Rule 497(e)
Securities Act File No. 033-82362
Investment Company File No. 811-8686
<PAGE>
WARBURG PINCUS JAPAN OTC FUND
Supplement to Prospectus dated February 25, 1997
Effective at the close of business on May 23, 1997, SPARX Investment &
Research, USA, Inc. ("SPARX") will no longer serve as sub-investment adviser to
Warburg Pincus Japan OTC Fund (the "Fund") and Warburg, Pincus Counsellors, Inc.
("Warburg") will assume total investment management responsibilities. P.
Nicholas Edwards, a managing director of Warburg, will become a co-portfolio
manager of the Fund, and Shuhei Abe and Toshikatsu Kimura, both of SPARX, will
no longer participate in portfolio management of the Fund. Mr. Edwards also
serves as portfolio manager of Warburg Pincus Japan Growth Fund.
Dated: May 21, 1997 WPISF-16-0597
<PAGE>
WARBURG PINCUS JAPAN OTC FUND
(Advisor Shares)
Supplement to Prospectus dated February 25, 1997
Effective at the close of business on May 23, 1997, SPARX Investment &
Research, USA, Inc. ("SPARX") will no longer serve as sub-investment adviser to
Warburg Pincus Japan OTC Fund (the "Fund") and Warburg, Pincus Counsellors, Inc.
("Warburg") will assume total investment management responsibilities. P.
Nicholas Edwards, a managing director of Warburg, will become a co-portfolio
manager of the Fund, and Shuhei Abe and Toshikatsu Kimura, both of SPARX, will
no longer participate in portfolio management of the Fund. Mr. Edwards also
serves as portfolio manager of Warburg Pincus Japan Growth Fund.
Dated: May 21, 1997 ADOTC-16-0597
