WARBURG PINCUS EMERGING MARKETS FUND INC, 485BPOS, 2000-02-25

WARBURG PINCUS EMERGING MARKETS FUND INC
485BPOS, 2000-02-25

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<PAGE> 1

As filed with the U.S. Securities and Exchange Commission
on February 25, 2000

Securities Act File No. 33-73498
Investment Company Act File No. 811-8252

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. 10 [x]

and/or

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

Amendment No. 11 [x]
(Check appropriate box or boxes)

Warburg, Pincus Emerging Markets 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

Hal Liebes, Esq.
Warburg, Pincus Emerging Markets 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 29, 2000.

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

[ ] immediately upon filing pursuant to paragraph (b)

[x] on February 29, 2000 pursuant to paragraph (b)

[ ] 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

[Warburg Pincus Funds Logo] [Credit Suisse Asset Management Logo]
PROSPECTUS
Common Class

February 29, 2000

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 are advised by Credit Suisse Asset
Management, LLC.

<PAGE> 4

CONTENTS

<TABLE>
<S> <C>
KEY POINTS.................... .................... 4
Goal and Principal Strategies................... 4
Investor Profile................................ 4
A Word About Risk............................... 5
PERFORMANCE SUMMARY............... ................ 8
Year-by-Year Total Returns...................... 8
Average Annual Total Returns.................... 9
INVESTOR EXPENSES................ ................. 12
Fees and Fund Expenses.......................... 12
Example......................................... 13
THE FUNDS IN DETAIL............... ................ 14
The Management Firms............................ 14
Multi-Class Structure........................... 14
Fund Information Key............................ 15
MAJOR FOREIGN MARKETS FUND............ ............ 16
INTERNATIONAL EQUITY FUND............ ............. 18
INTERNATIONAL SMALL COMPANY FUND......... ......... 20
EMERGING MARKETS FUND.............. ............... 22
GLOBAL POST-VENTURE CAPITAL FUND......... ......... 24
MORE ABOUT RISK................. .................. 26
Introduction.................................... 26
Types of Investment Risk........................ 26
Certain Investment Practices.................... 28
MEET THE MANAGERS................ ................. 31
ABOUT YOUR ACCOUNT................ ................ 35
Share Valuation................................. 35
Buying and Selling Shares....................... 35
Account Statements.............................. 36
Distributions................................... 36
Taxes........................................... 36
OTHER INFORMATION................ ................. 38
About the Distributor........................... 38
FOR MORE INFORMATION............... ............... back cover
</TABLE>

3
<PAGE> 5

KEY POINTS
GOAL AND PRINCIPAL STRATEGIES

<TABLE>
<CAPTION>
FUND/RISK FACTORS GOAL STRATEGIES
<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
- May invest in companies of any
Special-situation size
companies - 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.
4
<PAGE> 6

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.

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

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.

MARKET RISK

All funds

5
<PAGE> 7

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.

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.

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.

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.

6
<PAGE> 8

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7
<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 10 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>
Best quarter: 30.81% (Q4 99)
Worst quarter: -15.07% (Q3 96)
Inception date: 3/31/97
MAJOR FOREIGN MARKETS FUND
--------------------------
<S> <C>
1990
1991
1992
1993
1994
1995
1996
1997
1998 15.94
1999 62.63
</TABLE>

<TABLE>
<CAPTION>
Best quarter: 33.76% (Q4 99)
Worst quarter: -17.79% (Q3 98)
Inception date: 5/2/89
INTERNATIONAL EQUITY FUND
-------------------------
<S> <C>
1990 -4.57
1991 20.6
1992 -4.35
1993 51.26
1994 0.15
1995 10.35
1996 10.55
1997 -4.4
1998 4.59
1999 57
</TABLE>

<TABLE>
<CAPTION>
Best quarter: 49.98% (Q4 99)
Worst quarter: -14.96% (Q3 98)
Inception date: 5/29/98
INTERNATIONAL SMALL COMPANY FUND
--------------------------------
<S> <C>
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999 216.42
</TABLE>

<TABLE>
<CAPTION>
Best quarter: 41.55% (Q4 99)
Worst quarter: -26.30% (Q3 98)
Inception date: 12/30/94
EMERGING MARKETS FUND
---------------------
<S> <C>
1990
1991
1992
1993
1994
1995 17.23
1996 9.94
1997 -19.99
1998 -29.23
1999 85.4
</TABLE>

<TABLE>
<CAPTION>
Best quarter: 62.02% (Q4 99)
Worst quarter: -21.62% (Q3 98)
Inception date: 9/30/96
GLOBAL POST-VENTURE CAPITAL FUND
--------------------------------
<S> <C>
1990
1991
1992
1993
1994
1995
1996
1997 8.72
1998 19.45
1999 140.97
</TABLE>

8
<PAGE> 10

AVERAGE ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS 10 YEARS LIFE OF INCEPTION
PERIOD ENDED 12/31/99: 1999 1995-1999 1990-1999 FUND DATE
<S> <C> <C> <C> <C> <C>
MAJOR FOREIGN MARKETS FUND 62.63% NA NA 27.90% 3/31/97
- ---------------------------------------------------------------------------------------
MSCI EUROPE, AUSTRALASIA AND
FAR EAST INDEX(1) 26.97% NA NA 17.95%
- ----------------------------------------------------
INTERNATIONAL EQUITY FUND 57.00% 13.88% 12.31% 13.79% 5/2/89
- ----------------------------------------------------
MSCI ALL COUNTRY WORLD
EXCLUDING THE U.S. INDEX(2) 31.80% 12.10% NA 8.15%(3)
- ----------------------------------------------------
INTERNATIONAL SMALL COMPANY
FUND 216.42% NA NA 107.48% 5/29/98
- ----------------------------------------------------
MSCI EAFE SMALL CAP INDEX(4) 62.92% NA NA 19.65%
- ----------------------------------------------------
EMERGING MARKETS FUND 85.40% 6.23% NA 6.22% 12/30/94
- ----------------------------------------------------
MSCI EMERGING MARKETS FREE
INDEX(5) 66.41% 2.00% NA 2.00%
- ----------------------------------------------------
GLOBAL POST-VENTURE CAPITAL
FUND 140.97% NA NA 42.24% 9/30/96
- ----------------------------------------------------
RUSSELL 2000 GROWTH INDEX(6) 43.10% NA NA 16.44%
- ----------------------------------------------------
LIPPER GLOBAL FUNDS INDEX(7) 33.68% NA NA 20.48%
- ----------------------------------------------------
MSCI WORLD INDEX(8) 23.56% NA NA 19.91%
</TABLE>

(1) The Morgan Stanley Capital International Europe, Australasia and Far East
Index is an unmanaged index (with no defined investment objective) of
international equities that includes reinvestment of dividends, and is the
exclusive property of Morgan Stanley & Co. Incorporated.

(2) The Morgan Stanley Capital International All Country World Excluding the
U.S. Index is a market-capitalization-weighted index of companies listed on
stock exchanges outside of the U.S.

(3) Performance since April 30, 1989.

(4) The Morgan Stanley Capital International EAFE Small-Cap Index is composed of
small-cap stocks of companies from developed markets outside of North
America.

(5) The Morgan Stanley Capital International Emerging Markets Free Index is a
market-capitalization-weighted index of emerging-market countries determined
by Morgan Stanley. The index includes only those countries open to non-local
investors.

(6) The Russell 2000 Growth Index is an unmanaged index (with no defined
investment objective) of those securities in the Russell 2000 Index with a
greater-than-average growth orientation. It includes reinvestment of
dividends, and is compiled by Frank Russell Company.

(7) The Lipper Global Funds Index is an equal-weighted performance index,
adjusted for capital-gain distributions and income dividends, of the largest
qualifying funds in this investment objective, and is compiled by Lipper
Inc.

(8) The Morgan Stanley Capital International World Index is a market-weighted
average of the performance of securities listed on the stock exchanges of
all developed countries.

9
<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.

10
<PAGE> 12

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11
<PAGE> 13

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, 1999.

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

<S> <C> <C> <C> <C> <C>
SHAREHOLDER FEES
(paid directly from your investment)
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
ANNUAL FUND OPERATING EXPENSES
(deducted from fund assets)
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 .50% .43% 2.36% .88% 2.22%
TOTAL ANNUAL FUND
OPERATING EXPENSES* 1.75% 1.43% 3.71% 2.38% 3.72%
</TABLE>

* Actual fees and expenses for the fiscal year ended October 31, 1999 are shown
below. Fee waivers and expense reimbursements or credits reduced expenses for
some funds during 1999 but may be discontinued at any time:

<TABLE>
<CAPTION>
MAJOR
EXPENSES AFTER FOREIGN INTERNATIONAL EMERGING GLOBAL
WAIVERS AND MARKETS SMALL COMPANY MARKETS POST-VENTURE
REIMBURSEMENTS FUND FUND FUND CAPITAL FUND
<S> <C> <C> <C> <C>
Management fee .53% .00% .55% .00%
Distribution and
service (12b-1)
fee NONE .25% .25% .25%
Other expenses .42% 1.30% .85% 1.40%
----- ----- ----- --------
TOTAL ANNUAL FUND
OPERATING
EXPENSES .95% 1.55% 1.65% 1.65%
</TABLE>

12
<PAGE> 14

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 10 YEARS
<S> <C> <C> <C> <C>
MAJOR FOREIGN MARKETS FUND $ 178 $ 551 $ 949 $2,062
- -----------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND $ 146 $ 452 $ 782 $1,713
- -----------------------------------------------------------------------------------------------
INTERNATIONAL SMALL COMPANY FUND $ 373 $1,135 $1,916 $3,958
- -----------------------------------------------------------------------------------------------
EMERGING MARKETS FUND $ 241 $ 742 $1,270 $2,716
- -----------------------------------------------------------------------------------------------
GLOBAL POST-VENTURE CAPITAL FUND $ 374 $1,138 $1,920 $3,967
</TABLE>

13
<PAGE> 15

THE FUNDS IN DETAIL

THE MANAGEMENT FIRMS

CREDIT SUISSE ASSET
MANAGEMENT, LLC
One Citicorp Center
153 East 53rd Street
New York, NY 10022

- Investment adviser for the funds

- Responsible for managing each fund's assets according to its goal and
strategies

- A member of Credit Suisse Asset Management, the institutional asset
management and mutual fund arm of Credit Suisse Group (Credit Suisse), one of
the world's leading banks

- Credit Suisse Asset Management companies manage approximately $72 billion in
the U.S. and $203 billion globally

- Credit Suisse Asset Management has offices in 14 countries, including
SEC-registered offices in New York and London; other offices (such as those
in Budapest, Frankfurt, Milan, Moscow, Paris, Prague, Sydney, Tokyo, Warsaw
and Zurich) are not registered with the U.S. Securities and Exchange
Commission

For easier reading, Credit Suisse Asset Management, LLC will be referred to
as "CSAM" or "we" throughout this Prospectus.

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

- Sub-investment 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-situation investments

- Currently manages approximately $4.2 billion in assets

MULTI-CLASS STRUCTURE

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

The International Equity, Emerging Markets and Global Post-Venture Capital
funds offer Advisor Class shares described in separate prospectuses. Advisor
Class shares are available through financial-services firms. The Emerging
Markets Fund also offers Institutional Class shares described in a separate
prospectus.

14
<PAGE> 16

FUND INFORMATION KEY

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

GOAL AND STRATEGIES
The fund's particular investment goal and the strategies it intends to use in
pursuing that goal. 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 1999 fiscal year. Future expenses may be higher
or lower.

- MANAGEMENT FEE The fee paid to the investment adviser and sub-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 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.

15
<PAGE> 17

MAJOR FOREIGN MARKETS FUND

GOAL AND STRATEGIES

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 and 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

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.
16
<PAGE> 18

PORTFOLIO MANAGEMENT

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

INVESTOR EXPENSES

Management fee .53%

Distribution and
service (12b-1) fee None

All other expenses .42%

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

Total expenses .95%

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
PERIOD ENDED: 10/99 10/98 10/97(1)
<S> <C> <C> <C>
PER-SHARE DATA
- --------------------------------------------------------------------------------
Net asset value, beginning of period $10.78 $11.06 $10.00
- --------------------------------------------------------------------------------
Investment activities:
Net investment income 0.09 0.27 0.08
Net gain or losses on investments and foreign currency
related items (both realized and unrealized) 4.02 (.06) 0.98
- --------------------------------------------------------------------------------
Total from investment activities 4.11 0.21 1.06
- --------------------------------------------------------------------------------
Distributions:
From net investment income (0.11) (0.24) 0.00
From realized capital gains 0.00 (0.25) 0.00
- --------------------------------------------------------------------------------
Total distributions (0.11) (0.49) 0.00
- --------------------------------------------------------------------------------
Net asset value, end of period $14.78 $10.78 $11.06
- --------------------------------------------------------------------------------
Total return 38.52% 2.26% 10.60%(2)
- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
Net assets, end of period (000s omitted) $79,383 $39,021 $4,796
Ratio of expenses to average net assets .96%(4) .95%(4) .95%(3,4)
Ratio of net income to average net assets .92% 1.50% 1.18%(3)
Decrease reflected in above operating expense ratios due to
waivers/reimbursements .55% 1.07% 6.69%(3)
Portfolio turnover rate 151.27% 115.76% 30.29%(2)
</TABLE>

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

(2) Not annualized.

(3) Annualized.

(4) Interest earned on uninvested cash balances is used to offset portions of
the transfer agent expenses. These arrangements resulted in a reduction to
the Common Class shares' expenses by .01%, .00% and .00% for the years ended
October 31, 1999, 1998 and for the period ended October 31, 1997,
respectively. The Common Class shares' operating expense ratios after
reflecting these arrangements were .95%, .95% and .95% for the years ended
October 31, 1999, 1998 and for the period ended October 31, 1997,
respectively.

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<PAGE> 19

INTERNATIONAL EQUITY FUND

GOAL AND STRATEGIES

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.

18
<PAGE> 20

PORTFOLIO MANAGEMENT

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

INVESTOR EXPENSES

Management fee 1.00%
Distribution and service
(12b-1) fee None

All other expenses .43%

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

Total expenses 1.43%

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
PERIOD ENDED: 10/99 10/98 10/97 10/96 10/95
<S> <C> <C> <C> <C> <C>
PER-SHARE DATA
- ---------------------------------------------------------------------------------------------------
Net asset value, beginning of
year $16.64 $20.76 $20.69 $19.30 $20.51
- ---------------------------------------------------------------------------------------------------
Investment activities:
Net investment income 0.13 0.12(1) 0.04 0.22 0.12
Net gains or losses on
investments
and foreign currency related
items
(both realized and unrealized) 5.11 (1.38) 0.88 1.73 (0.67)
- ---------------------------------------------------------------------------------------------------
Total from investment activities 5.24 (1.26) 0.92 1.95 (0.55)
- ---------------------------------------------------------------------------------------------------
Distributions:
From net investment income 0.00 (0.14) (0.11) (0.56) (0.13)
From realized gains 0.00 (2.72) (0.74) 0.00 (0.53)
- ---------------------------------------------------------------------------------------------------
Total distributions 0.00 (2.86) (0.85) (0.56) (0.66)
- ---------------------------------------------------------------------------------------------------
Net asset value, end of year $21.88 $16.64 $20.76 $20.69 $19.30
- ---------------------------------------------------------------------------------------------------
Total return 31.49% (6.12%) 4.54% 10.35% (2.55%)
- ---------------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------
Net assets, end of year
(000s omitted) $970,530 $1,283,673 $2,312,042 $2,885,453 $2,068,207
Ratio of expenses to average net
assets 1.44%(2) 1.36%(2) 1.33%(2) 1.38%(2) 1.39%
Ratio of net income to average
net assets .59% .65% .56% .62% .69%
Portfolio turnover rate 116.35% 95.44% 61.80% 32.49% 39.24%
</TABLE>

(1) Per share information is calculated using the average shares outstanding
method.

(2) Interest earned on uninvested cash balances is used to offset portions of
the transfer agent expenses. These arrangements resulted in a reduction to
the Common Class shares' expenses by .01%, .00%, .01% and .01%, for the
years ended October 31, 1999, 1998, 1997 and 1996, respectively. The Common
Class shares' operating expense ratios after reflecting these arrangements
were 1.43%, 1.36%, 1.32% and 1.37% for the years ended October 31, 1999,
1998, 1997 and 1996, respectively.

19
<PAGE> 21

INTERNATIONAL SMALL COMPANY FUND

GOAL AND STRATEGIES

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 December 31, 1999, the largest
market capitalization of companies represented in the EAFE Small Cap Index was
$2.15 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.

20
<PAGE> 22

RISK FACTORS

This fund's principal risk factors are:
- market risk
- foreign securities
- start-up and other small companies

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 and J.H. Cullum Clark are Co-Portfolio Managers of the fund.
You can find out more about the fund's managers in "Meet the Managers."

INVESTOR EXPENSES

Management fee .00%

Distribution and service (12b-1) fee .25%

All other expenses 1.30%

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

Total expenses 1.55%
FINANCIAL HIGHLIGHTS
The figures below have been audited by the fund's independent auditors,
PricewaterhouseCoopers LLP.

<TABLE>
<CAPTION>
PERIOD ENDED: 10/99 10/98(1)
<S> <C> <C> <C>
PER-SHARE DATA
- ---------------------------------------------------------------------------------
Net asset value, beginning of period $8.61 $10.00
- ---------------------------------------------------------------------------------
Investment activities:
Net investment income (loss) (0.02) 0.01
Net gains or losses on investments and foreign currency
related items (both realized and unrealized) 13.55 (1.40)
- ---------------------------------------------------------------------------------
Total from investment activities 13.53 (1.39)
- ---------------------------------------------------------------------------------
Net asset value, end of period $22.14 $8.61
- ---------------------------------------------------------------------------------
Total return 157.14% (13.90%)(2)
- ---------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- ---------------------------------------------------------------------
Net assets, end of period (000s omitted) $20,485 $1,242
Ratio of expenses to average net assets 1.56%(3) 1.55%(3,4)
Ratio of net income (loss) to average net assets (.34)% .38%(4)
Decrease reflected in above operating expense ratios due to
waivers/reimbursements 2.16% 11.50%(4)
Portfolio turnover rate 274.12% 61.33%(2)
</TABLE>

(1) For the period May 29, 1998 (Commencement of Operations) through October 31,
1998.
(2) Not annualized.

(3) Interest earned on uninvested cash balances is used to offset portions of
the transfer agent expenses. These arrangements resulted in a reduction to
the Common Class shares' expenses by .01%, and .00%, for the year ended
October 31, 1999 and for the period ended October 31, 1998. The Common Class
shares' operating expense ratios after reflecting these arrangements were
1.55% and 1.55% for the year ended October 31, 1999 and the period ended
October 31, 1998, respectively.

(4) Annualized.
21
<PAGE> 23

EMERGING MARKETS FUND

GOAL AND STRATEGIES

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 European countries, 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 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.
22
<PAGE> 24

PORTFOLIO MANAGEMENT

Harold E. Sharon and Vincent J. McBride are Co-Portfolio Managers of the
fund. Associate Portfolio Managers Jun Sung Kim and Frederico D. Laffan assist
them. The Credit Suisse Asset Management International Equity Team is also
responsible for the management of the fund. You can find out more about the
fund's managers in "Meet the Managers."

INVESTOR EXPENSES

Management fee .55%

Distribution and service
(12b-1) fee .25%

All other expenses .85%

------------
Total expenses 1.65%

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
PERIOD ENDED: 10/99 10/98 10/97 10/96 10/95(1)
<S> <C> <C> <C> <C> <C>
PER-SHARE DATA
- --------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $6.59 $10.82 $12.19 $11.28 $10.00
- --------------------------------------------------------------------------------------------------------------
Investment activities:
Net investment income 0.05 0.11 0.04 0.07 0.08
Net gains or losses on investments and
foreign currency related items (both
realized and unrealized) 2.63 (3.86) (1.34) 0.99 1.25
- --------------------------------------------------------------------------------------------------------------
Total from investment activities 2.68 (3.75) (1.30) 1.06 1.33
- --------------------------------------------------------------------------------------------------------------
Distributions:
From net investment income 0.00 (0.04) (0.03) (0.08) (0.05)
From realized capital gains 0.00 (0.44) (0.04) (0.07) 0.00
- --------------------------------------------------------------------------------------------------------------
Total distributions 0.00 (0.48) (0.07) (0.15) (0.05)
- --------------------------------------------------------------------------------------------------------------
Net asset value, end of period $9.27 $6.59 $10.82 $12.19 $11.28
- --------------------------------------------------------------------------------------------------------------
Total return 40.67% (35.95%) (10.71%) 9.46% 13.33%(2)
- --------------------------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted) $67,783 $60,189 $155,806 $218,421 $6,780
Ratio of expenses to average net assets 1.66%(4) 1.65%(4) 1.66%(4) 1.62%(4) 1.00%(3)
Ratio of net income to average net assets .55% 1.00% .24% .31% 1.25%(3)
Decrease reflected in above operating
expense ratios due to
waivers/reimbursements .73% .63% .46% .77% 11.08%(3)
Portfolio turnover rate 196.07% 125.59% 92.48% 61.84% 57.76%(2)
</TABLE>

(1) For the period December 30, 1994 (Commencement of Operations) through
October 31, 1995.
(2) Not annualized.
(3) Annualized.

(4) Interest earned on uninvested cash balances is used to offset portions of
the transfer agent expenses. These arrangements resulted in a reduction to
the Common Class shares' expenses by .01%, .00%, .01% and .01%, for the
years ended October 31, 1999, 1998, 1997 and 1996, respectively. The Common
Class shares' operating expense ratios after reflecting these arrangements
were 1.65%, 1.65%, 1.65% and 1.61% for the years ended October 31, 1999,
1998, 1997 and 1996, respectively.

23
<PAGE> 25

GLOBAL POST-VENTURE CAPITAL FUND

GOAL AND STRATEGIES

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
- rights and warrants
- securities convertible into 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

The value of your investment generally will fluctuate in response to
stock-market movements. Because the fund invests internationally, it carries
additional risks, including currency, information and political risks. Investing
in start-up and other small companies may expose the 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
24
<PAGE> 26

certain other investment practices the fund may use. Please read that section
carefully before you invest.
PORTFOLIO MANAGEMENT

Elizabeth B. Dater, J.H. Cullum Clark 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 .00%

Distribution and service
(12b-1) fee .25%

All other expenses 1.40%

------------
Total expenses 1.65%

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
PERIOD ENDED: 10/99 10/98 10/97 10/96(1)
<S> <C> <C> <C> <C>
PER-SHARE DATA
- ---------------------------------------------------------------------------------------------
Net asset value, beginning of period $10.53 $11.15 $9.86 $10.00
- ---------------------------------------------------------------------------------------------
Investment activities:
Net investment loss (0.09) (0.02) (0.13) 0.00
Net gains or losses on investments and foreign
currency related items (both realized and
unrealized) 8.84 (0.20) 1.42 (0.14)
- ---------------------------------------------------------------------------------------------
Total from investment activities 8.75 (0.22) 1.29 (0.14)
- ---------------------------------------------------------------------------------------------
Distributions:
From net investment income 0.00 (0.29) 0.00 0.00
From realized capital gains (0.03) (0.11) 0.00 0.00
Total distributions (0.03) (0.40) 0.00 0.00
- ---------------------------------------------------------------------------------------------
Net asset value, end of period $19.25 $10.53 $11.15 $9.86
- ---------------------------------------------------------------------------------------------
Total return 83.36% (1.91%) 13.08% (1.40%)(2)
- ---------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted) $7,263 $3,661 $3,197 $3,007
Ratio of expenses to average net assets 1.66%(4) 1.65%(4) 1.66%(4) 1.65%(3,4)
Ratio of net loss to average net assets (.61%) (1.01%) (.96%) (.20%)(3)
Decrease reflected in above operating expense ratios
due to waivers/reimbursements 2.07% 3.90% 6.48% 21.71%(3)
Portfolio turnover rate 239.88% 186.67% 207.25% 5.85%(2)
</TABLE>

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

(2) Not annualized.

(3) Annualized.

(4) Interest earned on uninvested cash balances is used to offset portions of
the transfer agent expenses. These arrangements resulted in a reduction to
the Common Class shares' expenses by .01%, .00%, .01% and .00%, for the
years ended October 31, 1999, 1998, 1997 and 1996, respectively. The Common
Class shares' expense ratios after reflecting these arrangements were 1.65%,
1.65%, 1.65% and 1.65% for the years ended October 31, 1999, 1998, 1997 and
1996, respectively.

25
<PAGE> 27

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.

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.

EXTENSION RISK An unexpected rise in interest rates may extend the life of a
mortgage-backed security beyond the expected prepayment time, typically reducing
the security's value.

INFORMATION RISK Key information about an issuer, security or market may be
inaccurate or unavailable.
26
<PAGE> 28

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.

PREPAYMENT RISK Securities with high stated interest rates may be prepaid
prior to maturity. During periods of falling interest rates, a fund would
generally have to reinvest the proceeds at lower rates.

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 inability of a computer system to distinguish
the year 2000 from the year 1900 (the "Year 2000 Issue") could cause
difficulties for system users after December 31, 1999. Although this date has
passed, the impact of the failure by companies or foreign markets in which a
fund invests to address the Year 2000 Issue effectively could continue to be
felt into 2000 and may negatively impact the funds' performance.

27
<PAGE> 29

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>
INTERNATIONAL INTERNATIONAL EMERGING GLOBAL
MAJOR EQUITY SMALL MARKETS POST-
FOREIGN FUND COMPANY FUND VENTURE
MARKETS FUND CAPITAL
FUND FUND
<S> <C> <C> <C> <C> <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% 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 TRANSACTIONS Instruments, such as options, futures
or forwards, intended to manage fund exposure to currency
risk or to enhance total return. 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.(1) Correlation, credit, currency, hedged
exposure, liquidity, political, speculative exposure,
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%/ [-] [ ]
- ----------------------------------------------------------------------------------------------------------------------
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.(1) Correlation,
currency, hedged exposure, interest-rate, market,
speculative exposure risks.(2) [ ] [ ] [ ] [ ] [ ]
- ----------------------------------------------------------------------------------------------------------------------
INVESTMENT-GRADE DEBT SECURITIES Debt securities rated
within the four highest grades (AAA/Aaa through BBB/Baa) by
Standard & Poor's or Moody's rating service, and unrated
securities of comparable quality. Credit, interest-rate,
market risks. 35% 35% 35% 35% 35%
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

28
<PAGE> 30

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

INVESTMENT PRACTICE LIMIT
<S> <C> <C> <C> <C> <C>
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES Debt
securities backed by pools of mortgages, including
passthrough certificates and other senior classes of
collateralized mortgage obligations (CMOs), or other
receivables. Credit, extension, interest-rate,
liquidity, prepayment 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% 5% /35%/ 5%
- ---------------------------------------------------------------------------------------------------------------------------------
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 and write both put and
call options for hedging or speculative purposes.(1)
Correlation, credit, hedged exposure, liquidity,
market, speculative exposure risks. 25% 25% 25% 25% 25%
- ---------------------------------------------------------------------------------------------------------------------------------
PRIVATE FUNDS 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 Certain
securities with restrictions on trading, or those not
actively traded. May include private placements.
Liquidity, market, valuation risks. /15%/ 10% /15%/ /15%/ /15%/
- ---------------------------------------------------------------------------------------------------------------------------------
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. 33 1/3% 33 1/3% 33 1/3% 33 1/3% 33 1/3%
- ---------------------------------------------------------------------------------------------------------------------------------
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. -- -- 10% -- 10%
- ---------------------------------------------------------------------------------------------------------------------------------
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. [ ] -- [ ] [ ] [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

29
<PAGE> 31

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

INVESTMENT PRACTICE LIMIT
<S> <C> <C> <C> <C> <C>
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. [ ] [ ] [ ] [ ] /10%/
- ---------------------------------------------------------------------------------------------------------------------------------
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. [-] [-] [-] [-] [-]
- ---------------------------------------------------------------------------------------------------------------------------------
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 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. [ ] [ ] [ ] [ ] [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
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. [ ] [ ] [ ] [ ] [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
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% 20% 20% 20% 20%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) 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.
(2) 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.

30
<PAGE> 32

MEET THE MANAGERS

[Dater PHOTO]

ELIZABETH B. DATER
Managing Director

- Co-Portfolio Manager,
Global Post-Venture Capital Fund since fund inception

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- 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 CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1995

- Previously director at Jardine Fleming Investment Advisers, Tokyo, 1984 to
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 CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1995
- Previously senior vice president,
portfolio manager and analyst at Templeton Investment Counsel Inc., 1987 to
1995

[SHARON PHOTO]

HAROLD E. SHARON
Managing Director

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

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

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

- Co-Portfolio Manager, Emerging Markets Fund since July 1999

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since March 1998

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

Job titles indicate position with the investment adviser.

31
<PAGE> 33

[Clark Photo]

J.H. CULLUM CLARK, CFA
Director

- Co-Portfolio Manager,
Global Post-Venture Capital Fund since March 1999

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

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

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1996

- Previously analyst and portfolio manager with Brown Brothers Harriman, 1993
to 1996

[Jacobson Photo]

TODD JACOBSON, CFA
Director

- Associate Portfolio Manager,
Major Foreign Markets Fund since March 1999

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1997

- Analyst at Brown Brothers Harriman, 1993 to 1997

[LAFFAN PHOTO]

FEDERICO D. LAFFAN
Director

- Associate Portfolio Manager,
Emerging Markets Fund since April 1998

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1997
- Senior manager and partner with Green Cay Asset Management, 1996 to 1997
- Senior portfolio manager and director with Foreign & Colonial Emerging
Markets, London, 1990 to 1996

[MCBRIDE PHOTO]

VINCENT J. MCBRIDE
Director

- 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 fund inception

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1994

32
<PAGE> 34

[NIERMAN PHOTO]

NANCY NIERMAN
Director

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

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1996

- Previously analyst with Fiduciary Trust Company International, 1992 to 1996

[KIM PHOTO]

JUN SUNG KIM
Vice President

- Associate Portfolio Manager, Emerging Markets Fund since April 1998

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1997

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

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

SUB-INVESTMENT 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-investment adviser. Mr. Held has been with Abbott
since 1986, while Mr. Gray joined the firm in 1989.

33
<PAGE> 35

The day-to-day portfolio management of the Emerging Markets Fund is also
the responsibility of the Credit Suisse Asset Management International Equity
Management Team. The team consists of the following individuals:

[WATT PHOTO]

RICHARD WATT
Managing Director

- Team member since 1995

- With CSAM since 1995

- Director and head of emerging markets investments and research at Gartmore
Investment Limited in London, 1992 to 1995

[ALEJOS PHOTO]

EMILY ALEJOS
Director

- Team member since 1997

- With CSAM since 1997

- Vice president and emerging markets portfolio manager with Bankers Trust,
1993 to 1997

[HRABCHAK PHOTO]

ROBERT B. HRABCHAK
Director

- Team member since 1997

- With CSAM since 1997

- Senior portfolio manager at Merrill Lynch Asset Management, 1995 to 1997

- Associate at Salomon Brothers, 1993 to 1995

[ZLATAR PHOTO]

ALAN ZLATAR
Vice President

- Team member since 1997

- With CSAM since 1997

- European equity analyst at Credit Suisse Group in Zurich, 1994 to 1997

34
<PAGE> 36

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 of Directors 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-investment 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 funds. Please read their program
materials for any special provisions or additional service features that may
apply to your investment. Certain features of the funds, such as the minimum
initial or subsequent investment amounts, may be modified.

35
<PAGE> 37

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 also receive annual and semiannual financial reports.

DISTRIBUTIONS

As a fund investor, you will receive distributions.

Each fund may earn 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 dividends 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. If your account is not a tax-advantaged account, you should be
especially aware of the following 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. Distributions from a fund's long-term capital
gains are taxed as long-term capital gains, regardless of how long you have held
fund shares. Distributions from other sources are generally taxed as ordinary
income.

If you buy shares shortly before or on the "record date"--the date that
establishes you as the person to receive

36
<PAGE> 38

the upcoming distribution--you will 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, including the portion taxable as long-term
capital gains.

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.

37
<PAGE> 39

OTHER INFORMATION

ABOUT THE DISTRIBUTOR

Provident Distributors, Inc. (PDI), located at Four Falls Corporate Center,
West Conshohocken, PA 19428-2961, is the funds' distributor and is responsible
for making the funds available to you. PDI is not affiliated with CSAM.

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 Credit Suisse Asset Management Securities, Inc.
(CSAMSI) for providing certain shareholder and other services related to the
sale of the Common Class. Under the plan, CSAMSI 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 ongoing basis, over time they will
increase the cost of your investment and may cost you more than paying other
types of sales charges.

38
<PAGE> 40
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), which provides more
detail about the funds, 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 202-942-8090) or by sending your request and a duplicating fee to the
SEC's Public Reference Section, Washington, DC 20549-6009 or electronically at
[email protected].

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

66 Brooks Drive

Braintree, MA 02184

ON THE INTERNET:
www.warburg.com

SEC FILE NUMBERS:

<TABLE>
<S> <C>
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
</TABLE>

[Warburg Pincus Funds Logo]
P.O. BOX 9030, BOSTON, MA 02205-9030
800-WARBURG (800-927-2874) - www.warburg.com

PROVIDENT DISTRIBUTORS, INC., DISTRIBUTOR. WPISF-1-0200

<PAGE> 41

[Warburg Pincus Funds Logo][Credit Suisse Asset Management Logo]

WARBURG PINCUS FUNDS
SHAREHOLDER
GUIDE

Common Class

February 29, 2000

This Shareholder Guide is incorporated into and legally part of each
Warburg Pincus (Common Class) prospectus.

Warburg Pincus Funds are advised by Credit Suisse Asset Management, LLC
<PAGE> 42

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 government checks.

MINIMUM INITIAL INVESTMENT

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

(*) $25,000 minimum for Long-Short Fund.

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
66 Brooks Drive
Braintree, MA 02184

INTERNET WEB SITE
www.warburg.com
2
<PAGE> 43

<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> 44

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 the Japan Small Company Fund only: The fund imposes a 1.00% redemption
fee (short-term trading fee) on fund shares redeemed or exchanged less than six
months from purchase. This fee is calculated based on the shares' net asset
value at redemption and deducted from the redemption proceeds. The fee is paid
to the fund to offset costs associated with short-term shareholder trading. It
does not apply to shares acquired through reinvestment of distributions. For
purposes of computing the redemption fee, any shares bought through reinvestment
of distributions will be redeemed first without charging the fee, followed by
the shares held longest. The redemption fee applies to fund shares purchased on
or after November 17, 1999.

4
<PAGE> 45

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

For fund shares purchased other than by bank wire, bank check, U.S. Treasury
check, certified check or money order, the funds will delay payment of your cash
redemption proceeds for 10 calendar days from the day of purchase. At any time
during this period, you may exchange into another fund.

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
Value 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> 46

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.

SAVEMYMONEY PROGRAM

SaveMyMoney(SM) is a low minimum, automatic investing program that makes it
easy to build a mutual fund portfolio. For an initial investment of $250 along
with a minimum $50 monthly investment, you can invest in certain Warburg Pincus
funds. The SaveMyMoney Program will automatically transfer the monthly
investment amount you designate from your bank account.

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

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 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.

6
<PAGE> 47

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
when the NYSE is closed or trading on the NYSE is restricted, or any other
time that the SEC permits)

- modify or waive its minimum investment requirements for investments through
certain financial-services firms and for employees and clients of its adviser,
sub-adviser, distributor and their affiliates and, for the Long-Short Fund,
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

7
<PAGE> 48

[Warburg Pincus Funds Logo]

P.O. BOX 9030, BOSTON, MA 02205-9030
800-WARBURG (800-927-2874) - www.warburg.com

PROVIDENT DISTRIBUTORS, INC., DISTRIBUTOR WPCOM-31-0200

<PAGE> 49

[Warburg Pincus Logo] [Credit Suisse Logo]

PROSPECTUS
Advisor Class

February 29, 2000

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 Advisor Funds are advised by Credit Suisse
Asset Management, LLC.

<PAGE> 50

CONTENTS

<TABLE>
<S> <C>
KEY POINTS.................... .................... 4
Goal and Principal Strategies................... 4
Investor Profile................................ 4
A Word About Risk............................... 5
PERFORMANCE SUMMARY............... ................ 8
Year-by-Year Total Returns...................... 8
Average Annual Total Returns.................... 9
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
EMERGING MARKETS FUND.............. ............... 14
GLOBAL POST-VENTURE CAPITAL FUND......... ......... 18
MORE ABOUT RISK................. .................. 20
Introduction.................................... 20
Types of Investment Risk........................ 20
Certain Investment Practices.................... 22
MEET THE MANAGERS................ ................. 25
ABOUT YOUR ACCOUNT................ ................ 28
Share Valuation................................. 28
Account Statements.............................. 28
Distributions................................... 28
Taxes........................................... 29
OTHER INFORMATION................ ................. 30
About the Distributor........................... 30
BUYING SHARES.................. ................... 32
SELLING SHARES.................. .................. 34
SHAREHOLDER SERVICES............... ............... 36
OTHER POLICIES.................. .................. 37
FOR MORE INFORMATION............... ............... back cover
</TABLE>

3
<PAGE> 51
KEY POINTS
GOAL AND PRINCIPAL STRATEGIES

<TABLE>
<CAPTION>
FUND/RISK FACTORS GOAL STRATEGIES
<S> <C> <C>
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 investment
Non-diversified approach
status - Invests primarily in equity
GLOBAL POST-VENTURE Long-term growth of securities of companies considered to be
CAPITAL FUND capital in their post-venture-capital stage of
Risk factors: development
Market risk - Intends to invest at least 35% of
Foreign securities assets in non-U.S. companies
Start-up and other
small companies - May invest in companies of any size
Special-situation - Takes a growth investment approach
companies 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> 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.

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.

EMERGING-MARKETS FOCUS

Emerging Markets Fund

FOREIGN SECURITIES

Both 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.

MARKET RISK

Both funds

5
<PAGE> 53

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.

NON-DIVERSIFIED STATUS

Emerging Markets Fund

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.

START-UP AND OTHER SMALL COMPANIES

Global Post-Venture Capital Fund

6
<PAGE> 54

This page intentionally left blank

7
<PAGE> 55

PERFORMANCE SUMMARY

The bar chart and the table below 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 10 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>
EMERGING MARKETS FUND
---------------------
<S> <C>
1989
1990
1991
1992
1993
1994
1995 17.03
1996 9.74
1997 -20.18
1998 -31.19
1999 84.74
</TABLE>

<TABLE>
<CAPTION>
GLOBAL POST-VENTURE CAPITAL FUND
--------------------------------
<S> <C>
1989
1990
1991
1992
1993
1994
1995
1996
1997 8.31
1998 19.14
1999 140.47
</TABLE>

8
<PAGE> 56

AVERAGE ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS 10 YEARS LIFE OF INCEPTION
PERIOD ENDED 12/31/99: 1999 1995-1999 1990-1999 FUND DATE
<S> <C> <C> <C> <C> <C>
EMERGING MARKETS FUND 84.74% 5.44% N/A 5.43% 12/30/94
MSCI EMERGING MARKETS FREE
INDEX(1) 66.41% 2.00% N/A 2.00%
GLOBAL POST-VENTURE CAPITAL
FUND 140.47% NA NA 41.83% 9/30/96
RUSSELL 2000 GROWTH INDEX(2) 43.10% NA NA 16.44%
LIPPER GLOBAL FUNDS INDEX(3) 33.68% NA NA 20.48%
MSCI WORLD INDEX(4) 23.56% NA NA 19.91%
</TABLE>

(1) The Morgan Stanley Capital International Emerging Markets Free Index is a
market-capitalization-weighted index of emerging-market countries determined
by Morgan Stanley. The index includes only those countries open to non-local
investors.
(2) The Russell 2000 Growth Index is an unmanaged index (with no defined
investment objective) of those securities in the Russell 2000 Index with a
greater-than-average growth orientation. It includes reinvestment of
dividends, and is compiled by Frank Russell Company.

(3) The Lipper Global Funds Index is an equal-weighted performance index,
adjusted for capital-gain distributions and income dividends, of the largest
qualifying funds in this investment objective, and is compiled by Lipper
Inc.

(4) The Morgan Stanley Capital International World Index is a market-weighted
average of the performance of securities listed on the stock exchanges of
all developed countries.

- 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.

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

9
<PAGE> 57

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, 1999.

<TABLE>
<CAPTION>
EMERGING GLOBAL
MARKETS POST-VENTURE
FUND CAPITAL FUND
<S> <C> <C>
SHAREHOLDER FEES
(paid directly from your investment)
Sales charge "load" on purchases NONE NONE
Deferred sales charge "load" NONE NONE
Sales charge "load" on reinvested distributions NONE NONE
Redemption fees NONE NONE
Exchange fees NONE NONE
ANNUAL FUND OPERATING EXPENSES
(deducted from fund assets)
Management fee 1.25% 1.25%
Distribution and service (12b-1) fee .50% .50%
Other expenses .95% 1.42%
TOTAL ANNUAL FUND OPERATING EXPENSES* 2.70% 3.17%
</TABLE>

* Actual fees and expenses for the fiscal year ended October 31, 1999 are shown
below. Fee waivers and expense reimbursements or credits reduced some expenses
during 1999 but may be discontinued at any time:

<TABLE>
<CAPTION>
EMERGING GLOBAL
MARKETS POST-VENTURE
EXPENSES AFTER WAIVERS AND REIMBURSEMENTS FUND CAPITAL FUND
<S> <C> <C>
Management fee .55% .00%
Distribution and service (12b-1) fee .50% .50%
Other expenses .85% 1.40%
----- -----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.90% 1.90%
</TABLE>

10
<PAGE> 58

EXAMPLE

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS 10 YEARS
<S> <C> <C> <C> <C>
EMERGING MARKETS FUND $273 $838 $1,430 $3,032
GLOBAL POST-VENTURE CAPITAL FUND $320 $977 $1,659 $3,476
</TABLE>

11
<PAGE> 59

THE FUNDS IN DETAIL

THE MANAGEMENT FIRMS

CREDIT SUISSE ASSET
MANAGEMENT, LLC
One Citicorp Center
153 East 53rd Street
New York, NY 10022

- Investment adviser for the funds

- Responsible for managing each fund's assets according to its goal and
strategies

- A member of Credit Suisse Asset Management, the institutional asset
management and mutual fund arm of Credit Suisse Group (Credit Suisse), one of
the world's leading banks

- Credit Suisse Asset Management companies manage approximately $72 billion in
the U.S. and $203 billion globally

- Credit Suisse Asset Management has offices in 14 countries, including SEC-
registered offices in New York and London; other offices (such as those in
Budapest, Frankfurt, Milan, Moscow, Paris, Prague, Sydney, Tokyo, Warsaw and
Zurich) are not registered with the U.S. Securities and Exchange Commission

For easier reading, Credit Suisse Asset Management, LLC will be referred to
as "CSAM" or "we" throughout this Prospectus.

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

- Sub-investment 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-situation investments

- Currently manages approximately $4.2 billion in assets

MULTI-CLASS STRUCTURE

The Global Post-Venture Capital Fund offers two classes of shares, Common and
Advisor. The Emerging Markets Fund offers three classes of shares, Common,
Advisor and Institutional. This Prospectus offers the Advisor Class of shares,
which are sold through financial services firms.

Common Class shares and Institutional Class shares are described in separate
prospectuses.

12
<PAGE> 60

FUND INFORMATION KEY

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

GOAL AND STRATEGIES
The fund's particular investment goal and the strategies it intends to use in
pursuing that goal. 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 1999 fiscal year. Future expenses may be higher
or lower.

- MANAGEMENT FEE The fee paid to the investment adviser and sub-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.

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.

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

13
<PAGE> 61

EMERGING MARKETS FUND

GOAL AND STRATEGIES

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 European countries, Japan, Australia and New Zealand) are
considered emerging markets.

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
14
<PAGE> 62

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.

PORTFOLIO MANAGEMENT

INVESTOR EXPENSES

Management fee .55%

Distribution and service
(12b-1) fee .50%

All other expenses .85%

------------
Total expenses 1.90%

15
<PAGE> 63

FINANCIAL HIGHLIGHTS

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

PERIOD ENDED: 10/99 10/98 10/97 10/96 10/95(1)
<S> <C> <C> <C> <C> <C>
PER-SHARE DATA
- ------------------------------------------------------------------------------------------------
Net asset value, beginning of period $6.44 $10.87 $12.21 $11.30 $10.00
- ------------------------------------------------------------------------------------------------
Investment activities:
Net investment income (loss) 0.04 0.21 0.00 (0.08) 0.14
Net gains or losses on investments
and foreign currency related items
(both realized and unrealized) 2.55 (4.16) (1.33) 1.11 1.19
- ------------------------------------------------------------------------------------------------
Total from investment activities 2.59 (3.95) (1.33) 1.03 1.33
- ------------------------------------------------------------------------------------------------
Distributions:
From net investment income 0.00 (0.04) 0.00 (0.05) (0.03)
From realized capital gains 0.00 (0.44) (0.01) (0.07) 0.00
- ------------------------------------------------------------------------------------------------
Total distributions 0.00 (0.48) (0.01) (0.12) (0.03)
- ------------------------------------------------------------------------------------------------
Net asset value, end of period $9.03 $ 6.44 $10.87 $12.21 $11.30
- ------------------------------------------------------------------------------------------------
Total return 40.22% (37.71%) (10.94%) 9.20% 13.29%(2)
- ------------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------
Net assets, end of period (000s
omitted) $42 $26 $266 $149 $1
Ratio of expenses to average net
assets 1.91%(4) 1.90%(4) 1.90%(4) 1.90%(4) 1.22%(3)
Ratio of net income (loss) to average
net assets .81% 1.01% (.09%) (.57%) 1.76%(3)
Decrease reflected in above operating
expense ratios due to
waivers/reimbursements .80% .94% .58% .65% 16.36%(3)
Portfolio turnover rate 196.07% 125.59% 92.48% 61.84% 57.76%(2)
- ------------------------------------------------------------------------------------------------
</TABLE>

(1) For the period December 30, 1994 (Commencement of Operations) through
October 31, 1995.
(2) Not 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 Advisor Class shares' expenses by .01%, .00%, .00% and .00% for the
years ended October 31, 1999, 1998, 1997 and 1996, respectively. The Advisor
Class shares' operating expense ratios after reflecting these arrangements
were 1.90%, 1.90%, 1.90% and 1.90% for the years ended October 31, 1999,
1998, 1997 and 1996, respectively.

16
<PAGE> 64

This page intentionally left blank

17
<PAGE> 65

GLOBAL POST-VENTURE CAPITAL FUND

GOAL AND STRATEGIES

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

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

- rights and warrants

- securities convertible into common stocks

- partnership interests

The fund may invest:

- 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

fund may use. Please read that section carefully before you invest.
PORTFOLIO MANAGEMENT

INVESTOR EXPENSES

Management fee .00%

Distribution and service
(12b-1) fee .50%

All other expenses 1.40%

------------
Total expenses 1.90%

FINANCIAL HIGHLIGHTS

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

PERIOD ENDED: 10/99 10/98 10/97 10/96(1)
<S> <C> <C> <C> <C>
PER-SHARE DATA
- ---------------------------------------------------------------------------------------------
Net asset value, beginning of period $10.46 $11.11 $9.85 $10.00
- ---------------------------------------------------------------------------------------------
Investment activities:
Net investment loss (0.12)(5) (0.15) (0.15) 0.00
Net gains or losses on investments and foreign
currency related items (both realized and
unrealized) 8.78 (0.11) 1.41 (0.15)
- ---------------------------------------------------------------------------------------------
Total from investment activities 8.66 (0.26) 1.26 (0.15)
- ---------------------------------------------------------------------------------------------
Distributions:
From net investment income 0.00 (0.28) 0.00 0.00
From realized capital gains (0.03) (0.11) 0.00 0.00
Total distributions (0.03) (0.39) 0.00 0.00
- ---------------------------------------------------------------------------------------------
Net asset value, end of period $19.09 $10.46 $11.11 $9.85
- ---------------------------------------------------------------------------------------------
Total return 83.06% (2.31%) 12.79% (1.50%)(2)
- ---------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted) $54 $1 $1 $6
Ratio of expenses to average net assets 1.91%(3) 1.90%(3) 1.90%(3) 1.90%(3,4)
Ratio of net loss to average net assets (1.24%) (1.26%) (1.15%) (.78%)(4)
Decrease reflected in above operating expense
ratios due to waivers/reimbursements 1.27% 45.95% 11.16% 22.23%(4)
Portfolio turnover rate 239.88% 186.67% 207.25% 5.85%(2)
- ---------------------------------------------------------------------------------------------
</TABLE>

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

(2) Not annualized.

(3) Interest earned on uninvested cash balances is used to offset portions of
the transfer agent expenses. These arrangements resulted in a reduction to
the Advisor Class shares' expenses by .01%, .00%, .00% and .00% for the
years ended October 31, 1999, 1998 and 1997 and for the period ended October
31, 1996, respectively. The Advisor Class shares' operating expense ratios
after reflecting these arrangements were 1.90%, 1.90%, 1.90% and 1.90% for
the years ended October 31, 1999, 1998, and 1997 and for the period ended
October 31, 1996, respectively.

(4) Annualized.

(5) Per share information is calculated using the average shares outstanding
method.

19
<PAGE> 67

MORE ABOUT RISK

INTRODUCTION

The following risks are referred to throughout this Prospectus.

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.

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.

EXTENSION RISK An unexpected rise in interest rates may extend the life of a
mortgage-backed security beyond the expected prepayment time, typically reducing
the security's value.

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
20
<PAGE> 68

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.

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

21
<PAGE> 69

LOGO

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>

INVESTMENT PRACTICE LIMIT
<S> <C> <C>
BORROWING The borrowing of money from banks to meet
redemptions or for other temporary or emergency purposes.
Speculative exposure risk. 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 TRANSACTIONS Instruments, such as options, futures,
forwards or swaps, intended to manage fund exposure to
currency risk or to enhance total return. 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.(1) Correlation, credit, currency, hedged
exposure, liquidity, political, speculative exposure,
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. [-] [ ]
- ----------------------------------------------------------------------------
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.(1) Correlation,
currency, hedged exposure, interest-rate, market,
speculative exposure risks.(2) [ ] []
- ----------------------------------------------------------------------------
INVESTMENT-GRADE DEBT SECURITIES Debt securities rated
within the four highest grades (AAA/Aaa through BBB/Baa) by
Standard & Poor's or Moody's rating service, and unrated
securities of comparable quality. Credit, interest-rate,
market risks. 35% 35%
- ----------------------------------------------------------------------------
</TABLE>

22
<PAGE> 70

LOGO

INVESTMENT PRACTICE LIMIT
<S> <C> <C>
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. /35%/ 5%
- ----------------------------------------------------------------------------
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.(1) Correlation, credit, hedged
exposure, liquidity, market, speculative exposure risks. 25% 25%
- ----------------------------------------------------------------------------
PRIVATE FUNDS 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 Certain securities
with restrictions on trading, or those not actively traded.
May include private placements. Liquidity, market, valuation
risks. /15%/ /15%/
- ----------------------------------------------------------------------------
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. 33 1/3% 33 1/3%
- ----------------------------------------------------------------------------
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. 10% 10%
- ----------------------------------------------------------------------------
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. [ ] [ ]
- ----------------------------------------------------------------------------
</TABLE>

23
<PAGE> 71

LOGO

INVESTMENT PRACTICE LIMIT
<S> <C> <C>
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. [-] [-]
- ----------------------------------------------------------------------------
SWAPS A contract between the fund and another party in which
the parties agree to exchange streams of payments based on
certain benchmarks, such as market indexes or currency or
interest rates. For example, the fund may use 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, information,
interest-rate, liquidity, market, political, speculative
exposure, 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. [ ] [ ]
- ----------------------------------------------------------------------------
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%
- ----------------------------------------------------------------------------
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% 20%
- ----------------------------------------------------------------------------
</TABLE>

MEET THE MANAGERS

[Dater PHOTO]

ELIZABETH B. DATER
Managing Director

- Co-Portfolio Manager, Global Post-Venture Capital Fund since fund inception

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1978

[SHARON PHOTO]

HAROLD E. SHARON
Managing Director

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

- Co-Portfolio Manager, Emerging Markets Fund since July 1999

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since March 1998

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

[Clark Photo]

J.H. CULLUM CLARK, CFA
Director

- Co-Portfolio Manager, Global Post-Venture Capital Fund since March 1999

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1996

- Previously analyst and portfolio manager with Brown Brothers Harriman, 1993
to 1996

[LAFFAN PHOTO]

FEDERICO D. LAFFAN

Director

- Associate Portfolio Manager, Emerging Markets Fund since April 1998

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1997

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

- Senior portfolio manager and director with Foreign & Colonial Emerging
Markets, London, 1990 to 1996

Job titles indicate position with the investment adviser.

25
<PAGE> 73

[MCBRIDE PHOTO]

VINCENT J. McBRIDE
Director

- Co-Portfolio Manager, Emerging Markets Fund since 1997

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1994

[KIM PHOTO]

JUN SUNG KIM
Vice President

- Associate Portfolio Manager, Emerging Markets Fund since April 1998

- With CSAM since 1999 as a result of Credit Suisse's acquisition of Warburg
Pincus Asset Management

- With Warburg Pincus since 1997

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

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

SUB-INVESTMENT ADVISER

PORTFOLIO MANAGERS

Global Post-Venture Capital Fund

26
<PAGE> 74

[Watt PHOTO]

RICHARD WATT
Managing Director

- Team member since 1995

- With CSAM since 1995

- Director and head of emerging markets investments and research at Gartmore
Investment Limited in London, 1992 to 1995

[Alejos PHOTO]

EMILY ALEJOS
Director

- Team member since 1997

- With CSAM since 1997

- Vice president and emerging markets portfolio manager with Bankers Trust,
1993 to 1997

[Hrabchak PHOTO]

ROBERT B. HRABCHAK
Director

- Team member since 1997

- With CSAM since 1997

- Senior portfolio manager at Merrill Lynch Asset Management, 1995 to 1997

- Associate at Salomon Brothers, 1993 to 1995

[Zlatar PHOTO]

ALAN ZLATAR
Vice President

- Team member since 1997

- With CSAM since 1997

- European equity analyst at Credit Suisse Group in Zurich, 1994 to 1997
27
<PAGE> 75

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.

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 a 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 also receive annual and semiannual financial reports.

DISTRIBUTIONS

As a fund investor, you will receive distributions.

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

28
<PAGE> 76

TAXES

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 will
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, including the portion taxable as long-term
capital gains.

29
<PAGE> 77

OTHER INFORMATION

ABOUT THE DISTRIBUTOR

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. Each fund has adopted a Rule 12b-1 shareholder-
servicing and distribution plan to compensate these firms for their services.
The current 12b-1 fee for each fund is .50% per annum of the fund's average
daily net assets, although under the 12b-1 plan the funds are authorized to pay
up to .75%.

30
<PAGE> 78

This page intentionally left blank

31
<PAGE> 79

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 Shareholder 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 enables you to buy shares on a particular day at that day's closing
NAV.
BUYING AND SELLING SHARES

FINANCIAL-SERVICES FIRMS

You can buy and sell fund shares through a variety of financial-services
firms such as banks, brokers and financial advisors. Each 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 a 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 a fund. Please read their program
materials for any special provisions or additional service features that may
apply to your investment. Certain features of each fund, such as the minimum
initial or subsequent investment amounts, may be modified.

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 government
checks.

32
<PAGE> 80

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

INSTITUTIONAL SHAREHOLDER SERVICE CENTER
800-222-8977
MONDAY - FRIDAY, 8 A.M. - 5 P.M. ET
33
<PAGE> 81

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 Shareholder Service Center
(unless a signature guarantee is
required).
BY EXCHANGE
- - Call our Institutional Shareholder - Accounts with telephone privileges.
Service If you do not have telephone privileges,
Center to request an exchange into mail or fax a letter of instruction to
another exchange shares.
Warburg Pincus fund or portfolio. Be
sure to
read the current Prospectus for the new
fund
or portfolio.
BY PHONE

Call our Institutional Shareholder - Accounts with telephone privileges.
Service Center to 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>

34
<PAGE> 82

HOW TO REACH US

INSTITUTIONAL SHAREHOLDER SERVICE CENTER
Toll free: 800 -222-8977
Fax: 212-370-9833

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

OVERNIGHT/COURIER SERVICE
Boston Financial
Attn: Warburg Pincus Advisor Funds

66 Brooks Drive

Braintree, MA 02184

INTERNET WEB SITE
www.warburg.com

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]
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

- redemptions 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

INSTITUTIONAL SHAREHOLDER SERVICE CENTER
800-222-8977
MONDAY - FRIDAY, 8 A.M. - 5 P.M. ET
35
<PAGE> 83

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 Shareholder 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

ACCOUNT CHANGES

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

36
<PAGE> 84

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 a 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 Shareholder 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

Each 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

- 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 SHAREHOLDER SERVICE CENTER
800-222-8977
MONDAY - FRIDAY, 8 A.M. - 5 P.M. ET
37
<PAGE> 85

FOR MORE INFORMATION

More information about these funds 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 funds, is on file with the Securities and Exchange Commission
(SEC) and is incorporated by reference.

(phone 202-942-8090) or by sending your request and a duplicating fee to the
SEC's Public Reference Section, Washington, DC 20549-6009 or electronically at
[email protected].

Please contact Warburg Pincus Advisor 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 9030
Boston, MA 02205-9030

BY OVERNIGHT OR COURIER SERVICE:
Boston Financial
Attn: Warburg Pincus Advisor Funds

66 Brooks Drive

Braintree, MA 02184

ON THE INTERNET:
www.warburg.com

SEC FILE NUMBER:

Warburg Pincus Emerging Markets Fund 811-08252
Warburg Pincus Global Post-Venture
Capital Fund 811-07327

[WARBURG PINCUS LOGO]
P.O. BOX 9030, BOSTON, MA, 02205-9030
800-222-8977 - www.warburg.com

PROVIDENT DISTRIBUTORS, INC., DISTRIBUTOR. ADEAG-1-0200

<PAGE> 86

[LOGO] WARBURG PINCUS FUNDS [LOGO] CREDIT ASSET
SUISSE MANAGEMENT

EMERGING MARKETS FUND

FEBRUARY 29, 2000 PROSPECTUS

PROVIDENT DISTRIBUTORS, INC., DISTRIBUTOR

INSTITUTIONAL SHARES

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.

<PAGE> 87

CONTENTS

<TABLE>
<S> <C>
KEY POINTS.................................................. 4
Goal and Principal Strategies............................. 4
Investor Profile.......................................... 4
A Word About Risk......................................... 5
PERFORMANCE SUMMARY......................................... 6
Year-by-Year Total Returns ............................... 6
Average Annual Total Returns.............................. 7
INVESTOR EXPENSES........................................... 8
Fees and Fund Expenses.................................... 8
Example................................................... 8
THE FUND IN DETAIL.......................................... 10
The Management Firms...................................... 10
Multi-Class Structure..................................... 10
Fund Information Key...................................... 11
Goal and Strategies....................................... 12
Portfolio Investments..................................... 12
Risk Factors.............................................. 12
Portfolio Management...................................... 13
Investor Expenses......................................... 13
MORE ABOUT RISK............................................. 14
Introduction.............................................. 14
Types of Investment Risk.................................. 14
CERTAIN INVESTMENT PRACTICES................................ 16
MEET THE MANAGERS........................................... 18
ABOUT YOUR ACCOUNT.......................................... 20
Share Valuation........................................... 20
Buying and Selling Shares................................. 20
Buying Fund Shares........................................ 20
Selling Fund Shares....................................... 21
Exchanging Fund Shares.................................... 21
Other Policies............................................ 22
Account Statements........................................ 22
Distributions............................................. 23
Taxes .................................................... 23
OTHER INFORMATION........................................... 24
About the Distributor..................................... 24
FOR MORE INFORMATION........................................ back cover
</TABLE>

CREDIT SUISSE ASSET MANAGEMENT INSTITUTIONAL FUNDS IS THE NAME UNDER WHICH THE
INSTITUTIONAL CLASS OF SHARES OF CERTAIN WARBURG PINCUS FUNDS ARE OFFERED.
3
<PAGE> 88

KEY POINTS

GOAL AND PRINCIPAL STRATEGIES

<TABLE>
<CAPTION>
FUND/RISK FACTORS GOAL STRATEGIES
<S> <C> <C>
EMERGING MARKETS FUND Growth of capital / / Invests in foreign equity securities
Risk factors: / / Focuses on the world's less developed
EMERGING-MARKETS FOCUS countries
FOREIGN SECURITIES / / Analyzes companies using a value-based,
MARKET RISK bottom-up investment approach
NON-DIVERSIFIED STATUS / / Favors companies whose stocks appear to be
discounted relative to earnings, assets or
projected growth
/ / Sells securities when the stock has reached
its fair market value, when the fundamentals
of the company have deteriorated or when the
managers believe other investments offer
better opportunities
</TABLE>

- --- INVESTOR PROFILE
- ---------------------------

THIS FUND IS DESIGNED FOR INVESTORS WHO:
- are investing for long-term goals
- are willing to assume the risk of losing money in exchange for attractive
potential long-term returns
- are investing for growth
- 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.
4
<PAGE> 89

- --- 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.

EMERGING-MARKETS FOCUS

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

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.

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.

NON-DIVERSIFIED STATUS

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 respective
portfolio securities than a fund that is more broadly diversified.
5
<PAGE> 90

PERFORMANCE SUMMARY

The bar chart below and the table on the next page provide an indication of the
risks of investing in the fund. The bar chart shows you how fund performance has
varied from year to year for up to 10 years. The table compares the fund's
performance over time to that of a broadly based securities market index. 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: 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
EMERGING MARKETS FUND(*)
Best quarter: 41.55% (Q4 99)
Worst quarter: -26.30% (Q3 98)
Inception date: 12/30/94
</TABLE>

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

* The Institutional Class had not been offered prior to December 10, 1999. The
returns shown are for the fund's Common Class, which would have
substantially similar returns as the Institutional Class. However, since the
Institutional Class is subject to slightly lower expenses, the returns of
the Institutional Class would have been slightly higher.

6
<PAGE> 91

AVERAGE ANNUAL TOTAL RETURNS

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS LIFE OF INCEPTION
PERIOD ENDED 12/31/99: 1999 1995-1999 FUND DATE
<S> <C> <C> <C> <C>
EMERGING MARKETS FUND 85.40% 6.23% 6.22% 12/30/94(1)
MSCI EMERGING MARKETS FREE INDEX(2) 66.41% 2.00% 2.00%
</TABLE>

(1) The Institutional Class had not been offered prior to December 10, 1999.
The returns shown are for the fund's Common Class, which would have
substantially similar returns as the Institutional Class. However, since
the Institutional Class is subject to slightly lower expenses, the returns
of the Institutional Class would have been slightly higher.

(2) The Morgan Stanley Capital International Emerging Markets Free Index is a
market-capitalization-weighted index of emerging-market countries
determined by Morgan Stanley. The index includes only those countries open
to non-local investors.

<TABLE>
<S> <C>
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.
</TABLE>

------------------------------------------------------------------------------
7
<PAGE> 92

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 period ending October 31,
2000.

<TABLE>
<CAPTION>
SHAREHOLDER FEES
(PAID DIRECTLY FROM YOUR INVESTMENT)
<S> <C>
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 1.25%
Distribution and service (12b-1) fee NONE
Other expenses(1) .77%
TOTAL ANNUAL FUND OPERATING EXPENSES(2) 2.02%
</TABLE>

(1) Other expenses are based on estimated amounts to be charged in the current
fiscal period.
(2) Fund service providers have voluntarily agreed to waive some of their fees
and reimburse some expenses. These waivers and reimbursements are expected
to lower the fund's expenses as follows:

<TABLE>
<CAPTION>
EXPENSES AFTER WAIVERS AND REIMBURSEMENTS
<S> <C>
Management fee .55%
Distribution and service (12b-1) fee NONE
Other expenses .80%
----
TOTAL ANNUAL FUND OPERATING EXPENSES 1.35%
</TABLE>

EXAMPLE

This example may help you compare the cost of investing in the 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 above (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>
$205 $634 $1,088 $2,348
</TABLE>

8
<PAGE> 93

This page intentionally left blank
9
<PAGE> 94

THE FUND IN DETAIL

- --- THE MANAGEMENT FIRMS
- ----------------------------------

CREDIT SUISSE ASSET MANAGEMENT, LLC
One Citicorp Center
153 East 53rd Street
New York, NY 10022

- - Investment adviser for the fund

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

- - A member of Credit Suisse Asset Management, the institutional asset management
and mutual fund arm of Credit Suisse Group (Credit Suisse), one of the world's
leading banks

- - Credit Suisse Asset Management companies manage approximately $72 billion in
the U.S. and $203 billion globally

- - Credit Suisse Asset Management has offices in 14 countries, including
SEC-registered offices in New York and London; other offices (such as those in
Budapest, Frankfurt, Milan, Moscow, Paris, Prague, Sydney, Tokyo, Warsaw and
Zurich) are not registered with the U.S. Securities and Exchange Commission

For easier reading, Credit Suisse Asset Management, LLC will be referred to
as "CSAM" or "we" throughout this PROSPECTUS.

- --- MULTI-CLASS STRUCTURE
- ----------------------------------

This PROSPECTUS describes the Institutional Class shares of the fund. The
Common Class and Advisor Class shares of the fund are described in separate
prospectuses.
10
<PAGE> 95

- --- FUND INFORMATION KEY
- ---------------------------------

A concise fund description begins on the next page. The description provides
the following information:

GOAL AND STRATEGIES

The fund's particular investment goal and the strategies it intends to use
in pursuing that goal. 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

Expected expenses for the 2000 fiscal period. Actual 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.

FINANCIAL HIGHLIGHTS

Shares of the Institutional Class of the fund had not been issued prior to
December 10, 1999, and, accordingly, no financial information is provided with
respect to such shares. Financial information with respect to shares of the
Common Class and Advisor Class of the fund are contained in the fund's most
recent ANNUAL REPORT, copies of which may be obtained without charge by calling
CSAM Institutional Shares at 800-222-8977.

<PAGE> 96

- --- GOAL AND STRATEGIES
- -------------------------------

The 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 European countries, Japan, Australia and New Zealand) are
considered emerging markets.

- --- PORTFOLIO INVESTMENTS
- ----------------------------------

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

The fund's principal risk factors are:

- emerging-markets focus

- foreign securities

- market risk

- non-diversified status

Although the portfolio managers typically have diversified the fund's
investments, the fund's non-diversified status allows the fund to invest a
greater share of its assets in the securities of fewer companies. Non-
diversification might cause the fund to be more volatile than a diversified
fund.

- --- PORTFOLIO MANAGEMENT
- -----------------------------------

- --- INVESTOR EXPENSES
- ----------------------------

<TABLE>
<S> <C>
Management fee .55%
All other expenses .80%
----
Total expenses 1.35%
</TABLE>

13
<PAGE> 98

MORE ABOUT RISK

- --- INTRODUCTION
- ----------------------

A 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.

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

EXTENSION RISK An unexpected rise in interest rates may extend the life of
a mortgage-backed security beyond the expected prepayment time, typically
reducing the security's value.

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

LIQUIDITY RISK Certain fund securities may be difficult or impossible to
sell at the time and the price that the fund would like. The 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.
14
<PAGE> 99

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.

15
<PAGE> 100

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:

/x/ 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

- -------------------------------------------------------------------------------
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. /x/
- -------------------------------------------------------------------------------
CURRENCY TRANSACTIONS Instruments, such as options, futures, forwards
or swaps, intended to manage fund exposure to currency risk or to
enhance total return. 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. Swaps involve the right or obligation
to receive or make payments based on two different currency rates.1
CORRELATION, CREDIT, CURRENCY, HEDGED EXPOSURE, LIQUIDITY, POLITICAL,
SPECULATIVE EXPOSURE, VALUATION RISKS. /x/
- -------------------------------------------------------------------------------
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. /x/
- -------------------------------------------------------------------------------
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.1 CORRELATION,
CURRENCY, HEDGED EXPOSURE, INTEREST-RATE, MARKET, SPECULATIVE EXPOSURE
RISKS.2 / /
- -------------------------------------------------------------------------------
INVESTMENT-GRADE DEBT SECURITIES Debt securities rated within the four
highest grades (AAA/Aaa through BBB/Baa) by Standard & Poor's or
Moody's rating service, and unrated securities of comparable quality.
CREDIT, INTEREST-RATE, MARKET RISKS. 35%
- -------------------------------------------------------------------------------
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. [35%]
- -------------------------------------------------------------------------------
OPTIONS Instruments that provide a right to buy (call) or sell (put) a
particular security, currency or index of securities at a fixed price
within a certain time period. The fund may purchase or sell (write)
both put and call options for hedging or speculative purposes.1
CORRELATION, CREDIT, HEDGED EXPOSURE, LIQUIDITY, MARKET, SPECULATIVE
EXPOSURE RISKS. 25%
- -------------------------------------------------------------------------------

16
<PAGE> 101

- -------------------------------------------------------------------------------
INVESTMENT PRACTICE LIMIT
- -------------------------------------------------------------------------------
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. /x/
- -------------------------------------------------------------------------------
RESTRICTED AND OTHER ILLIQUID SECURITIES Certain securities with
restrictions on trading, or those not actively traded. May include
private placements. LIQUIDITY, MARKET, VALUATION RISKS. 15%
- -------------------------------------------------------------------------------
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. 331/3%
- -------------------------------------------------------------------------------
SHORT SALES "AGAINST THE BOX" A short sale when the fund owns enough
shares of the security involved to cover the borrowed securities, if
necessary. LIQUIDITY, MARKET, SPECULATIVE EXPOSURE RISKS. / /
- -------------------------------------------------------------------------------
SHORT-TERM TRADING Selling a security shortly after purchase. A fund
engaging in short-term trading will have higher turnover and
transaction expenses. Increased short-term capital gains distributions
could raise shareholders' income tax liability. / /
- -------------------------------------------------------------------------------
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. /x/
- -------------------------------------------------------------------------------
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 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. / /
- -------------------------------------------------------------------------------
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. / /
- -------------------------------------------------------------------------------
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. 20%
- -------------------------------------------------------------------------------

1 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.

2 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.

17
<PAGE> 102

MEET THE MANAGERS

<TABLE>
<C> <S>
[PHOTO]
HAROLD E. SHARON
MANAGING DIRECTOR
/ / Co-Portfolio Manager since July 1999
/ / Joined CSAM in 1999 as a result of CSAM's acquisition
of Warburg Pincus Asset Management
/ / With Warburg Pincus since March 1998
/ / Executive director and portfolio manager with CIBC
Oppenheimer, 1994 to 1998

[PHOTO]
VINCENT J. MCBRIDE
DIRECTOR
/ / Co-Portfolio Manager since 1997
/ / Joined CSAM in 1999 as a result of CSAM's acquisition
of Warburg Pincus Asset Management
/ / With Warburg Pincus since 1994
</TABLE>

[PHOTO]
FEDERICO D. LAFFAN
DIRECTOR
/ / Associate Portfolio Manager since April 1998
/ / Joined CSAM in 1999 as a result of CSAM's acquisition
of Warburg Pincus Asset Management
/ / With Warburg Pincus since 1997
/ / Senior manager and partner with Green Cay Asset
Management, 1996 to 1997
/ / Senior portfolio manager and director with Foreign &
Colonial Emerging Markets,
London, 1990 to 1996

[PHOTO]
JUN SUNG KIM
VICE PRESIDENT
/ / Associate Portfolio Manager since April 1998
/ / Joined CSAM in 1999 as a result of CSAM's acquisition
of Warburg Pincus Asset Management
/ / With Warburg Pincus since 1997
/ / Investment manager with Asset Korea Ltd., Seoul, 1995
to 1997
/ / Investment analyst with Baring Securities Ltd.,
Seoul, 1994 to 1995
</TABLE>

18
<PAGE> 103

The day-to-day portfolio management of the Emerging Markets Fund is also the
responsibility of the Credit Suisse Asset Management International Equity
Management Team. The team consists of the following individuals:

[PHOTO]
RICHARD WATT
MANAGING DIRECTOR
/ / Team member since 1995
/ / With CSAM since 1995
/ / Director and head of emerging markets investments and
research at Gartmore Investment
Limited in London, 1992 to 1995

[PHOTO]
ROBERT B. HRABCHAK
DIRECTOR
/ / Team member since 1997
/ / With CSAM since 1997
/ / Senior portfolio manager at Merrill Lynch Asset
Management, 1995 to 1997
/ / Associate at Salomon Brothers, 1993 to 1995
</TABLE>

[PHOTO]
EMILY ALEJOS
DIRECTOR
/ / Team member since 1997
/ / With CSAM since 1997
/ / Vice president and emerging markets portfolio manager
with Bankers Trust, 1993 to 1997

[PHOTO]
ALAN ZLATAR
VICE PRESIDENT
/ / Team member since 1997
/ / With CSAM since 1997
/ / European equity analyst at Credit Suisse Group in
Zurich, 1994 to 1997
</TABLE>

19
<PAGE> 104

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 Institutional Class's total assets,
less its liabilities, by the number of Institutional 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 price. 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.

- --- 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. Eastern Time), 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. You are entitled to dividend and capital-gain distributions
(described below) as soon as your purchase order is executed.

The fund has authorized financial-services firms, such as banks, brokers and
financial advisors (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.

- --- BUYING FUND SHARES
- ------------------------------

INVEST BY WIRE

Institutional Class shares are generally available only to investors who
have entered into an investment management agreement with the adviser. Investors
should complete an account application and forward it to CSAM Institutional
Shares. After calling the fund to place an order, you may wire funds to:

State Street Bank and Trust Company
ABA# 0110 000 28
Attn: Mutual Funds/Custody Department
CSAM Institutional Shares
DDA# 9905-227-6
F/F/C: [ACCOUNT NUMBER AND REGISTRATION]

You can also purchase shares by mailing a check or Federal Reserve draft to:

CSAM Institutional Shares
P.O. Box 8500
Boston, Massachusetts 02266-8500
or overnight to:
Boston Financial
Attn: CSAM Institutional Shares
66 Brooks Drive
Braintree, Massachusetts 02184

Please use either a personal, company or bank check payable in U.S. dollars.
Unfortunately, we cannot accept checks that are not pre-printed or checks that
are payable to you or another party. These types of
20
<PAGE> 105

checks may be returned to you and your purchase order may not be processed.
Limited exceptions include IRA rollover and government checks. Federal Reserve
drafts are available at national banks and at state Federal Reserve member
banks. Please indicate the fund's name on any check or Federal Reserve draft.
The application contains further instructions.

INVEST BY PURCHASES IN KIND

With the adviser's permission, investors may acquire Institutional
Class shares in exchange for fund portfolio securities. The portfolio securities
must meet the following requirements:

- Match the investment objectives and policies of the fund

- Be considered by the fund's adviser to be an appropriate fund investment

- Be easily valued, liquid and not subject to restrictions on transfer

You may have to pay administrative or custody costs if you make purchases in
kind and the execution of your purchase order may be delayed.

MINIMUM INVESTMENTS

Minimum investments for Institutional Class shares are the following,
including investment by purchases in-kind and by exchange (described below):

<TABLE>
<S> <C>
Initial investment $3,000,000
Subsequent investment $ 100,000
</TABLE>

Clients of the adviser, along with the adviser's affiliates, client officers
and certain other related persons, may purchase shares without entering into an
investment management agreement with the adviser subject to a minimum initial
investment of $100,000 and a minimum subsequent investment of $1,000.

You must maintain an account balance in the fund of at least $500. 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 30 days, the fund may close your account and
mail you the proceeds.

- --- SELLING FUND SHARES
- -------------------------------

SELL FUND SHARES IN WRITING

You can sell (redeem) your shares on any day the fund is open by writing to
CSAM Institutional Shares. The request must be signed by all record owners
(exactly as registered) or by an authorized person such as an investment adviser
or other agent. Additional documents may be required for redemption by a
corporation, partnership, trust, fiduciary, executor or administrator or in
certain other cases.

REDEMPTION PROCEEDS

After selling fund shares you will receive the proceeds by either wire or
check, mailed within seven days of the redemption. For shares purchased by
check, 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.

- --- EXCHANGING FUND SHARES
- ------------------------------------

You may exchange Institutional Class shares for Institutional shares in any
other CSAM Fund by writing to CSAM Institutional Shares. If you are purchasing
shares in a new fund by exchange, the new fund account will be registered
exactly as the fund from which you are exchanging. If you want to change account
information or privileges you must specify this in the redemption request and
have all signatures guaranteed. You can obtain a signature guarantee from most
banks or securities dealers, but not from a notary public.
21
<PAGE> 106

- --- OTHER POLICIES
- ------------------------

TRANSACTION DETAILS

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

- your investment check or Federal Reserve draft does not clear

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

If you wire money without first calling the fund 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 60 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 redemptions 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 when the NYSE is closed, or when 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)

ACCOUNT CHANGES

You should update your account records whenever you change your address. You
can call 800-222-8977 to change your account information or privileges.

- --- 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.
22
<PAGE> 107

- --- DISTRIBUTIONS
- ----------------------

As a fund investor, you will receive distributions.

The fund may earn 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 fund typically distributes dividends and capital gains annually, usually
in December.

- --- TAXES
- ------------

As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-advantaged account, you should be
especially aware of the following potential tax 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, the fund 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. Distributions from the fund's long-term
capital gains are taxed as long-term capital gains, regardless of how long you
have held fund shares. Distributions from other sources are generally taxed as
ordinary income.

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, including the portion taxable as long-term
capital gains.

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. In addition, you
may have a gain or loss when you purchase shares in exchange for fund portfolio
securities. You are responsible for any tax liabilities generated by your
transactions.
23
<PAGE> 108

OTHER INFORMATION

- --- ABOUT THE DISTRIBUTOR
- ----------------------------------

Provident Distributors, Inc. (PDI), located at Four Falls Corporate Center,
West Conshohocken, PA 19428-2961, is the fund's distributor and is responsible
for making the fund available to you. PDI is not affiliated with CSAM.

<PAGE> 109

FOR MORE INFORMATION

More information about the 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 managers discussing
market conditions and investment strategies that significantly affected fund
performance during their past fiscal year.

- --- OTHER INFORMATION
- ------------------------------

A current STATEMENT OF ADDITIONAL INFORMATION (SAI) which provides more
details about the fund is on file with the Securities and Exchange Commission
(SEC) and is incorporated by reference.

You may visit the SEC's Internet website (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
202-942-8090) or by sending your request and a duplicating fee to the SEC's
Public Reference Section, Washington, DC 20549-6009 or electronically to
[email protected].

Please contact CSAM Institutional Shares to obtain, without charge, the SAI
and ANNUAL and SEMIANNUAL REPORTS and to make shareholder inquiries:

<TABLE>
<S> <C>
BY TELEPHONE:
800-222-8977

BY MAIL:
CSAM Institutional Shares
P.O. Box 8500
Boston, MA 02266-8500

BY OVERNIGHT OR COURIER SERVICE:
Boston Financial
Attn: CSAM Institutional Shares
66 Brooks Drive
Braintree, MA 02184

SEC FILE NUMBER:
CSAM Institutional Shares/Warburg Pincus
Emerging Markets Fund 811-08252
</TABLE>

[LOGO]

P.O. BOX 8500, BOSTON, MA 02266-8500
800-222-8977

PROVIDENT DISTRIBUTORS, INC., DISTRIBUTOR. CSIEM-1-0200

<PAGE> 110

STATEMENT OF ADDITIONAL INFORMATION

FEBRUARY 29, 2000

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, the
Prospectus for the Advisor Shares of the International Equity Fund, the
combined Prospectus for the Advisor Shares of the Emerging Markets Fund and
Global Post-Venture Capital Fund, and the Prospectus for the Institutional
Shares of the Emerging Markets Fund, each dated February 29, 2000, as amended
or supplemented from time to time (collectively, the "Prospectus").

Each Fund's audited Annual Report dated October 31, 1999, 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.

This Statement of Additional Information is not itself a prospectus and no
investment in shares of the Funds should be made solely upon the information
contained herein. Copies of the Prospectus, Annual Reports and information
regarding each Fund's current performance can be obtained by writing or
telephoning:

Common Shares Advisor Shares Institutional Shares
------------- -------------- --------------------
<S> <C> <C>
Warburg Pincus Funds Warburg Pincus Advisor Funds CSAM Institutional Shares
P.O. Box 9030 P.O. Box 9030 P.O. Box 8500
Boston, MA 02205-9030 Boston, MA 02205-9030 Boston, MA 02266-8500
800-WARBURG Attn.: Institutional Services 800-222-8977
800-222-8977

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<PAGE> 111

TABLE OF CONTENTS

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INVESTMENT OBJECTIVES AND POLICIES...............................................................................1
General Investment Strategies..............................................................................1
Options on Securities and Securities Indices and Currency Transactions.....................................1

Securities Options...................................................................................1
Securities Index Options.............................................................................4
OTC Options..........................................................................................5
Futures Activities...................................................................................5

Futures Contracts..............................................................................6
Options on Futures Contracts...................................................................7

Currency Exchange Transactions.......................................................................7
Forward Currency Contracts.....................................................................8
Currency Options...............................................................................8
Currency Hedging...............................................................................8

Swaps............................................................................................... 9

Hedging Generally...................................................................................10
Asset Coverage for Forward Contracts, Options, Futures, Options on Futures and Swaps................11

Additional Information on Other Investment Practices......................................................12
U.S. Government Securities................................................................................12
Money Market Obligations..................................................................................13

Repurchase Agreements...............................................................................13
Money Market Mutual Funds...........................................................................13

Convertible Securities....................................................................................14
Debt Securities...........................................................................................14

Below Investment Grade Securities...................................................................14
Structured Securities.....................................................................................16

Mortgage-Backed Securities..........................................................................16
Asset-Backed Securities.............................................................................17
Structured Notes, Bonds or Debentures...............................................................18
Loan Participations and Assignments.................................................................18

REITs.....................................................................................................19

Securities of Other Investment Companies..................................................................19
Lending of Portfolio Securities...........................................................................19
Foreign Investments.......................................................................................20

Foreign Currency Exchange...........................................................................20
Euro Conversion.....................................................................................21
Information.........................................................................................21
Political Instability...............................................................................21
Foreign Markets.....................................................................................21
Increased Expenses..................................................................................22
Foreign Debt Securities.............................................................................22
Sovereign Debt......................................................................................22

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<PAGE> 112

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Depositary Receipts.................................................................................24
Privatizations......................................................................................24
Brady Bonds.........................................................................................24
Emerging Markets....................................................................................25

Japanese Investments......................................................................................25
Economic Background...........................................................................25
Generally.....................................................................................25
Currency Fluctuation..........................................................................26
Securities Markets............................................................................26
Foreign Trade.................................................................................27
Natural Resource Dependency...................................................................27
Energy........................................................................................27
Natural Disasters.............................................................................27

Short Sales...............................................................................................27
Short Sales "Against the Box".............................................................................28
Warrants..................................................................................................29
Non-Publicly Traded and Illiquid Securities...............................................................29

Rule 144A Securities................................................................................30
Borrowing.................................................................................................31
Stand-By Commitments......................................................................................31
Reverse Repurchase Agreements.............................................................................32
When-Issued Securities and Delayed-Delivery Transactions..................................................32
Emerging Growth and Small Companies; Unseasoned Issuers...................................................33
Special Situation Companies...............................................................................34
Dollar Rolls..............................................................................................34
Temporary Defensive Strategies............................................................................34

Debt Securities.....................................................................................34
Money Market Obligations............................................................................34
Non-Diversified Status (Emerging Markets Fund Only).................................................34

Strategies Available to the Global Post-Venture Capital Fund Only.........................................35
Private Fund Investments..................................................................................35
Other Strategies..........................................................................................36

INVESTMENT RESTRICTIONS.........................................................................................37
All Funds.................................................................................................37
Major Foreign Markets Fund................................................................................37
International Equity Fund.................................................................................39
International Small Company Fund..........................................................................40
Emerging Markets Fund.....................................................................................42
Global Post-Venture Capital Fund..........................................................................44

PORTFOLIO VALUATION.............................................................................................45
PORTFOLIO TRANSACTIONS..........................................................................................47
PORTFOLIO TURNOVER..............................................................................................50
MANAGEMENT OF THE FUNDS.........................................................................................50

Officers and Board of Directors...........................................................................50

(ii)
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<PAGE> 113

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Directors' Total Compensation.............................................................................55
Portfolio Managers of the Funds...........................................................................59
Major Foreign Markets Fund..........................................................................59
International Small Company Fund....................................................................60
International Equity Fund...........................................................................60
Emerging Markets Fund...............................................................................61
Global Post-Venture Capital Fund....................................................................61

Investment Advisers and Co-Administrators.................................................................62
Custodians and Transfer Agent.............................................................................65
Organization of the Funds.................................................................................65
Distribution and Shareholder Servicing....................................................................67

Distributor.........................................................................................67
Common Shares.......................................................................................67
Advisor Shares......................................................................................68
Institutional Shares................................................................................70
General.............................................................................................70

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION..................................................................70
Automatic Cash Withdrawal Plan............................................................................71

EXCHANGE PRIVILEGE..............................................................................................71
ADDITIONAL INFORMATION CONCERNING TAXES.........................................................................72

The Funds and Their Investments...........................................................................72
Passive Foreign Investment Companies......................................................................74
Fund Taxes on Swaps.......................................................................................75
Dividends and Distributions...............................................................................75
Sales of Shares...........................................................................................76
Foreign Taxes.............................................................................................76
Backup Withholding........................................................................................77
Notices...................................................................................................77
Other Taxation............................................................................................77

DETERMINATION OF PERFORMANCE....................................................................................77
TOTAL RETURN....................................................................................................78
INDEPENDENT ACCOUNTANTS AND COUNSEL.............................................................................82
MISCELLANEOUS...................................................................................................83
FINANCIAL STATEMENTS............................................................................................83
APPENDIX - DESCRIPTION OF RATINGS..............................................................................A-1

(iii)
</TABLE>

<PAGE> 114

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.

International Equity Fund. The investment objective of the International
Equity Fund is long-term capital appreciation.

International Small Company Fund. The investment objective of the
International Small Company Fund is capital appreciation.

Emerging Markets Fund. The investment objective of the Emerging Markets
Fund is growth of capital.

Global Post-Venture Capital Fund. The investment objective of the Global
Post-Venture Capital Fund is long-term growth of capital.

General Investment Strategies

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. Any percentage limitation on a Fund's
ability to invest in debt securities will not be applicable during periods when
the Fund pursues a temporary defensive strategy as discussed 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.

Options on Securities and Securities Indices and Currency Transactions

Each Fund may purchase and write (sell) options on securities, securities
indices and currencies for hedging purposes or to increase total return, which
may involve speculation. Up to 25% of each Fund's total assets may be at risk
in connection with these strategies. The amount of assets considered to be "at
risk" is, in the case of purchasing options, the amount of premium paid, and,
in the case of writing options, the value of the underlying obligation. Options
may be traded on an exchange or over-the-counter ("OTC").

Securities Options. Each Fund may write covered put and call options on
stock and debt securities and each Fund may purchase such options that are
traded on foreign and U.S. exchanges, as well as OTC options. 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

<PAGE> 115

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 an increase 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 decline, the put writer would expect to suffer a loss. This
loss may be less than the loss from purchasing the underlying instrument
directly to the extent the premium received offsets 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.

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.

2
<PAGE> 116

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 CSAM 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 CSAM 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 CSAM
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 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

3
<PAGE> 117

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 CSAM, 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 CSAM 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. Each Fund may purchase and write
exchange-listed and OTC put and call options on securities indices. A securities
index measures the movement of a certain group of securities by assigning
relative values to the securities 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)

4
<PAGE> 118

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.

Futures Activities. Each Fund may enter into futures contracts on
securities, securities indices, foreign currencies and interest rates, 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 for hedging purposes or to increase total
return. 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.

5
<PAGE> 119

The Funds may enter into futures contracts and options on futures
contracts on securities, securities indices and currencies for both hedging
purposes and to increase total return, which may involve speculation.

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.

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
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
may 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

6
<PAGE> 120

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 stock 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 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) by
purchasing exchange-traded currency options. Risks associated with currency
forward contracts and purchasing currency options are similar to

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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.

The Funds may engage in currency exchange transactions for both hedging
purposes and to increase total return, which may involve speculation.

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.

Forward currency contracts are highly volatile, and a relatively small
price movement in a forward currency contract may result in substantial losses
to a Fund. To the extent a Fund engages in forward currency contracts to
generate current income, the Fund will be subject to these risks which the Fund
might otherwise avoid (e.g., through the use of hedging transactions).

Currency Options. The Funds 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. 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

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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,
interest rates, equity and debt 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 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

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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, CSAM 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 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
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

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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
CSAM still may not result in a successful hedging transaction.

A Fund will engage in hedging transactions only when deemed advisable by
CSAM, and successful use by the Fund of hedging transactions will be subject to
CSAM'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 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

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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 CSAM determines that the credit risk with 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 total 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

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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. CSAM 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 CSAM 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 net assets in securities of money
market mutual funds that are unaffiliated with the Fund or CSAM. 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 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 CSAM will consider such event in its
determination of whether the Fund should continue to hold the securities.

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Debt Securities. Each Fund may invest with respect to up to 35% of its
total assets in investment grade debt securities (other than money market
obligations). Each Fund may also invest to a limited extent in zero coupon
securities. See "Additional Information Concerning Taxes" for a discussion of
the tax consequences to shareholders of a Fund that invests in zero coupon
securities. 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 CSAM. 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. Debt
securities convertible into common stock and certain preferred stocks may have
risks similar to those described below. The interest income to be derived may
be considered as one factor in selecting debt securities for investment by CSAM.
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
CSAM'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 CSAM will consider
such event in its determination of whether the Fund should continue to hold the
securities. Any percentage limitation on a Fund's ability to invest in debt
securities will not be applicable during periods when the Fund pursues a
temporary defensive strategy as discussed below.

Below Investment Grade Securities. Each Fund may (with respect to the
Emerging Markets Fund up to 35% of its net assets) invest up to 5% of its total
assets in debt securities (including convertible debt securities) 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. 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. 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 CSAM. A Fund's holdings of debt
securities rated below investment grade (commonly referred to as "junk bonds")
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. Investors

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should be aware that ratings are relative and subjective and are not absolute
standards of quality.

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.

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
CSAM in evaluating the creditworthiness of an issuer. In this evaluation, in
addition to relying on ratings assigned by Moody's or S&P, CSAM 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

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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 CSAM 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.

Structured Securities. The Funds may purchase any type of publicly
traded or privately negotiated fixed income security, including mortgage- and
asset-backed securities, structured notes, bonds or debentures, and assignments
of and participations in loans.

Mortgage-Backed Securities. Each Fund may invest in mortgage-backed
securities sponsored by U.S. and foreign issuers as well as non-governmental
issuers. 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

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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 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. Each Fund may invest in U.S. and foreign
governmental and private asset-backed securities. 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.

Structured Notes, Bonds or Debentures. Typically, the value of the
principal and/or interest on these instruments is determined by reference to
changes in the value of

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specific currencies, interest rates, commodities, indexes or other financial
indicators (the "Reference") or the relevant change in two or more References.
The interest rate or the principal amount payable upon maturity or redemption
may be increased or decreased depending upon changes in the applicable
Reference. The terms of the structured securities may provide that in certain
circumstances no principal is due at maturity and, therefore, may result in the
loss of a Fund's entire investment. The value of structured securities may move
in the same or the opposite direction as the value of the Reference, so that
appreciation of the Reference may produce an increase or decrease in the
interest rate or value of the security at maturity. In addition, the change in
interest rate or the value of the security at maturity may be a multiple of the
change in the value of the Reference so that the security may be more or less
volatile than the Reference, depending on the multiple. Consequently, structured
securities may entail a greater degree of market risk and volatility than other
types of debt obligations.

Loan Participations and Assignments. The Funds 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 a Fund's 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, a participating Fund 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. A Fund will acquire Participations
only if the Lender interpositioned between a Fund and the borrower is
determined by the Adviser to be creditworthy. A 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 a Fund's ability to dispose of Participations or
Assignments. The lack of a liquid market for assignments and participations
also may make it more difficult for a Fund to assign a value to these
securities for purposes of valuing a Fund's portfolio and calculating its net
asset value.

REITs. Each Fund may invest in real estate investment trusts ("REITs"),
which are pooled investment vehicles that invest primarily in income-producing
real estate or real estate related loans or interests. Like regulated
investment companies such as the Funds, REITs are not taxed on income
distributed to shareholders provided they comply with several requirements of
the Internal Revenue Code of 1986, amended (the "Code"). By investing in a

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REIT, a Fund will indirectly bear its proportionate share of any expenses paid
by the REIT in addition to the expenses of the Fund.

Investing in REITs involves certain risks. A REIT may be affected by
changes in the value of the underlying property owned by such REIT or by the
quality of any credit extended by the REIT. REITs are dependent on management
skills, are not diversified (except to the extent the Code requires), and are
subject to the risks of financing projects. REITs are subject to heavy cash
flow dependency, default by borrowers, self-liquidation, the possibilities of
failing to qualify for the exemption from tax for distributed income under the
Code and failing to maintain their exemptions from the 1940 Act. REITs are also
subject to interest rate risks.

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.

Lending of Portfolio Securities. 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. These loans, if and when made, may not exceed 33 1/3% of each Fund's
total assets taken at value (including the loan collateral). 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

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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. Default by or bankruptcy of a borrower would
expose the Funds to possible loss because of adverse market action, expenses
and/or delays in connection with the disposition of the underlying securities.
Any loans of a Fund's securities will be fully collateralized and marked to
market daily.

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 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

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presented unique risks and uncertainties for investors in those countries,
including (i) the functioning of the payment and operational systems of banks
and other financial institutions; (ii) the creation of suitable clearing and
settlement payment schemes for the euro; (iii) 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 (iv) 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
Monetary Union countries, such as the United Kingdom, and the admission of
other countries, including Central and Eastern European countries, to the
Economic Monetary Union could adversely affect the euro. These or other factors
may cause market disruptions 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. 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 which may result in
increased exposure to market and foreign exchange fluctuations and increased
illiquidity.

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.

Foreign Debt Securities. Each Fund may invest up to 35% of its assets in
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'

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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 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

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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 affect the willingness of countries to service
their sovereign debt. While CSAM 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 CSAM, such
securities have the potential for future income or capital appreciation.

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

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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.

Privatizations. Each Fund may invest in privatizations (i.e. foreign
government programs of selling interests in government-owned or controlled
enterprises). The Major Foreign Markets Fund, the International Equity Fund,
the International Small Company Fund and the Emerging Markets Fund could invest
to a significant extent in Privatizations. 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.

Brady Bonds. Each 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. The Major Foreign Markets Fund,
the International Equity Fund, the International Small Company Fund and the
Emerging Markets Fund could invest to a significant extent in Brady Bonds.
Brady Bonds may be collateralized or uncollateralized, 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. 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 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").

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

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experienced significant declines in value 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 and the Global Post-Venture Capital
Fund may also invest in Japanese securities, these Funds may be subject to
general economic and political conditions in Japan. Additional factors relating
to Japan that an investor in these Funds should consider include the following:

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 economy has languished for much of the 1990's. Lack of
effective government action in the areas of tax reform to reduce high tax rates,
banking regulation to address enormous amounts of bad debt, and economic reforms
to attempt to stimulate spending are among the factors cited as possible causes
to Japan's economic problems. Steps have been taken to deregulate and liberalize
protected areas of the economy, but the pace of change has been slow.

Strains in the financial 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, if not adequately addressed, 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

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in establishing and meeting objectives for developing the economy and
improving the standard of living of the Japanese people, so that changes in
government policies could have an adverse effect on the economy and the
companies in which the Funds invest. Changes in government policies cannot be
predicted.

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, each Fund's 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 yen has had a history
of unpredictable and volatile movements against the dollar. The Funds are not
required to hedge against declines in the value of the yen.

Securities Markets

The common stocks of many Japanese companies trade at high price-earnings
ratios, and the Japanese stock markets have often been considered significantly
overvalued. Differences in accounting methods make it difficult to compare the
earnings of Japanese companies with those of companies in other countries,
especially the United States.

The Japanese securities markets are less regulated than those in the
United States and, at times, have been very volatile. Evidence has emerged from
time to time of distortion of market prices to serve political or other
purposes. Shareholders' rights are also not always enforced to the same extent
as in the United States.

Foreign Trade

Much of Japan's economy is dependent upon international trade. The
country is a leading exporter of automobiles and industrial machinery as well
as industrial and consumer electronics. Consequently, Japan's economy and
export growth are largely dependent upon the economic development of its
trading partners, particularly the United States and the developing nations in
Southeast Asia.

Because of the large trade surpluses it has generated, Japan at times has
had difficult relations with its trading partners, particularly the U.S. It is
possible that trade sanctions or other protectionist measures could impact Japan
adversely in both the short- and long-term.

Natural Resource Dependency

An island nation with limited natural resources, Japan is also heavily
dependent upon imports of essential products such as oil, forest products and
industrial metals. Accordingly, Japan's industrial sector and domestic economy
are highly sensitive to fluctuations in international commodity prices. In
addition, many of these commodities are traded in U.S. dollars and any strength
in the exchange rate between the yen and the dollar can have either a positive
or a negative effect upon corporate profits.

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Energy

Japan has historically depended on oil for most of its energy
requirements. Almost all of its oil is imported. 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.

Natural Disasters

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 Funds' investments, cannot be predicted.

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 net 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.

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.

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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.

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

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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.

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 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. 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,

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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 registration requirements of the Securities Act for
resales of certain securities to qualified institutional buyers. CSAM
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).

Investing in Rule 144A Securities could have the effect of increasing the
level of illiquidity in the Funds to the extent that qualified institutional
buyers are unavailable or uninterested in purchasing such securities from the
Funds. The Boards have adopted guidelines and delegated to CSAM the daily
function of determining and monitoring the liquidity of Rule 144A Securities,
although each Board will retain ultimate responsibility for any liquidity
determinations.

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 total 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.

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Stand-By Commitments. The Major Foreign Markets Fund, the Emerging
Markets Fund, the International Small Company Fund and the Global Post-Venture
Capital Fund may invest in stand-by commitments with respect to securities held
in their portfolios. 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 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. When investing in stand-by commitments, the Funds will seek to enter
into stand-by commitments only with brokers, dealers and banks that, in the
opinion of CSAM, present minimal credit risks. In evaluating the
creditworthiness of the issuer of a stand-by commitment, CSAM will periodically
review relevant financial information concerning the issuer's assets,
liabilities and contingent claims. A Fund acquires stand-by commitments only in
order to facilitate portfolio liquidity and does not expect 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

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mutually agreed upon date, price and rate of interest. At the time a Fund
enters into a reverse repurchase agreement, it will segregate with an approved
custodian cash or liquid high-grade debt securities having a value not less
than the repurchase price (including accrued interest). The segregated assets
will be marked-to-market daily and additional assets will be segregated 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% 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).
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 CSAM 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.

Emerging Growth and Small Companies; Unseasoned Issuers. Each Fund may
invest its assets in the securities of Emerging Growth, Small Companies and
unseasoned

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issuers. 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 foreign 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.

Special Situation Companies. Each Fund may invest in "special situation
companies." "Special situation companies" are involved in an actual or
prospective acquisition or consolidation; reorganization; recapitalization;
merger, liquidation or distribution of cash, securities or other assets; a
tender or exchange offer; a breakup or workout of a holding company; or
litigation which, if resolved favorably, may provide an attractive investment
opportunity. If the actual or prospective situation does not materialize as
anticipated, the market price of the securities of a "special situation company"
may decline significantly.

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 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 segregate 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 segregated assets to ensure that its value is
maintained.

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Temporary Defensive Strategies.

Debt Securities. When CSAM 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.

Strategies Available to the Global Post-Venture Capital Fund Only

Private Fund Investments. Up to 10% of the Fund's net 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). CSAM 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 (measured at
the time the investments are made), these investments are highly speculative and
volatile and may produce gains or losses in this portion

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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.

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.

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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.

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

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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.

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.

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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 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

38
<PAGE> 152

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.

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:

39
<PAGE> 153

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.

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 structured securities, lend portfolio securities and enter
into repurchase agreements.

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.

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.

40
<PAGE> 154

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 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.

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:

<PAGE> 155

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.

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".

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.

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 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. Invest in warrants (other than warrants acquired by the Fund as
part of a

42
<PAGE> 156

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

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:

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.

43
<PAGE> 157

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.

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 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 an exchange or traded in an over-the-counter market
will be valued at the closing price on the exchange or market on which the
security is primarily traded (the "Primary Market") at the time of valuation
(the "Valuation Time"). If the security did not trade on the Primary Market, the
security will be valued at the closing price on another exchange or market where
it trades at the Valuation Time. If

44
<PAGE> 158

there are no such sales prices, the security will be valued at the most recent
bid quotation as of the Valuation Time or at the lowest asked quotation in the
case of a short sale of securities. If there are no such quotations, the value
of the security will be taken to be the most recent bid quotation on the
exchange or market. In determining the market value of portfolio investments,
each 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. If a Pricing Service is not able to
supply closing prices and bid/asked quotations, and there are two or more
dealers, brokers or market makers in the security, the security will be valued
at the mean between the highest bid and the lowest asked quotations from at
least two dealers, brokers or market makers or, if such dealers, brokers or
market makers only provide bid quotations, at the mean between the highest and
the lowest bid quotations provided. If a Pricing Service is not able to supply
closing prices and bid/asked quotations, and there is only one dealer, broker or
market maker in the security, the security will be valued at the mean between
the bid and the asked quotations provided, unless the dealer, broker or market
maker can only provide a bid quotation in which case the security will be valued
at such bid quotation. Options contracts will be valued similarly. Futures
contracts will be valued at the most recent settlement price at the time of
valuation. 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, CSAM 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 which cannot be
valued pursuant to the foregoing, 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.

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<PAGE> 159

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 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

CSAM 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.

46
<PAGE> 160

In selecting broker-dealers, CSAM does business exclusively with those
broker-dealers that, in CSAM's judgment, can be expected to provide the best
service. The service has two main aspects: the execution of buy and sell orders
and the provision of research. In negotiating commissions with broker-dealers,
CSAM will pay no more for execution and research services than it considers
either, or both together, to be worth. The worth of execution service depends on
the ability of the broker-dealer to minimize costs of securities purchased and
to maximize prices obtained for securities sold. The worth of research depends
on its usefulness in optimizing portfolio composition and its changes over time.
Commissions for the combination of execution and research services that meet
CSAM's standards may be higher than for execution services alone or for services
that fall below CSAM's standards. CSAM believes that these arrangements may
benefit all clients and not necessarily only the accounts in which the
particular investment transactions occur that are so executed. Further, CSAM
will only receive brokerage or research service in connection with securities
transactions that are consistent with the "safe harbor" provisions of Section
28(e) of the Securities Exchange Act of 1934 when paying such higher
commissions. Research services may include research on specific industries or
companies, macroeconomic analyses, analyses of national and international events
and trends, evaluations of thinly traded securities, computerized trading
screening techniques and securities ranking services, and general research
services.

Except for Private Funds managed by Abbott (with respect to the Global
Post-Venture Capital Fund), all orders for transactions in securities or options
on behalf of a Fund are placed by the Adviser with broker-dealers that it
selects, including Credit Suisse Asset Management Securities, Inc. ("CSAMSI")
and affiliates of Credit Suisse Group ("Credit Suisse"). A Fund may utilize
CSAMSI or affiliates of Credit Suisse in connection with a purchase or sale of
securities when the Adviser believes that the charge for the transaction does
not exceed usual and customary levels and when doing so is consistent with
guidelines adopted by the Board.

For the fiscal year ended October 31, 1999, 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 paid $33,368,
$569,962, $25.05, $8,023 and $644, respectively, in total brokerage commissions
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.

47
<PAGE> 161

FUND 1997 1998 1999
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Major Foreign Markets Fund $19,273(1) $192,591(2) $411,085(2)
- --------------------------------------------------------------------------------------------------------------
International Equity Fund $12,784,100 $13,044,983 $8,299,135(3)
- --------------------------------------------------------------------------------------------------------------
International Small Company Fund N/A $5,459 $122,294(2)
- --------------------------------------------------------------------------------------------------------------
Emerging Markets Fund $2,287,575 $1,052,556(3) $980,568
- --------------------------------------------------------------------------------------------------------------
Global Post-Venture Capital Fund $15,386 $15,541 $49,729(2)
- --------------------------------------------------------------------------------------------------------------
</TABLE>

1 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.

2 The increased size in commissions payments by the relevant Funds during
the period was attributable to an increase in (i) purchases and sales of
portfolio securities in response to volatility in market prices and (ii)
large capital inflows and outflows due to purchases and redemptions,
including active trading, of the Fund's shares.

3 The decrease in brokerage commissions paid by the relevant Fund during
the period was a result of fluctuations in the net asset value of the
Fund.

Investment decisions for a Fund concerning specific portfolio securities
are made independently from those for other clients advised by CSAM 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 CSAM 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, CSAM 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.

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

48
<PAGE> 162

practice, however, only when CSAM, in its sole discretion, believes such
practice to be otherwise in the Fund's interest.

In no instance will portfolio securities be purchased from or sold to
CSAM, CSAMSI, or Credit Suisse First Boston ("CS First Boston") or, Abbott (in
the case of the Global Post-Venture Capital Fund) or any affiliated person of
the foregoing entities except as permitted by SEC exemptive order or by
applicable law. 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.

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 higher brokerage
commissions, dealer markups or underwriting commissions as well as other
transaction costs. In addition, gains realized from portfolio turnover may be
taxable to shareholders. For the fiscal year ended October 31, 1999, the
increase in each of the International Small Company Fund's, Emerging Markets
Fund's and Global Post-Venture Capital Fund's portfolio turnover rate was due to
an increase in (i) purchases and sales of portfolio securities in response to
volatility in market prices and (ii) large capital inflows and outflows due to
purchases and redemptions, including active trading, of the Fund's shares.

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

49
<PAGE> 163

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 H. Francis (67) Director
40 Grosvenor Road Currently retired; Executive Vice
Short Hills, New Jersey 07078 President and Chief Financial Officer of
Pan Am Corporation and Pan American
World Airways, Inc. from 1988 to 1991;
Director of The Infinity Mutual Funds,
BISYS Group Incorporated;
Director/Trustee of other Warburg Pincus
Funds and other CSAM-advised investment
companies.

Jack W. Fritz (72) Director
2425 North Fish Creek Road Private investor; Consultant and
P.O. Box 483 Director of Fritz Broadcasting, Inc. and
Wilson, Wyoming 83014 Fritz Communications (developers and
operators of radio stations); Director
of Advo, Inc. (direct mail advertising);
Director/Trustee of other Warburg Pincus
Funds.

Jeffrey E. Garten (53) 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 of Aetna, Inc.;
Director of Calphine Energy Corporation;
Director/Trustee of other Warburg Pincus
Funds.

- -------------
(+) Director of the Major Foreign Markets Fund only.

<PAGE> 164

James S. Pasman, Jr. (69) Director
29 The Trillium Currently retired; President and Chief
Pittsburgh, Pennsylvania 15238 Operating Officer of National
InterGroup, Inc. from April 1989 to
March 1991; Chairman of Permian Oil Co.
from April 1989 to March 1991; Director
of Education Management Corp., Tyco
International Ltd.; Trustee, BT
Insurance Funds Trust; Director/Trustee
of other Warburg Pincus Funds and other
CSAM-advised investment companies.

William W. Priest* (58) Chairman of the Board
153 East 53rd Street Chairman-Management Committee, Chief
New York, New York 10022 Executive Officer and Managing Director
of CSAM since 1990; Director/Trustee of
other Warburg Pincus Funds and other
CSAM-advised investment companies.

Steven N. Rappaport (51) Director
40 East 52nd Street President of Loanet, Inc. (on-line
New York, New York 10022 accounting service) since 1997;
Executive Vice President of Loanet, Inc.
from 1994 to 1997; Director, President,
North American Operations, and former
Executive Vice President from 1992 to
1993 of Worldwide Operations of
Metallurg Inc.; Executive Vice
President, Telerate, Inc. from 1987 to
1992; Partner in the law firm of
Hartman & Craven until 1987;
Director/Trustee of other Warburg
Pincus Funds and other CSAM-advised
investment companies.

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

<PAGE> 165

Alexander B. Trowbridge (70) Director
1317 F Street, N.W., 5th Floor President of Trowbridge Partners, Inc.
Washington, DC 20004 (business consulting) since January
1990; Director or Trustee of New England
Mutual Life Insurance Co., ICOS
Corporation (biopharmaceuticals), IRI
International (energy services), The
Rouse Company (real estate development),
Harris Corp. (electronics and
communications equipment), The Gillette
Co. (personal care products) and Sunoco,
Inc. (petroleum refining and marketing);
Director/Trustee of other Warburg Pincus
Funds.

Eugene L. Podsiadlo (42) President
466 Lexington Avenue Managing Director of CSAM; Associated
New York, New York 10017-3147 with CSAM since Credit Suisse acquired
the Funds' predecessor adviser in July
1999; with the predecessor adviser since
1991; Vice President of Citibank, N.A.
from 1987 to 1991; Officer of CSAMSI and
of other Warburg Pincus Funds.

Hal Liebes, Esq. (35) Vice President and Secretary
153 East 53rd Street Managing Director and General Counsel of
New York, New York 10022 CSAM; Associated with Lehman Brothers,
Inc. from 1996 to 1997; Associated with
CSAM from 1995 to 1996; Associated with
CS First Boston Investment Management
from 1994 to 1995; Associated with
Division of Enforcement, U.S. Securities
and Exchange Commission from 1991 to
1994; Officer of CSAMSI, other Warburg
Pincus Funds and other CSAM-advised
investment companies.

Michael A. Pignataro (40) Treasurer and Chief Financial Officer
153 East 53rd Street Vice President and Director of Fund
New York, New York 10022 Administration of CSAM; Associated with
CSAM since 1984; Officer of other
Warburg Pincus Funds and other
CSAM-advised investment companies.

52
<PAGE> 166

Stuart J. Cohen, Esq. (31) Assistant Secretary
466 Lexington Avenue Vice President and Legal Counsel of
New York, New York 10017-3147 CSAM; Associated with CSAM since Credit
Suisse acquired the Funds' predecessor
adviser in July 1999; with the
predecessor adviser since 1997;
Associated with the law firm of Gordon
Altman Butowsky Weitzen Shalov & Wein
from 1995 to 1997; Officer of other
Warburg Pincus Funds.

Rocco A. DelGuercio (36) Assistant Treasurer
153 East 53rd Street Assistant Vice President and
New York, New York 10022 Administrative Officer of CSAM;
Associated with CSAM since June 1996;
Assistant Treasurer, Bankers Trust Corp.
-- Fund Administration from March 1994
to June 1996; Mutual Fund Accounting
Supervisor, Dreyfus Corporation from
April 1987 to March 1994; Officer of
other Warburg Pincus Funds and other
CSAM-advised investment companies.

No employee of CSAM, PFPC Inc. ("PFPC") or CSAMSI, the Funds'
co-administrators, or any of their affiliates receives any compensation from the
Funds for acting as an officer or director/trustee of a Fund. Each Director who
is not a director, trustee, officer or employee of CSAM, PFPC or CSAMSI or any
of their affiliates receives the following annual and per-meeting fees:

Fee for Each
Fee for Each Audit Committee
Fund Annual Fee Meeting Attended Meeting Attended
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Major Foreign Markets Fund $750 $250 $250 *
- ----------------------------------------------------------------------------------------------------------------------
International Equity Fund $750 $250 $250 *
- ----------------------------------------------------------------------------------------------------------------------
International Small Company Fund $750 $250 $250 *
- ----------------------------------------------------------------------------------------------------------------------
Emerging Markets Fund $750 $250 $250 *
- ----------------------------------------------------------------------------------------------------------------------
Global Post-Venture Capital Fund $750 $250 $250 *
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

* Alexander B. Trowbridge will receive $325 per fund serving as chairman of the
Audit Committee.

53
<PAGE> 167

Each Director is reimbursed for expenses incurred in connection with
attendance at Board meetings.

Directors' Total Compensation

(for the fiscal period ended October 31, 1999):

INTERNATIONAL GLOBAL ALL INVESTMENT
EMERGING INTERNATIONAL SMALL COMPANY MAJOR FOREIGN POST-VENTURE COMPANIES IN WARBURG
NAME OF DIRECTOR/TRUSTEE MARKETS FUND EQUITY FUND FUND MARKETS FUND CAPITAL FUND PINCUS FUND COMPLEX(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

William W. Priest(2) None None None None None None
- ------------------------------------------------------------------------------------------------------------------------------------

Arnold M. Reichman(3) None None None None None None
- ------------------------------------------------------------------------------------------------------------------------------------

Richard N. Cooper(4) $ 1,125 $ 1,375 $ 1,125 $ 1,125 $ 1,125 $ 47,500
- ------------------------------------------------------------------------------------------------------------------------------------

Donald J. Donahue(4) $ 475 $ 600 None $ 475 $ 475 $ 13,525
- ------------------------------------------------------------------------------------------------------------------------------------

Richard H. Francis(5) $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 38,250
- ------------------------------------------------------------------------------------------------------------------------------------

Jack W. Fritz $ 2,250 $ 2,750 $ 2,250 $ 2,250 $ 2,250 $ 94,250
- ------------------------------------------------------------------------------------------------------------------------------------

Jeffrey E. Garten(5) $ 2,250 $ 2,750 $ 2,250 $ 2,250 $ 2,250 $ 94,250
- ------------------------------------------------------------------------------------------------------------------------------------

Thomas A. Melfe(4) $ 1,375 $ 1,625 $ 1,375 $ 1,375 $ 1,375 $ 40,750
- ------------------------------------------------------------------------------------------------------------------------------------

James S. Pasman, Jr. (5) $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 38,250
- ------------------------------------------------------------------------------------------------------------------------------------

Steven N. Rappaport(5) $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 38,250
- ------------------------------------------------------------------------------------------------------------------------------------

Alexander B. Trowbridge $ 2,325 $ 2,825 $ 2,325 $ 2,325 $ 2,325 $ 97,100
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

1 Each Director/Trustee serves as a Director or Trustee of 51 investment
companies and portfolios in the Warburg Pincus family of funds, except
for Mr. Garten, who also serves as a Director or Trustee of 33 investment
companies in the Warburg Pincus family of funds. Mr. Garten resigned as a
Director of each Fund (except the Major Foreign Markets Fund) effective
February 3, 2000.

2 Mr. Priest receives compensation as an employee of CSAM, and,
accordingly, receives no compensation from any Fund or any other
investment company advised by CSAM.

3 Mr. Reichman resigned as a Director/Trustee of each Fund effective August
18, 1999. Mr. Reichman had been an employee of CSAM and, accordingly, had
received no compensation from any Fund or any other investment company
advised by CSAM.

4 Mr. Donahue resigned as a Director/Trustee of each Fund effective
February 6, 1998. Messrs. Cooper and Melfe resigned as a Director/Trustee
of each Fund effective July 6, 1999.

5 Mr. Garten became a Director/Trustee of each Fund effective February 6,
1998. Messrs. Francis, Pasman and Rappaport became Directors/Trustees of
the Funds effective July 6, 1999.

As of January 31, 2000, Directors or officers of the Funds as a group owned less
than 1% of each class 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.

54
<PAGE> 168

MAJOR FOREIGN MARKETS FUND

<S> <C> <C>
COMMON SHARES Charles Schwab & Co Inc* 16.35%
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual funds
101 Montgomery St
San Francisco, CA 94104-4122

The Northern Trust Co TTEE* 11.97%
FBO Gatx Master Trust Ret Trust
DTD 12/19/79
500 W Monroe St.
Chicago, IL 60661-3630

Agnes E. Williams 5.42%
8901 Durham Drive
Potomac, MD 20854-4613

INTERNATIONAL EQUITY FUND

COMMON SHARES Charles Schwab & Co. Inc.* 25.97%
Special Custody Account For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122

Nat'l Financial Svcs Corp.* 10.74%
FBO Customers
Church St. Station
PO Box 3908
New York, NY 10008-3908

ADVISOR SHARES Connecticut General Life Ins. Co.* 99.30%
On Behalf Of Its Separate Account
55F c/o Melissa Spencer M110
CIGNA Corp PO Box 2975
Hartford, CT 06104-2975

INTERNATIONAL SMALL COMPANY FUND

COMMON SHARES Charles Schwab & Co Inc* 24.45%
Special Custody Account For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4122
</TABLE>

55
<PAGE> 169

<TABLE>
<S> <C> <C>
Nat'l Financial Svcs Corp* 17.08%
FBO Customers
Church St Station
P.O. Box 3908
New York, NY 10008-3908

National Investor Services Corp* 6.29%
For the Exclusive Benefit of
Our Customers
55 Water St Fl 32
New York, NY 10041-3299

EMERGING MARKETS FUND

COMMON SHARES Charles Schwab & Co Inc.* 26.31%
Special Custody Account For The
Exclusive Benefit Of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122

Salomon Smith Barney Inc.* 14.84%
Book Entry Account
Attn: Matt Maesstri
333 West 34th Street
7th Floor, Mutual Fund Dept.
New York, NY 10001-2483

Nat'l Financial Svcs. Corp.* 10.48%
FBO Customers
P.O. Box 3908
Church St. Station
New York, NY 10008-3908

National Investor Services Corp.* 6.70%
For the Exclusive Benefit of Our Customers
55 Water Street FL 32
New York, New York 10041-3299

Merrill Lynch Pierce 5.63%
Fenner & Smith Inc.*
Building 1 Team A FL 2
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484

ADVISOR SHARES Donaldson Lufkin & Jenrette Secs* 40.91%
PO Box 2052
Jersey City, NJ 07303-2052
</TABLE>

56
<PAGE> 170

Lewco Securities Corp* 20.41%
FBO A/C # W68-202016-9-01
34 Exchange Place 4th Floor
Jersey City, NJ 07302-3885

Bear Stearns Securities Corp* 9.73%
FBO 523-00435-14
1 Metrotech Center North
Brooklyn, NY 11201-3870

Bank of America Securities LLC* 8.50%
110-45178-16
Attn: Mutual Funds: 4th Floor
600 Montgomery St.
San Francisco, CA 94111-2702

Bank of America Securities LLC* 8.11%
110-41287-13
Attn: Mutual Funds - 4th Floor
600 Montgomery Street
San Francisco, CA 94111-2702

National Investor Services Corp.* 7.05%
For the Exclusive Benefit of Our Customers
55 Water Street FL 32
New York, New York 10041-3299
GLOBAL POST VENTURE CAPITAL FUND

COMMON SHARES Charles Schwab & Co. Inc.* 34.76%
Special Custody Account For The
Exclusive Benefit Of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4122

Nat'l Financial Svcs Corp* 18.86%
FBO Customers
P.O. Box 3908
Church St Station
New York, NY 10008-3908

National Investor Services Corp.* 5.85%
For the Exclusive Benefit of Our Customers
55 Water Street FL 32
New York, New York 10005-2815

ADVISOR SHARES SEMA & Co.* 42.80%
95400141
12 E 49th St 41st Fl
New York, NY 10017-1038
</TABLE>

57
<PAGE> 171

National Investor Services Corp.* 35.70%
For the Exclusive Benefit of Our Customers
55 Water Street FL 32
New York, New York 10041-3299

Dreyfus Investment Services Corporation* 7.89%
FBO 659596601
2 Mellon Bank Center Room 177
Pittsburgh, PA 15259-0001
</TABLE>

*Each Fund believes these entities are not the beneficial owners of shares held
of record by them.

Portfolio Managers of the Funds

Major Foreign Markets Fund.

P. Nicholas Edwards is Co-Portfolio Manager of the Major Foreign Markets
Fund. Mr. Edwards has been associated with CSAM since CSAM acquired the Fund's
predecessor adviser in July 1999 and joined the predecessor adviser in 1995. Mr.
Edwards was a director and senior fund manager at Jardine Fleming Investment
Advisers, Tokyo from 1984 to 1995. Mr. Edwards earned M.A. degrees from Oxford
University and Hiroshima University in Japan.

Harold W. Ehrlich is Co-Portfolio Manager of the Major Foreign Markets
Fund. Mr. Ehrlich has been associated with CSAM since CSAM acquired the Fund's
predecessor adviser in July 1999 and joined the predecessor adviser in 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,
earned his Chartered Financial Analyst designation in 1990 and has been a member
of the Council of Examiners for the Chartered Financial Analyst examination.

Vincent J. McBride is an Associate Portfolio Manager of the Major Foreign
Markets Fund. Mr. McBride has been associated with CSAM since CSAM acquired the
Fund's predecessor adviser in July 1999 and joined the predecessor adviser 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.

Nancy Nierman is an Associate Portfolio Manager of the Major Foreign
Markets Fund. Ms. Nierman has been associated with CSAM since CSAM acquired the

58
<PAGE> 172

Fund's predecessor adviser in July 1999 and joined the predecessor adviser in
1996. She was a vice president and portfolio manager/analyst 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.

J.H. Cullum Clark, CFA, is an Associate Portfolio Manager of the Major
Foreign Markets Fund. Mr. Clark has been associated with CSAM since CSAM
acquired the Fund's predecessor adviser in July 1999 and joined the predecessor
adviser in 1996. 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.

Todd Jacobson, CFA, is an Associate Portfolio Manager and Research
Analyst of the Major Foreign Markets Fund. Mr. Jacobson has been associated with
CSAM since CSAM acquired the Fund's predecessor adviser in July 1999 and joined
the predecessor adviser in 1997. He was an analyst at Brown Brothers Harriman
from 1993 to 1997. Mr. Jacobson was also an analyst with Value Line from 1989 to
1991. Mr. Jacobson received his M.B.A. degree in Finance from the Wharton School
and his B.A. degree Phi Beta Kappa in Economics from the State University of New
York - Binghamton.

International Small Company Fund.

Harold E. Sharon is Co-Portfolio Manager of the International Small
Company Fund and manages other Warburg Pincus funds. Mr. Sharon has been
associated with CSAM since CSAM acquired the Fund's predecessor adviser in July
1999 and joined the predecessor adviser in 1998. Mr. Sharon was an executive
director and portfolio manager at CIBC Oppenheimer from 1994 to 1998. Mr. Sharon
was previously a Vice President and Portfolio Manager at Warburg from 1990 to
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.

J.H. Cullum Clark is a CFA and Co-Portfolio Manager of the International
Small Company Fund (see biography above).

International Equity Fund.

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

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

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

59
<PAGE> 173

Harold E. Sharon is Co-Portfolio Manager of the International Equity Fund
and the Emerging Markets Fund (see biography above).

Emerging Markets Fund.

Harold E. Sharon is Co-Portfolio Manager of the Emerging Markets Fund
(see biography above).

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

Jun Sung Kim is an Associate Portfolio Manager of the Emerging Markets
Fund. Mr. Kim has been associated with CSAM since CSAM acquired the Fund's
predecessor adviser in July 1999 and joined the predecessor adviser 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 1992 to 1994. Prior to that, Mr. Kim was an Asian institutional salesman at
W.I. Carr and an analyst at Lee & Company.

Federico D. Laffan is an Associate Portfolio Manager of the Emerging
Markets Fund. Mr. Laffan has been associated with CSAM since CSAM acquired the
Fund's predecessor adviser in July 1999 and joined the predecessor adviser 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 1990 to 1996. Prior to that, Mr. Laffan was a
development manager at Bristol Myers Squibb.

As further described in the Prospectus, the Credit Suisse Asset
Management International Equity Team is also responsible for the management of
the Emerging Markets Fund.

Global Post-Venture Capital Fund.

Elizabeth B. Dater is a Co-Portfolio Manager of the Fund and manages
other Warburg Pincus funds. Ms. Dater has been associated with CSAM since CSAM
acquired the Fund's predecessor adviser in July 1999 and joined the predecessor
adviser in 1978. Prior to that, she was a vice president of research and a U.S.
equity analyst 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.

J.H. Cullum Clark is Co-Portfolio Manager of the Global Post-Venture
Capital Fund (see biography above).

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

60
<PAGE> 174

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

CSAM, located at 153 East 53rd Street, New York, New York 10022, serves
as investment adviser to each Fund pursuant to a written agreement
(collectively, the "Advisory Agreement"). CSAM is an indirect wholly-owned U.S.
subsidiary of Credit Suisse ("Credit Suisse"). Credit Suisse is a global
financial services company, providing a comprehensive range of banking and
insurance products. Active on every continent and in all major financial
centers, Credit Suisse comprises five business units -- Credit Suisse Asset
Management (asset management); Credit Suisse First Boston (investment banking);
Credit Suisse Private Banking (private banking); Credit Suisse (retail banking);
and Winterthur (insurance). Credit Suisse has approximately $680 billion of
global assets under management and employs approximately 62,000 people
worldwide. The principal business address of Credit Suisse is Paradeplatz 8, CH
8070, Zurich, Switzerland.

Prior to July 6, 1999, Warburg Pincus Asset Management, Inc. ("Warburg")
served as investment adviser to each Fund. On that date, Credit Suisse acquired
Warburg and combined Warburg with Credit Suisse's existing U.S.-based asset
management business ("Credit Suisse Asset Management"). Consequently, the
combined entity, CSAM, became the Funds' investment adviser. Credit Suisse Asset
Management, formerly known as BEA Associates, together with its predecessor
firms, has been engaged in the investment advisory business for over 60 years.

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. 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 $4.2 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

61
<PAGE> 175

in 1986 as a Delaware limited partnership and converted to a Delaware limited
liability company effective July 1, 1997.

CSAMSI and PFPC serve as co-administrators to each Fund pursuant to
separate written agreements. CSAMSI became co-administrator to each Fund on
November 1, 1999. Prior to that, Counsellors Funds Service, Inc. ("Counsellors
Service") served as co-administrator to the Funds. CSAMSI provides shareholder
liaison services to each Fund including responding to shareholder inquiries and
providing information on shareholder investments. CSAMSI 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. For
services provided by CSAM under each Advisory Agreement, the Major Foreign
Markets Fund, International Equity Fund, International Small Company Fund,
Emerging Markets Fund and Global Post-Venture Capital Fund each pay CSAM a fee
calculated at an annual rate of 1.00%, 1.00%, 1.10%, 1.25% and 1.25%,
respectively, of the Fund's average daily net assets. As compensation, the
Common Shares and Advisor Shares of each Fund pay CSAMSI a fee calculated at an
annual rate of .10% of their respective average daily net assets. CSAMSI
receives no compensation for the services provided to the Institutional Shares.

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. PFPC has its principal offices at 400 Bellevue Parkway,
Wilmington, Delaware 19809.

Each class of shares of a Fund bears its proportionate share of fees
payable to CSAM, CSAMSI 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.

For the following fiscal years ended October 31 during which a Fund had
investment operations, investment advisory fees earned by CSAM or its
predecessor, waivers and net advisory fees for each Fund were as follows:

62
<PAGE> 176

GROSS NET
FUND YEAR/ PERIOD ENDED ADVISORY FEE WAIVER ADVISORY FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Major Foreign Markets Fund October 31, 1997* $12,662 $12,662 0
---------------------------------------------------------------------------------------
(commenced operations on 3/31/97) October 31, 1998 $230,682 $202,603 $28,079
---------------------------------------------------------------------------------------
October 31, 1999 $563,926 $260,929 $302,997
- -----------------------------------------------------------------------------------------------------------------------------------
International Equity Fund October 31, 1997 $33,440,864 None $33,440,864
---------------------------------------------------------------------------------------
(commenced operations on 5/2/89) October 31, 1998 $21,710,859 None $21,710,859
---------------------------------------------------------------------------------------
October 31, 1999 $12,603,946 None $12,603,946
- -----------------------------------------------------------------------------------------------------------------------------------
International Small Company Fund October 31, 1998 $5,026 $5,026 0
---------------------------------------------------------------------------------------
(commenced operations on 5/29/98) October 31, 1999 $75,081 $75,081 0
- -----------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Fund October 31, 1997 $3,124,684 $1,146,495 $1,978,189
---------------------------------------------------------------------------------------
(commenced operations on 12/30/94) October 31, 1998 $1,232,557 $524,180 $708,377
---------------------------------------------------------------------------------------
October 31, 1999 $824,963 $447,804 $377,159
- -----------------------------------------------------------------------------------------------------------------------------------
Global Post-Venture Capital Fund October 31, 1997 $49,452 $49,452 0
---------------------------------------------------------------------------------------
(commenced operations on 9/30/96) October 31, 1998 $43,604 $43,604 0
---------------------------------------------------------------------------------------
October 31, 1999 $67,434 $60,242 0
- -----------------------------------------------------------------------------------------------------------------------------------
</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.

With respect to the International Small Company Fund and Global
Post-Venture Capital Fund, CSAM also reimbursed expenses of $64,319 and $37,389,
respectively.

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

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 3/31/97) October 31, 1998 $44,290 ($27,841) $23,200
----------------------------------------------------------------------------------
October 31, 1999 $83,044($46,930) $56,393
-------------------------------------------------------------------------------------------------------------------------------
International Equity Fund October 31, 1997 $2,047,043 $3,344,086
----------------------------------------------------------------------------------
(commenced operations on 5/2/89) October 31, 1998 $1,486,215 $2,171,086
----------------------------------------------------------------------------------
October 31, 1999 $1,021,266 $1,260,395
-------------------------------------------------------------------------------------------------------------------------------
International Small Company Fund October 31, 1998 $3,988 ($548) $457
----------------------------------------------------------------------------------
(commenced operations on 5/29/98) October 31, 1999 $22,580($8,191) $6,826
-------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Fund October 31, 1997 $297,624 $249,975
----------------------------------------------------------------------------------
(commenced operations on 12/30/94) October 31, 1998 $133,902 ($11,373) $98,604
----------------------------------------------------------------------------------
October 31, 1999 $86,687($16,507) $65,997
-------------------------------------------------------------------------------------------------------------------------------
Global Post-Venture Capital Fund October 31, 1997 $4,747 ($4,747) $3,956
----------------------------------------------------------------------------------
(commenced operations on 9/30/96) October 31, 1998 $9,320 ($4,186) $3,489
----------------------------------------------------------------------------------
October 31, 1999 $15,946($6,474) $5,395
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

63
<PAGE> 177

Custodians and Transfer Agent

PFPC Trust Company ("PFPC Trust") 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, PFPC 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. PFPC may delegate its duties under its Custodian
Agreement with the Fund to a wholly owned direct or indirect subsidiary of PFPC
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 and PFPC Trust is
authorized to select one or more domestic banks or trust companies to serve as
sub-custodian on behalf of the Funds. PFPC Trust has entered into a
sub-custodian agreement with PNC Bank, National Association ("PNC"), pursuant to
which PNC provides asset safekeeping and securities clearing services. PFPC
Trust and PNC are indirect, wholly owned subsidiaries of PNC Bank Corp. and
their principal business address is Attn: Mutual Fund Custody Services, 8800
Tinicum Boulevard, Philadelphia, Pennsylvania 19153. 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 incorporated on February 9, 1989 under the laws of the

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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 Emerging Markets Fund) currently offers
two classes of shares, Common Shares and Advisor Shares. The Major Foreign
Markets Fund and the International Small Company Fund currently offer only
Common Shares. The Emerging Markets Fund currently offers three classes of
shares, Common Shares, Advisor Shares and Institutional 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 (with the exception of the Emerging Markets Fund)
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
Emerging Market 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," one billion shares are designated
"Advisor Shares" and one billion shares are designated "Institutional 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.

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Distribution and Shareholder Servicing

Distributor. Provident Distributors, Inc. ("PDI") serves as distributor
of the Funds' shares. PDI offers each Fund's shares on a continuous basis. No
compensation is payable by the Funds to PDI for distribution services, however,
pursuant to a separate agreement with CSAM, PDI is compensated for the services
provided to the Funds. PDI's principal business address is Four Falls Corporate
Center, West Conshohocken, Pennsylvania 19428-2961.

Common Shares. With the exception of the International Equity Fund, each
Fund has adopted a Shareholder Servicing and Distribution Plan (the "Common
Shares 12b-1 Plan"), pursuant to Rule 12b-1 under the 1940 Act, pursuant to
which the Fund pays CSAMSI a fee calculated at an annual rate of .25% of the
average daily net assets of the Common Shares of the Fund. The fee is intended
to compensate CSAMSI, or to enable CSAMSI to compensate other persons ("Service
Providers"), for providing Services (as defined below) to the Funds. Services
performed by CSAMSI or Service Providers include (i) services that are primarily
intended to result in, or that are primarily attributable to, the sale of the
Common Shares, as set forth in the Common Shares 12b-1 Plan ("Selling Services")
and (ii) ongoing servicing and/or maintenance of the accounts of Common
Shareholders of the Fund, as set forth in the Common Shares 12b-1 Plan
("Shareholder Services", together with Selling Services, "Services").
Shareholder Services may include, without limitation, responding to Fund
shareholder inquiries and providing services to shareholders not otherwise
provided by the Funds' distributor or transfer agent. Selling Services may
include, without limitation, (a) the printing and distribution to prospective
investors in Common Shares of prospectuses and statements of additional
information describing the Funds; (b) the preparation, including printing, and
distribution of sales literature, advertisements and other informational
materials relating to the Common Shares; (c) providing telephone services
relating to the Funds, including responding to inquiries of prospective Fund
investors; (d) formulating and implementing marketing and promotional
activities, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising; and (e)
obtaining whatever information, analyses and reports with respect to marketing
and promotional activities that the Funds may, from time to time, deem
advisable. In providing compensation for Services in accordance with this Plan,
CSAMSI is expressly authorized (i) to make, or cause to be made, payments to
Service Providers reflecting an allocation of overhead and other office expenses
related to providing Services and (ii) to make, or cause to be made, payments to
compensate selected dealers or other authorized persons for providing any
Services.

Payments under the Common Shares 12b-1 Plan are not tied exclusively to
the distribution expenses actually incurred by CSAMSI and the payments may
exceed distribution expenses actually incurred.

Pursuant to the Common Shares 12b-1 Plan, CSAMSI provides the Board with
periodic reports of amounts expended under the Common Shares 12b-1 Plan and the
purpose for which the expenditures were made.

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The Common Shares 12b-1 Plan was adopted on November 1, 1999. Prior to
that date, a substantially similar plan was in place with respect to the Common
Shares (the "Prior Common Shares 12b-1 Plan"). For the period or year ended
October 31, 1999, the Funds' Common Shares paid the following amounts pursuant
to the Prior Common Shares 12b-1 Plan, all of which was spent on advertising,
marketing communications and public relations. The Major Foreign Markets Fund
suspended the imposition of its Rule 12b-1 fees on February 6, 1998.

FUND PAYMENT
- ----------------------------------------------------------------------------------------
<S> <C>
Major Foreign Markets Fund $0

- ----------------------------------------------------------------------------------------
International Small Company Fund $17,064

- ----------------------------------------------------------------------------------------
Emerging Markets Fund $164,936

- ----------------------------------------------------------------------------------------
Global Post-Venture Capital Fund $13,445

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

Each Fund has authorized certain broker-dealers, financial institutions,
recordkeeping organizations and other financial intermediaries (collectively,
"Service Organizations") or, if applicable, their designees to enter confirmed
purchase and redemption orders on behalf of their clients and customers, with
payment to follow no later than the Fund's pricing on the following business
day. If payment is not received by such time, the Service Organization could be
held liable for resulting fees or losses. The Fund may be deemed to have
received a purchase or redemption order when a Service Organization, or, if
applicable, its authorized designee, accepts the order. Such orders received by
the Fund in proper form will be priced at the Fund's net asset value next
computed after they are accepted by the Service Organization or its authorized
designee. Service Organizations may impose transaction or administrative charges
or other direct fees, which charges or fees would not be imposed if Fund shares
are purchased directly from the Funds.

For administration, subaccounting, transfer agency and/or other services,
CSAM or its affiliates may pay Service Organizations a fee up to .40% of the
average annual value of accounts with the Funds maintained by such Service
Organizations (the "Service Fee"). Service Organizations may also be reimbursed
for marketing costs. The Service Fee payable to any one Service Organization is
determined based upon a number of factors, including the nature and quality of
services provided, the operations processing requirements of the relationship
and the standardized fee schedule of the Service Organization or recordkeeper.
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 International Equity Fund, Emerging Markets Fund and
Global Post-Venture Capital Fund have entered, and the Major Foreign Markets
Fund and International Small Company Fund 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

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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 "Advisor Shares 12b-1 Plan") pursuant to Rule 12b-1 under
the 1940 Act, pursuant to which the Fund pays 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. Such payments may be paid to Institutions directly
by a Fund or by CSAMSI on behalf of the Fund. The Advisor Shares 12b-1 Plan
requires the Board, at least quarterly, to receive and review written reports of
amounts expended under the Advisor Shares 12b-1 Plan and the purposes for which
such expenditures were made. The Advisor Shares 12b-1 Plan was adopted on
November 1, 1999. Prior to that date, a substantially similar plan was in place
with respect to the Advisor Shares (the "Prior Advisor Shares 12b-1 Plan"). For
the years or periods ended October 31, 1999, the Funds paid the following fees
pursuant to the Prior Advisor Shares 12b-1 Plan, all of which were paid to
Institutions:

FUND PAYMENT
- -------------------------------------------------------------------------------------
<S> <C>
International Equity Fund $1,277,567

- -------------------------------------------------------------------------------------
Emerging Markets Fund $114

- -------------------------------------------------------------------------------------
Global Post-Venture Capital Fund $81

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

Certain Institutions may receive additional fees from the CSAMSI, CSAM or
their affiliates for providing supplemental services in connection with
investments in the Funds. Institutions 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. Fees payable to any particular Institution are
determined based upon a number of factors, including the nature and quality of
the services provided, the operations processing requirements of the
relationship and the standardized fee schedules of the Institutions. To the
extent that CSAMSI, CSAM, 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 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

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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.

Institutional Shares. CSAMSI serves as the distributor for the
Institutional Shares of the Emerging Markets Fund. CSAMSI offers the Fund's
Institutional Shares on a continuous basis. No compensation is payable to CSAMSI
for distribution services for the Fund's Institutional Class.

General. The Common Shares 12b-1 Plan and the Advisor Shares 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 Common Shares 12b-1
Plan and the Advisor Shares 12b-1 Plan would require the approval of the Board
in the same manner. Neither the Common Shares 12b-1 Plan nor the Advisor Shares
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
Common Shares 12b-1 Plan and the Advisor Shares 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 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. Each Fund has
elected, however, to be governed by Rule 18f-1 under the 1940 Act as a result of
which a Fund is obligated to redeem shares, with respect to any one shareholder
during any 90 day period, solely in cash up to the lesser of $250,000 or 1% of
the net asset value of that Fund at the beginning of the period.

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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 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 CSAM 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. An Institutional Shareholder may exchange Institutional Shares
of a Fund for Institutional 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 CSAM'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

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specific federal, state, local and foreign tax consequences of investing in a
Fund. The summary is based on the laws in effect on the date of this Statement
of Additional Information and existing judicial and administrative
interpretations thereof, both of which are subject to change.

The Funds and Their Investments.

Each Fund intends to continue to qualify as a regulated investment
company during each taxable year under Part I of Subchapter M of 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,
securities, 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 U.S. Government Securities or securities of other regulated
investment companies) of any one issuer or any two or more issuers that the Fund
controls and which are determined to be engaged in the same or similar trades or
businesses or related trades or businesses.

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-term and short-term capital gains) and on its
net realized long-term 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 to its shareholders, 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 such
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

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net short-term capital losses and capital loss carryovers, it will be subject to
a corporate tax (currently at 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
ordinary income for that year and at least 98% of its net capital gains (both
long-term and short-term) for the one-year period ending, as a general rule, on
October 31 of that year. For this purpose, however, any ordinary income or net
capital gains retained by the Fund that is subject to corporate income tax will
be considered to have been distributed by year-end. The balance of such income
must be distributed during the next calendar 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 excise 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.
Moreover, 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 the Fund had been liquidated) in order
to qualify as a regulated investment company in a subsequent year.

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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 impossible 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 such case, a Fund would report any such gains as
ordinary income and would deduct any such 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

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revoked with the 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 stock. A Fund may have to distribute this
"phantom" income and gain to satisfy the 90% 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.

Fund Taxes on Swaps.

As a result of entering into index swaps, the Funds may make or receive
periodic net payments. They may also make or receive a payment when a swap is
terminated prior to maturity through an assignment of the swap or other closing
transaction. Periodic net payments will constitute ordinary income or
deductions, while termination of a swap will result in capital gain or loss
(which will be a long-term capital gain or loss if a Fund has been a party to
the swap for more than one year).

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 realized
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 an 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

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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. 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 during such six-month period.

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 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

75
<PAGE> 189

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 to undistributed capital gains (discussed above in
"The Funds and Their Investments") made by the Fund to its shareholders.

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, 1999 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 TEN YEAR
FUND ONE-YEAR FIVE-YEAR TEN-YEAR (COMMENCEMENT DATE)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
18.93% (17.50%)
Major Foreign Markets Fund 38.52% (37.91%) N/A N/A (3/31/97)
- --------------------------------------------------------------------------------------------------------------------------------
11.41%
International Equity Fund 31.49% 6.77% 10.61% (5/2/89)
- --------------------------------------------------------------------------------------------------------------------------------
International Small 74.51% (73.29%)
Company Fund 157.14% (155.28%) N/A N/A (5/29/98)
- --------------------------------------------------------------------------------------------------------------------------------
-0.04% (-1.25%)
Emerging Markets Fund 40.67% (39.61%) N/A N/A (12/30/94)
- --------------------------------------------------------------------------------------------------------------------------------
Global Post-Venture 25.28% (21.45%)
Capital Fund 83.36% (80.60%) N/A N/A (9/30/96)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

+Non-annualized.

76
<PAGE> 190

ADVISOR SHARES

FROM COMMENCEMENT OF
OPERATIONS
FUND ONE-YEAR FIVE-YEAR TEN-YEAR (COMMENCEMENT DATE)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
9.52%
International Equity Fund 30.78% 6.28% N/A (4/5/91)
- ---------------------------------------------------------------------------------------------------------------------------------
0.79% (-2.70%)
Emerging Markets Fund 40.22% (39.60%) N/A N/A (12/30/94)
- ---------------------------------------------------------------------------------------------------------------------------------
24.90% (22.15%)
Global Post-Venture Fund 83.06% (82.39%) N/A N/A 9/30/96
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

+Non-annualized.

The Institutional Shares of the Emerging Markets Fund had not commenced
operations as of the date of October 31, 1999. The Institutional Class would
have substantially similar returns as the Common Class and Advisor Class.
However, since the Institutional Class is subject to slightly lower expenses,
the returns of the Institutional Class would have been slightly higher.

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)(n) = 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

77
<PAGE> 191

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
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.

CSAM 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

78
<PAGE> 192

measured by the S&P 500 Index in 15 of the last 28 years. The following table
compares annual total returns of the EAFE Index and the S&P 500 Index for the
calendar years shown.

EAFE INDEX VS. S&P 500 INDEX
1972-1999
ANNUAL TOTAL RETURN+

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 18.29 26.23
1999* 26.97 21.02
</TABLE>

- --------------------
+ Without reinvestment of dividends.

* The EAFE Index has outperformed the S&P 500 Index 15 out of the last 28
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
with similar investment objectives and policies, which may be based on the
rankings prepared by Lipper Analytical Services, Inc. or similar investment
services that monitor the

79
<PAGE> 193

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, and 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
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,
the Lipper Emerging Markets Funds 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 Morgan
Stanley Capital International 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 CSAM 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 various indices 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

80
<PAGE> 194

venture capital financed companies and the benefits expected to be achieved from
investing in these companies.

In 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 and provides
legal services from time to time for CSAM and CSAMSI.

MISCELLANEOUS

The Funds are not sponsored, endorsed, sold or promoted by Warburg,
Pincus & Co. Warburg, Pincus & Co. makes no representation or warranty, express
or implied, to the owners of the Funds or any member of the public regarding the
advisability of investing in securities generally or in the Funds particularly.
Warburg, Pincus & Co. licenses certain trademarks and trade names of Warburg,
Pincus & Co., and is not responsible for and has not participated in the
calculation of the Funds' net asset value, nor is Warburg, Pincus & Co. a
distributor of the Funds. Warburg, Pincus & Co. has no obligation or liability
in connection with the administration, marketing or trading of the Funds.

FINANCIAL STATEMENTS

81
<PAGE> 195

Each Fund will furnish without charge a copy of its Annual Report upon request
by calling Warburg Pincus Funds at 800-927-2874.

82
<PAGE> 196

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> 197

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> 198

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
<PAGE> 199

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
<PAGE> 200

PART C

OTHER INFORMATION

WARBURG, PINCUS EMERGING MARKETS FUND, INC.
-------------------------------------------

Item 23. Exhibits

<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
a(1) Articles of Incorporation. (1)

(2) Articles of Amendment. (1)

(3) Articles of Amendment. (2)

(4) Articles Supplementary. (2)

(5) Articles Supplementary. (3)

b(1) By-Laws. (1)

(2) Amendment to By-Laws. (4)

c Form of Share Certificates. (1)

d Investment Advisory Agreement. (5)
</TABLE>

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

(1) Incorporated by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A, filed on June 30,
1995.

(2) Incorporated by reference to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A, filed on February
25, 1997.

(3) Incorporated by reference to Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A, filed on November
12, 1999.

(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 the
Registration Statement on Form N-14 of Warburg, Pincus Global Post-
Venture Capital Fund, Inc., filed November 4, 1999 (Securities Act
File No. 333-90341).

<PAGE> 201

<TABLE>
<S> <C>
e Distribution Agreement with Provident Distributors, Inc. (6)

f Not applicable.

g(1) Form of Custodian Agreement with State Street Bank and Trust
Company. (7)

(2) Form of Custodian Services Agreement with PFPC Trust Company. (8)

(3) Form of Sub-Custodian Services Agreement with PFPC Trust Company
and PNC Bank, National Association. (8)

h(1) Form of Transfer Agency Agreement. (9)

(2) Credit Suisse Asset Management Securities, Inc. Co-Administration
Agreement. (10)

(3) Form of PFPC Co-Administration Agreement. (7)

(4) Forms of Services Agreements. (2)

i(1) Opinion and Consent of Willkie Farr & Gallagher, counsel to the
Fund.
</TABLE>

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

(6) Incorporated by reference toPost-Effective Amendment No. 9 to the
Registration Statement on Form N-1A of Warburg, Pincus Balanced Fund,
Inc., filed February 24, 2000 (Securities Act File No. 333-00533).

(7) 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)
Fund, Inc.), filed November 5, 1997 (Securities Act File No.
333-39611).

(8) Incorporated by reference to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A of Warburg, Pincus Trust filed
April 16, 1999 (Securities Act File No. 33-58125).

(9) 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).

(10) Incorporated by reference to the Registration Statement on Form N-14
of Warburg, Pincus Global Post-Venture Capital Fund, Inc., filed
November 4, 1999 (Securities Act File No. 333-90431).

<PAGE> 202

<TABLE>
<S> <C>
(2) Opinion and Consent of Venable, Baetjer and Howard, LLP, Maryland
counsel to the Fund. (11)

j(1) Consent of PricewaterhouseCoopers LLP, Independent Accountants.

j(2) Powers of Attorney. (10)

k Not applicable

l Form of Purchase Agreement. (1)

m(1) Shareholder Servicing and Distribution Plan. (10)

(2) Distribution Plan. (10)

n Not applicable.

o Amended Rule 18f-3 Plan. (10)
</TABLE>

Item 24. Persons Controlled by or Under Common Control with Registrant

From time to time, Credit Suisse Asset Management, LLC ("CSAM LLC")
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. CSAM, LLC has three
wholly-owned subsidiaries: 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 CSAM, LLC, Credit Suisse
Asset Management Securities, Inc. ("CSAM 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 the Registration Statement of
Warburg, Pincus Trust (Securities Act File No. 33-58125), filed on March 17,
1995.

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

(11) 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 Emerging
Markets Fund, Inc., filed November 4, 1999 (Securities Act File No.
333-90343).

<PAGE> 203

Item 26. Business and Other Connections of Investment Adviser

CSAM, LLC acts as investment adviser to the Registrant. CSAM, LLC
renders investment advice to a wide variety of individual and institutional
clients. The list required by this Item 26 of officers and directors of CSAM,
LLC, 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 CSAM, LLC
(SEC File No. 801-37170).

Item 29. Principal Underwriter

(a) PDI acts 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 European Equity Fund; Warburg
Pincus Fixed Income Fund; Warburg Pincus Focus Fund; Warburg Pincus Global
Fixed Income Fund; Warburg Pincus Global Health Sciences Fund; Warburg Pincus
Global Post-Venture Capital Fund; Warburg Pincus Global Telecommunications
Fund; Warburg Pincus High Yield Fund; Warburg Pincus Institutional Fund;
Warburg Pincus Intermediate Maturity Government Fund; Warburg Pincus
International Equity 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 Small Company Growth Fund; Warburg Pincus Small Company Value Fund;
Warburg Pincus Strategic Global Fixed Income 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 Value Fund; Warburg Pincus
WorldPerks Money Market Fund and Warburg Pincus WorldPerks Tax Free Money
Market Fund.

PDI also acts as principal underwriter for the following investment
companies: International Dollar Reserve Fund I, Ltd.; Provident Institutional
Funds Trust; Pacific Innovations Trust; Columbia Common Stock Fund, Inc.;
Columbia Growth Fund, Inc.; Columbia International Stock Fund, Inc.; Columbia
Special Fund, Inc.; Columbia Small Cap Fund, Inc.; Columbia Real Estate Equity
Fund, Inc.; Columbia Balanced Fund, Inc.; Columbia Daily Income Company;
Columbia U.S. Government Securities Fund, Inc.; Columbia Fixed Income
Securities Fund, Inc.; Columbia Municipal Bond Fund, Inc.; Columbia High Yield
Fund, Inc.; Columbia National Municipal Bond Fund, Inc.; GAMNA Series Funds,
Inc.; WT Investment Trust; Kalmar Pooled Investment Trust; The RBB Fund, Inc.;
Robertson Stephens Investment Trust; HT Insight Funds,

<PAGE> 204

Inc.; Harris Insight Funds Trust; Hilliard-Lyons Government Fund, Inc.;
Hilliard-Lyons Growth Fund, Inc.; Hilliard-Lyons Research Trust; Senbanc Fund;
ABN AMRO Funds; Alleghany Funds; BT Insurance Funds Trust; First Choice Funds
Trust; Forward Funds, Inc.; IAA Trust Asset Allocation Fund, Inc.; IAA Trust
Growth Fund, Inc.; IAA Trust Tax Exempt Bond Fund, Inc.; IAA Trust Taxable
Fixed Income Series Fund, Inc.; IBJ Funds Trust; Light Index Funds, Inc.; LKCM
Funds; Matthews International Funds; McM Funds; Metropolitan West Funds; New
Covenant Funds, Inc.; Panorama Trust; Smith Breeden Series Funds; Smith Breeden
Trust; Stratton Growth Funds, Inc.; Stratton Monthly Dividend REIT Shares,
Inc.; The Stratton Funds, Inc.; The Galaxy Fund; The Galaxy VIP Fund; Galaxy
Fund II; The Govett Funds, Inc.; Trainer, Wortham First Mutual Funds;
Undiscovered Managers Funds; Wilshire Target Funds, Inc.; Weiss, Peck & Greer
Funds Trust; Weiss, Peck & Greer International Fund; WPG Growth and Income
Fund; WPG Growth Fund; WPG Tudor Fund; RWB/WPG U.S. Large Stock Fund; Tomorrow
Funds Retirement Trust; The BlackRock Funds, Inc. (distributed by BlackRock
Distributors, Inc. a wholly owned subsidiary of PDI); Northern Funds Trust and
Northern Institutional Funds Trust (distributed by Northern Funds Distributors,
LLC a wholly owned subsidiary of PDI); The Offit Investment Fund, Inc.
(distributed by Offit Funds Distributor, Inc. a wholly owned subsidiary of PDI)
and The Offit Variable Insurance Fund, Inc. (distributed by Offit Funds
Distributor, Inc. a wholly owned subsidiary of PDI).

(b) For information relating to each director and officer of PDI,
reference is made to Form BD (SEC File No. 8-46564) filed by PDI under the
Securities Exchange Act of 1934, as amended.

Item 28. Location of Accounts and Records

(1) Warburg, Pincus Emerging Markets Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Fund's Articles of Incorporation, By-laws and minute books)

(2) Credit Suisse Asset Management Securities, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as co-administrator)

(3) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as co-administrator)

<PAGE> 205

(4) Credit Suisse Asset Management, LLC
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(records relating to its functions as investment adviser)

(5) 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)

(6) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
(records relating to its functions as transfer agent and
dividend disbursing agent)

(7) PFPC Trust Company
8800 Tinicum Blvd.
Philadelphia, Pennsylvania 19153
(records relating to its functions as custodian)

(8) Provident Distributors, Inc.
Four Falls Corporate Ctr., 6th Fl
West Conshohocken, PA 19428-2961
(records relating to its functions as distributor)

Item 29. Management Services

Not applicable.

Item 30. Undertakings '

Not applicable.

<PAGE> 206

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Amendment to the Registration Statement pursuant to Rule 485(b) under the
Securities Act and 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 25th day of February, 2000.

WARBURG, PINCUS EMERGING MARKETS 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>
Chairman of the February 25, 2000
/s/William W. Priest* Board of Directors
- ---------------------
William W. Priest

/s/Eugene L. Podsiadlo President February 25, 2000
- ----------------------
Eugene L. Podsiadlo

Treasurer and February 25, 2000
Chief Financial
/s/Michael A. Pignataro Officer
- -----------------------
Michael A. Pignataro

/s/Richard H. Francis* Director February 25, 2000
- ----------------------
Richard H. Francis

/s/Jack W. Fritz* Director February 25, 2000
- -----------------
Jack W. Fritz

/s/James S. Pasman, Jr.* Director February 25, 2000
- ------------------------
James S. Pasman, Jr.

/s/Steven N. Rappaport* Director February 25, 2000
- -----------------------
Steven N. Rappaport

/s/Alexander B. Trowbridge* Director February 25, 2000
- ---------------------------
Alexander B. Trowbridge

By: /s/Michael A. Pignataro
------------------------
Michael A. Pignataro as
Attorney-in-Fact

</TABLE>

<PAGE> 207

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
---------- ----------------------
<S> <C>
i Opinion and Consent of Willkie Farr &
Gallagher, counsel to the Fund.

j(1) Consent of PricewaterhouseCoopers LLP,
Independent Accountants.
</TABLE>

<PAGE> 1

February 25, 2000

Warburg, Pincus Emerging Markets Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147

Re: Post-Effective Amendment No. 10 to Registration Statement
(Securities Act File No. 33-73498; Investment Company Act
File No. 811-8252) (the "Registration Statement")
---------------------------------------------------------

Ladies and Gentlemen:

You have requested us, as counsel to Warburg, Pincus Emerging Markets Fund, Inc.
(the "Fund"), a corporation organized under the laws of the State of Maryland,
to furnish you with this opinion in connection with the Fund's filing of
Post-Effective Amendment No. 10 to its Registration Statement on Form N-1A (the
"Amendment").

We have examined copies of the Fund's Articles of Incorporation, as amended or
supplemented to the date hereof (the "Articles"), the Fund's By-Laws, as amended
to the date hereof (the "By-Laws"), and the Amendment. We have also examined
such other records, documents, papers, statutes and authorities as we have
deemed necessary to form a basis for the opinion hereinafter expressed.

In our examination of material, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us. As to
various questions of fact material to our opinion, we have relied upon
statements and certificates of officers and representatives of the Fund and
others.

Based upon the foregoing, we are of the opinion that the shares of common stock
of the Fund, par value $.001 per share (the "Shares"), when and if duly sold,
issued and paid for in accordance with the laws of applicable jurisdictions and
the terms of the Articles, the By-Laws and the Registration Statement, will be
valid, legally issued, fully paid and non-assessable, assuming (i) that at the
time of sale such Shares are sold at a sales price in each case in excess of the
par value of the Shares; (ii) that the issuance of the Shares does not cause the
number of outstanding Shares to exceed the number of authorized Shares provided
for in the Articles, as amended to the date of issuance; and (iii) that
resolutions of the Board of Directors authorizing the issuance of the Shares
that are in effect on the date hereof have not been modified or withdrawn and
are in full force and effect on the date of issuance.

<PAGE> 2

Warburg, Pincus Emerging Markets Fund, Inc.
February 25, 2000
Page 2

We hereby consent to the filing of this opinion as an exhibit to the Amendment,
to any reference to our name under the heading "Independent Accountants and
Counsel" in the Statement of Additional Information included as part of the
Amendment, and to the filing of this opinion as an exhibit to any application
made by or on behalf of the Fund or any distributor or dealer in connection with
the registration or qualification of the Fund or the Shares under the securities
laws of any state or other jurisdiction.

We are members of the Bar of the State of New York only and do not opine as to
the laws of any jurisdiction other than the laws of the State of New York and
the laws of the United States, and the opinions set forth above are,
accordingly, limited to the laws of those jurisdictions.

Very truly yours,

/s/WILLKIE FARR & GALLAGHER

<PAGE> 1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 10 to the Registration Statement under the Securities Act of 1933
and Post-Effective Amendment No. 11 to the Registration Statement under the
Investment Company Act of 1940 on Form N-1A (File Nos. 33-73498 and 811-8252,
respectively) of our report dated December 10, 1999 on our audit of the
financial statements and financial highlights of Warburg, Pincus Emerging
Markets Fund, Inc., which report is included in the Annual Report to
Shareholders for the year ended October 31, 1999. We also consent to the
reference of our firm under the headings "Financial Highlights" in the
Prospectus and under the headings "Independent Accountants and Counsel" in the
Statement of Additional Information.

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers LLP
February 23, 2000