
domestic equity securities, as measured by the S&P 500 Index in 14 of the last
26 years. The following table compares annual total returns of the EAFE Index
and the S&P 500 Index for the calendar years shown.

85
<PAGE> 177

EAFE INDEX VS. S&P 500 INDEX
1972-1998
ANNUAL TOTAL RETURN+

<TABLE>
<CAPTION>
YEAR EAFE INDEX S&P 500 INDEX
---- ---------- -------------
<S> <C> <C>
1972* 33.28 15.63
1973* -16.82 -17.37
1974* -25.60 -29.72
1975 31.21 31.55
1976 -.36 19.15
1977* 14.61 -11.50
1978* 28.91 1.06
1979 1.82 12.31
1980 19.01 25.77
1981* -4.85 -9.73
1982 -4.63 14.76
1983* 20.91 17.27
1984* 5.02 1.40
1985* 52.97 26.33
1986* 66.80 14.62
1987* 23.18 2.03
1988* 26.66 12.40
1989 9.22 27.25
1990 -24.71 -6.56
1991 10.19 26.31
1992 -13.89 4.46
1993* 30.49 7.06
1994* 6.24 -1.54
1995 9.42 34.11
1996 4.40 20.26
1997 0.24 31.01
1998 [ ] [ ]
</TABLE>

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

+ Without reinvestment of dividends.

* The EAFE Index has outperformed the S&P 500 Index [14] out of the last 27
years.

The quoted performance information shown above is not intended to
indicate the future performance of the Funds.

Each Fund may compare its performance with (i) that of other mutual
funds as listed in the rankings prepared by Lipper Analytical Services, Inc. or
similar investment services that monitor the performance of mutual funds or as
set forth in the publications listed below; (ii) in the case of the Major
Foreign Markets Fund, the Morgan Stanley Capital International Europe,
Australasia, Far East ("EAFE") Index, the Salomon Russell Global Equity Index,
the FT-Actuaries World Indices (jointly compiled by the Financial Times, Ltd.,
Goldman, Sachs & Co. and NatWest Securities Ltd.) and

86
<PAGE> 178

the S&P 500 Index; in the case of the International Equity Fund, the Morgan
Stanley Capital International All Country World Excluding the U.S. Index and/or
other indexes prepared by Morgan Stanley relating to securities represented in
the Fund, the Salomon Russell Global Equity Index, the FT-Actuaries World
Indices (jointly compiled by The Financial Times, Ltd., Goldman, Sachs & Co. and
NatWest Securities Ltd.) and the S&P 500 Index; in the case of the International
Small Company Fund, the Morgan Stanley Capital International EAFE(R) Small Cap
Index and/or other indexes prepared by Morgan Stanley that are appropriate
benchmarks for securities represented in the Fund; in the case of the Emerging
Markets Fund, with the IFC Emerging Market Free Index, the IFC Investible Index
or the Morgan Stanley Capital International Emerging Markets Index; and in the
case of the Global Post-Venture Capital Fund, with the Venture Capital 100 Index
(compiled by Venture Capital Journal), appropriate indexes prepared by Frank
Russell Company relating to securities represented in the Fund, the Lipper
Global Funds Index, the EAFE Index, the Morgan Stanley Capital International
World Index, the Salomon Russell Global Equity Index, the FT-Actuaries World
Indices (jointly compiled by The Financial Times, Ltd., Goldman, Sachs & Co. and
NatWest Securities Ltd.) and the S&P 500 Index, all of which are unmanaged
indexes of common stocks; or (iii) other appropriate indexes of investment
securities or with data developed by Warburg derived from such indexes. A Fund
may include evaluations of the Fund published by nationally recognized ranking
services and by financial publications that are nationally recognized, such as
Barron's, Business Week, Financial Times, Forbes, Fortune, Inc., Institutional
Investor, Investor's Business Daily, Money, Morningstar, Mutual Fund Magazine,
Smart Money, The Wall Street Journal and Worth. Morningstar, Inc. rates funds in
broad categories based on risk/reward analyses over various time periods. In
addition, each Fund may from time to time compare the expense ratio of its
Common Shares to that of investment companies with similar objectives and
policies, based on data generated by Lipper Analytical Services, Inc. or similar
investment services that monitor mutual funds.

Advertising or supplemental sales literature relating to the
International Equity Fund may describe the percentage decline from all-time high
levels for certain foreign stock markets. It may also describe how the Fund
differs from the EAFE Index in composition. Sales literature and advertising may
also discuss trends in the economy and corporate structure in Japan, including
the contrast between the sales growth, profit growth, price/earnings ratios, and
return on equity (ROE) of companies; it may discuss the cultural changes taking
place among consumers in Japan, including increasing cost-consciousness and
accumulation of purchasing power and wealth among Japanese consumers, and the
ability of new companies to take advantage of these trends. The sales literature
for the Fund may also discuss current statistics and projections of the volume,
market capitalization, sector weightings and number of issues traded on Japanese
exchanges and in Japanese OTC markets, and may include graphs of such statistics
in advertising and other sales literature. Advertising or supplemental sales
literature relating to the Global Post-Venture Capital Fund may also discuss
characteristics of venture capital financed companies and the benefits expected
to be achieved from investing in these companies.

87
<PAGE> 179

In its reports, investor communications or advertisements, each Fund
may include: (i) its total return performance; (ii) its performance compared
with various indexes or other mutual funds; (iii) published evaluations by
nationally recognized ranking services and financial publications; (iv)
descriptions and updates concerning its strategies and portfolio investments;
(v) its goals, risk factors and expenses compared with other mutual funds; (vi)
analysis of its investments by industry, country, credit quality and other
characteristics; (vii) a discussion of the risk/return continuum relating to
different investments; (viii) the potential impact of adding foreign stocks to a
domestic portfolio; (ix) the general biography or work experience of the
portfolio managers of the Funds; (x) portfolio manager commentary or market
updates; (xi) discussion of macroeconomic factors affecting the Fund and its
investments; (xii) research methodology underlying stock selection or a Fund's
investment objective; and (xiii) other information of interest to investors.

INDEPENDENT ACCOUNTANTS AND COUNSEL

PricewaterhouseCoopers LLP ("PwC"), with principal offices at 2400
Eleven Penn Center, Philadelphia, Pennsylvania 19103, serves as independent
accountants for each Fund. The financial statements for the Funds that are
incorporated by reference in this Statement of Additional Information have been
audited by PwC and have been included herein by reference in reliance upon the
report of such firm of independent accountants given upon their authority as
experts in accounting and auditing.

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

FINANCIAL STATEMENTS

Each Fund's audited Annual Report dated October 31, 1998, which
either accompanies this Statement of Additional Information or has previously
been provided to the investor to whom this Statement of Additional Information
is being sent, is incorporated herein by reference with respect to all
information regarding the relevant Fund included therein. Each Fund will furnish
without charge a copy of the Annual Reports upon request by calling Warburg
Pincus Funds at 800-927-2874.

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<PAGE> 180
APPENDIX

DESCRIPTION OF RATINGS

Commercial Paper Ratings

Commercial paper rated A-1 by Standard & Poor's Ratings Services
("S&P") indicates that the degree of safety regarding timely payment is strong.
Those issues determined to possess extremely strong safety characteristics are
denoted with a plus sign designation. Capacity for timely payment on commercial
paper rated A-2 is satisfactory, but the relative degree of safety is not as
high as for issues designated A-1.

The rating Prime-1 is the highest commercial paper rating assigned
by Moody's Investors Services, Inc. ("Moody's"). Issuers rated Prime-1 (or
related supporting institutions) are considered to have a superior capacity for
repayment of short-term promissory obligations. Issuers rated Prime-2 (or
related supporting institutions) are considered to have a strong capacity for
repayment of short-term promissory obligations. This will normally be evidenced
by many of the characteristics of issuers rated Prime-1 but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternative liquidity is maintained.

Short-Term Note Ratings

The following summarizes the two highest ratings used by S&P for
short-term notes:

SP-1 - Loans bearing this designation evidence a very strong or
strong capacity to pay principal and interest. Those issues determined to
possess overwhelming safety characteristics will be given a plus sign
designation.

SP-2 - Loans bearing this designation evidence a satisfactory
capacity to pay principal and interest..

The following summarizes the two highest 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 from established cash flows of funds
for their servicing or from established and broad-based access to the market for
refinancing, or both.

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

A-1
<PAGE> 181

Corporate Bond and Municipal Obligations Ratings

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

AAA - This is the highest rating assigned by S&P to a debt
obligation and indicates an extremely strong capacity to pay interest and repay
principal.

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

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

BBB - This is the lowest investment grade. Debt rated BBB is
regarded as having an adequate capacity to pay interest and repay principal.
Although it normally exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for bonds in this category than for
bonds in higher rated categories.

BB, B, CCC, CC and C - Debt rated BB and B are regarded, on balance,
as predominately speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB represents a lower
degree of speculation than B, and CCC the highest degree of speculation. While
such bonds will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

BB - Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, they face major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions, which could
lead to inadequate capacity to meet timely interest and principal payments. The
BB rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

B - Debt rated B has a greater vulnerability to default but
currently have the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair capacity
or willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual or
implied BB or BB- rating.

CCC - Debt rated CCC has a currently identifiable vulnerability to
default and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, it is not likely to
have the capacity to pay interest and repay principal. The CCC rating category
is also used for debt subordinated to senior debt that is assigned an actual or
implied B or B- rating.

A-2
<PAGE> 182
CC - This rating is typically applied to debt subordinated to senior
debt that is assigned an actual or implied CCC rating.

C - This rating is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.

Additionally, the rating CI is reserved for income bonds on which no
interest is being paid. Such debt is rated between debt rated C and debt rated
D.

To provide more detailed indications of credit quality, the ratings
may be modified by the addition of a plus or minus sign to show relative
standing within this major rating category.

D - Debt rated D is in payment default. The D rating category is
used when interest payments or principal payments are not made on the date due
even if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

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

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

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

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

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

A-3
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Ba - Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.

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

Moody's applies numerical modifiers (1, 2 and 3) with respect to the
bonds rated "Aa" through "B." The modifier 1 indicates that the bond being rated
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates that the bond ranks in the
lower end of its generic rating category.

Caa - Bonds that are rated Caa are of poor standing. These issues
may be in default or present elements of danger may exist with respect to
principal or interest.

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

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

A-4
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PART C

OTHER INFORMATION

WARBURG, PINCUS INTERNATIONAL EQUITY FUND, INC.

Item 23. Exhibits

<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
a (1) Articles of Incorporation.(1)

(2) Articles of Amendment.(2)

(3) Articles of Amendment.(3)

(4) Articles Supplementary.(3)

b (1) Amended and Restated By-Laws.(1)

(2) Amendment to By-Laws.(4)

c Form of Share Certificates.(5)

d Investment Advisory Agreement.(1)

e Form of Distribution Agreement.(3)

f Not applicable.

g (1) Form of Custodian Agreement with PNC Bank, National
Association.(6)
</TABLE>

(1) Incorporated by reference to Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A, filed on September
22, 1995.

(2) Incorporated by reference to Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A, filed on December 28,
1995.

(3) Incorporated by reference to Post-Effective Amendment No. 14 to
Registrant's Registration Statement on Form N-1A, filed on February 25,
1997.

(4) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Post-Effective Amendment No. 8 to the Registration Statement on Form
N-1A of Warburg, Pincus Global Fixed Income Fund, Inc., filed on
February 17, 1998 (Securities Act File No. 33-36066).

(5) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 2 to the Registration Statement on Form
N-1A of Warburg, Pincus Post-Venture Capital Fund, Inc., filed on
September 22, 1995 (Securities Act File No. 33-61225).

C-1
<PAGE> 185

<TABLE>
<S> <C>
(2) Form of Custodian Agreement with State Street Bank and Trust
Company.(6)

h (1) Form of Transfer Agency Agreement.(7)

(2) Form of Co-Administration Agreement with Counsellors Funds
Service, Inc.(7)

(3) Form of Co-Administration Agreement with PFPC Inc.(1)

(4) Forms of Services Agreements.(3)

i Opinion and Consent of Willkie Farr & Gallagher, counsel to
the Fund. (8)

j Consent of Pricewaterhousecoopers LLP, Independent
Accountants. (8)

k Not applicable

l Purchase Agreement.(1)

m (1) Form of Distribution Plan.(6)

(2) Distribution Agreement between the Fund and CIGNA Securities
Inc.(1)

(3) Selected Dealer Agreement between Counsellors Securities Inc.
and CIGNA Securities, Inc.(1)

n (1) Financial Data Schedule relating to the Common Shares.(8)

(2) Financial Data Schedule relating to the Advisor Shares.(8)

o Amended Rule 18f-3 Plan.(8)
</TABLE>

(6) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in the
Registration Statement on Form N-14 of Warburg Pincus Major Foreign
Markets, Fund, Inc. (formerly known as Warburg, Pincus Managed EAFE(R)
Countries Fund, Inc.), filed on November 5, 1997 (Securities Act File
No. 333-39611).

(7) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A of Warburg, Pincus Trust, filed on June 14, 1995 (Securities Act
File No. 33-58125).

(8) to be filed by amendment.

C-2
<PAGE> 186

Item 24. Persons Controlled by or Under Common Control with Registrant

From time to time, Warburg Pincus Asset Management, Inc. ("Warburg")
may be deemed to control the Fund and other registered investment companies it
advises through its beneficial ownership of more than 25% of the relevant fund's
shares on behalf of discretionary advisory clients. Warburg has seven
wholly-owned subsidiaries: Counsellors Securities Inc., a New York corporation;
Counsellors Funds Service Inc., a Delaware corporation; Counsellors Agency Inc.,
a New York corporation; Warburg, Pincus Investments International (Bermuda),
Ltd., a Bermuda corporation; Warburg Pincus Asset Management International Inc.,
a Delaware corporation; Warburg Pincus Asset Management (Japan), Inc., a
Japanese corporation and Warburg Pincus Asset Management (Dublin) Limited, an
Irish corporation.

Item 25. Indemnification

Registrant, and officers and directors of Warburg, Counsellors
Securities Inc. ("Counsellors Securities") and Registrant, are covered by
insurance policies indemnifying them for liability incurred in connection with
the operation of Registrant. Discussion of this coverage is incorporated by
reference to Item 27 of Part C of Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A, filed on October 30, 1995.

Item 26. Business and Other Connections of Investment Adviser

Warburg, a wholly owned subsidiary of Warburg, Pincus Asset Management
Holdings, Inc., acts as investment adviser to Registrant. Warburg renders
investment advice to a wide variety of individual and institutional clients. The
list required by this Item 26 of officers and directors of Warburg, together
with information as to their other business, profession, vocation or employment
of a substantial nature during the past two years, is incorporated by reference
to Schedules A and D of Form ADV filed by Warburg (SEC File No. 801-07321).

Item 27. Principal Underwriter

(a) Counsellors Securities will act as distributor for Registrant, as
well as for Warburg Pincus Balanced Fund; Warburg Pincus Capital Appreciation
Fund; Warburg Pincus Cash Reserve Fund; Warburg Pincus Central & Eastern Europe
Fund; Warburg Pincus Emerging Growth Fund; Warburg Pincus Emerging Markets Fund;
Warburg Pincus Emerging Markets II Fund; Warburg Pincus European Equity Fund;
Warburg Pincus Fixed Income Fund; Warburg Pincus Global Fixed Income Fund;
Warburg Pincus Global Post-Venture Capital Fund; Warburg Pincus Global
Telecommunications Fund; Warburg Pincus Growth & Income Fund; Warburg Pincus
Health

C-3
<PAGE> 187

Sciences Fund; Warburg Pincus High Yield Fund; Warburg Pincus Institutional
Fund; Warburg Pincus Intermediate Maturity Government Fund; Warburg Pincus
International Growth Fund; Warburg Pincus International Small Company Fund;
Warburg Pincus Japan Growth Fund; Warburg Pincus Japan Small Company Fund;
Warburg Pincus Long-Short Equity Fund; Warburg Pincus Long-Short Market Neutral
Fund; Warburg Pincus Major Foreign Markets Fund; Warburg Pincus Municipal Bond
Fund; Warburg Pincus New York Intermediate Municipal Fund; Warburg Pincus New
York Tax Exempt Fund; Warburg Pincus Post-Venture Capital Fund; Warburg Pincus
Select Economic Value Equity Fund; Warburg Pincus Small Company Growth Fund;
Warburg Pincus Small Company Value Fund; Warburg Pincus Strategic Global Fixed
Income Fund; Warburg Pincus Strategic Value Fund; Warburg Pincus Trust; Warburg
Pincus Trust II; Warburg Pincus U.S. Core Equity Fund; Warburg Pincus U.S. Core
Fixed Income Fund; Warburg Pincus WorldPerks Money Market Fund and Warburg
Pincus WorldPerks Tax Free Money Market Fund.

(b) For information relating to each director, officer or partner of
Counsellors Securities, reference is made to Form BD (SEC File No. 8-32482)
filed by Counsellors Securities under the Securities Exchange Act of 1934, as
amended.

Item 28. Location of Accounts and Records

(1) Warburg, Pincus International Equity Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Fund's Articles of Incorporation, By-laws and minute books)

(2) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(records relating to its functions as custodian, shareholder
servicing agent, transfer agent and dividend disbursing agent)

(3) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as co-administrator)

(4) Counsellors Funds Service, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as co-administrator)

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<PAGE> 188
(5) PNC Bank, National Association
1600 Market Street
Philadelphia, Pennsylvania 19103
(records relating to its functions as custodian)

(6) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as distributor)

(7) Warburg Pincus Asset Management, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as investment adviser)

(8) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
(records relating to its functions as transfer agent and
dividend disbursing agent)

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

C-5
<PAGE> 189
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York and the State of New York, on the 17th
day of December, 1998.

WARBURG, PINCUS INTERNATIONAL
EQUITY FUND, INC.

By:/s/ Eugene L. Podsiadlo
---------------------------
Eugene L. Podsiadlo
President

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment has been signed below by the following persons in the
capacities and on the date indicated:

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John L. Furth Chairman of December 17, 1998
- --------------------------- the Board
John L. Furth of Directors

/s/ Eugene L. Podsiadlo President December 17, 1998
- ---------------------------
Eugene L. Podsiadlo

/s/ Howard Conroy Vice President December 17, 1998
- ------------------------ and Chief
Howard Conroy Financial Officer

/s/ Daniel S. Madden Treasurer and December 17, 1998
- --------------------------- Chief Accounting
Daniel S. Madden Officer

/s/ Richard N. Cooper Director December 17, 1998
- ---------------------------
Richard N. Cooper

/S/ Jack W. Fritz Director December 17, 1998
- ---------------------------
Jack W. Fritz

/S/ Jeffrey E. Garten Director December 17, 1998
- --------------------------
Jeffrey E. Garten

/S/ Thomas A. Melfe Director December 17, 1998
- ---------------------------
Thomas A. Melfe

/S/ Arnold M. Reichman Director December 17, 1998
- ---------------------------
Arnold M. Reichman

/S/ Alexander B. Trowbridge Director December 17, 1998
- ---------------------------
Alexander B. Trowbridge
</TABLE>