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[Logo]
PROSPECTUS
MARCH 1, 1996
WARBURG PINCUS TRUST
[ ] INTERNATIONAL EQUITY PORTFOLIO
[ ] SMALL COMPANY GROWTH PORTFOLIO
Warburg Pincus Trust shares are not available directly to individual investors
but may be offered only through certain insurance products and pension and
retirement plans.
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WARBURG PINCUS TRUST
P.O. BOX 9036
BOSTON MASSACHUSETTS 02205-9030
TELEPHONE NUMBER: (800) 369-2728
March 1, 1996
PROSPECTUS
WARBURG PINCUS TRUST (the 'Trust') is an open-end management investment company
that currently offers two investment funds (the 'Portfolios'):
INTERNATIONAL EQUITY PORTFOLIO seeks long-term capital appreciation by
investing in equity securities of non-U.S. issuers.
SMALL COMPANY GROWTH PORTFOLIO seeks capital growth by investing in equity
securities of small-sized domestic companies.
International investment entails special risk considerations, including currency
fluctuations, lower liquidity, economic instability, political uncertainty and
differences in accounting methods. See 'Risk Factors and Special
Considerations.'
Shares of a Portfolio are not available directly to individual investors but may
be offered only to certain (i) life insurance companies ('Participating
Insurance Companies') for allocation to certain of their separate accounts
established for the purpose of funding variable annuity contracts and variable
life insurance contracts (together, 'Variable Contracts') and (ii) tax-qualified
pension and retirement plans ('Plans'), including participant-directed Plans
which elect to make a Portfolio an investment option for Plan participants. A
Portfolio may not be available in every state due to various insurance
regulations.
This Prospectus briefly sets forth certain information about the Portfolios that
investors should know before investing. Investors are advised to read this
Prospectus and retain it for future reference. This Prospectus should be read in
conjunction with the prospectus of the separate account of the specific
insurance product that accompanies this Prospectus or with the Plan documents or
other informational materials supplied by Plan sponsors. Additional information
about each Portfolio, contained in a Statement of Additional Information, has
been filed with the Securities and Exchange Commission (the 'SEC') and is
available to investors without charge by calling the Trust at (800) 369-2728.
The Statement of Additional Information, as amended from time to time, bears the
same date as this Prospectus and is incorporated by reference in its entirety
into this Prospectus.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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THE TRUST'S EXPENSES
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<CAPTION>
INTERNATIONAL SMALL COMPANY
EQUITY PORTFOLIO GROWTH PORTFOLIO
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<S> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering
price)................................................................. 0 0
Annual Fund Operating Expenses (as a percentage of average net assets)
Management Fees.......................................................... 0.27% 0.67%
12b-1 Fees............................................................... 0 0
Other Expenses*.......................................................... 1.17% 0.58%
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Total Portfolio Operating Expenses (after fee waivers and expense
reimbursements)*....................................................... 1.44% 1.25%
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE
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You would pay the following expenses
on a $1,000 investment, assuming (1) 5% annual return and (2)
redemption at the end of each time period:
1 year................................................................... $ 15 $ 13
3 years.................................................................. $ 46 $ 40
</TABLE>
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* Management Fees, Other Expenses and Total Portfolio Operating Expenses are
based on actual expenses for the fiscal period ended December 31, 1995, net
of any fee waivers or expense reimbursements. Without such waivers or
reimbursements, Management Fees would have equalled 1.00% and .90%, Other
Expenses would have equalled 1.21% and .60% and Total Portfolio Operating
Expenses would have equalled 2.21% and 1.50% for the International Equity and
Small Company Growth Portfolios, respectively. The Portfolios' investment
adviser had undertaken to reduce or otherwise limit Total Portfolio Operating
Expenses through December 31, 1995; there is no assurance that these
undertakings will continue.
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The expense table shows the costs and expenses that an investor will bear
directly or indirectly as a shareholder of a Portfolio. THE TABLE DOES NOT
REFLECT ADDITIONAL CHARGES AND EXPENSES WHICH ARE, OR MAY BE, IMPOSED UNDER THE
VARIABLE CONTRACTS OR PLANS; SUCH CHARGES AND EXPENSES ARE DESCRIBED IN THE
PROSPECTUS OF THE SPONSORING PARTICIPATING INSURANCE COMPANY SEPARATE ACCOUNT OR
IN THE PLAN DOCUMENTS OR OTHER INFORMATIONAL MATERIALS SUPPLIED BY PLAN
SPONSORS. The Example should not be considered a representation of past or
future expenses; actual Portfolio expenses may be greater or less than those
shown. Moreover, while the Example assumes a 5% annual return, each Portfolio's
actual performance will vary and may result in a return greater or less than 5%.
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FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
The following information for the fiscal period ended December 31, 1995 has
been derived from information audited by Coopers & Lybrand L.L.P., independent
auditors, whose report dated February 13, 1996 appears in the Statement of
Additional Information. Further information about the performance of the
Portfolios is contained in the Trust's annual report, dated December 31, 1995,
copies of which appear in the Statement of Additional Information or may be
obtained without charge by calling the Trust at (800) 369-2728.
<TABLE>
<CAPTION>
FOR THE PERIOD
JUNE 30, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH
DECEMBER 31, 1995
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INTERNATIONAL EQUITY
PORTFOLIO
Net Asset Value,
Beginning of Period.... $ 10.00
-------
Income from Investment
Operations
Net Investment
Income............... .03
Net Gain on Securities
and Foreign Currency
Related Items
(both realized and
unrealized).......... .70
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Total from Investment
Operations........... .73
-------
Less Distributions
Dividends (from net
investment income)... (.01)
Distributions in Excess
of Net Investment
Income............... (.07)
-------
Total Distributions.... (.08)
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Net Asset Value, End of
Period................. $ 10.65
-------
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Total Return............. 7.30%`D'
Ratios/Supplemental Data
Net Assets, End of Period
(000s)................. $64,537
Ratios to Average Daily
Net Assets:
Operating expenses..... 1.44%*
Net investment
income............... .48%*
Decrease reflected in
above operating
expense ratio due to
waivers/reimbursements... .77%*
Portfolio Turnover
Rate................... 16.49%*
</TABLE>
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* Annualized.
`D' Non-annualized.
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<CAPTION>
FOR THE PERIOD
JUNE 30, 1995
(COMMENCEMENT OF
OPERATIONS) THROUGH
DECEMBER 31, 1995
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SMALL COMPANY GROWTH
PORTFOLIO
Net Asset Value,
Beginning of Period.... $ 10.00
-------
Income from Investment
Operations
Net Investment Loss.... (.01)
Net Gain on Securities
(both realized and
unrealized).......... 2.52
-------
Total from Investment
Operations........... 2.51
-------
Less Distributions
Dividends (from net
investment income)... .00
Distributions (from
capital gains)....... .00
-------
Total Distributions.... .00
-------
Net Asset Value, End of
Period................. $ 12.51
-------
-------
Total Return............. 25.10%`D'
Ratios/Supplemental Data
Net Assets, End of Period
(000s)................. $97,445
Ratios to Average Daily
Net Assets:
Operating expenses..... 1.25%*
Net investment loss.... (.36)%*
Decrease reflected in
above operating
expense ratio due to
waivers/reimbursements... .25%*
Portfolio Turnover
Rate................... 67.57%*
</TABLE>
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* Annualized.
`D' Non-annualized.
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INVESTMENT OBJECTIVES AND POLICIES
The International Equity Portfolio's investment objective is to seek
long-term capital appreciation. The Small Company Growth Portfolio's investment
objective is to seek capital growth.
Each Portfolio's objective is a fundamental policy and may not be amended
without first obtaining the approval of a majority of the outstanding shares of
that Portfolio. Any investment involves risk and, therefore, there can be no
assurance that any Portfolio will achieve its investment objective. See
'Portfolio Investments' and 'Certain Investment Strategies' for descriptions of
certain types of investments the Portfolios may make.
INTERNATIONAL EQUITY PORTFOLIO. The International Equity Portfolio is a
diversified investment fund that pursues its investment objective by investing
primarily in a broadly diversified portfolio of equity securities of companies,
wherever organized, that in the judgment of Warburg, Pincus Counsellors, Inc.,
the Portfolios' investment adviser ('Warburg'), have their principal business
activities and interests outside the United States. The Portfolio will
ordinarily invest substantially all of its assets -- but no less than 65% of its
total assets -- in common stocks, warrants and securities convertible into or
exchangeable for common stocks. Generally the Portfolio will hold no less than
65% of its total assets in at least three countries other than the United
States. The Portfolio intends to be widely diversified across securities of many
corporations located in a number of foreign countries. Warburg anticipates,
however, that the Portfolio may from time to time invest a significant portion
of its assets in a single country such as Japan, which may involve special
risks. See 'Risk Factors and Special Considerations -- Japanese Investments'
below. In appropriate circumstances, such as when a direct investment by the
International Equity Portfolio in the securities of a particular country cannot
be made or when the securities of an investment company are more liquid than the
underlying portfolio securities, the Portfolio may, consistent with the
provisions of the Investment Company Act of 1940, as amended (the '1940 Act'),
invest in the securities of closed-end investment companies that invest in
foreign securities.
The Portfolio intends to invest principally in the securities of
financially strong companies with opportunities for growth within growing
international economies and markets through increased earning power and improved
utilization or recognition of assets. Investment may be made in equity
securities of companies of any size, whether traded on or off a national
securities exchange.
SMALL COMPANY GROWTH PORTFOLIO. The Small Company Growth Portfolio is a
non-diversified investment fund that pursues its investment objective by
investing in a portfolio of equity securities of small-sized domestic companies.
The Portfolio ordinarily will invest at least 65% of its total assets in common
stocks or warrants of small-sized companies (i.e., companies having stock market
capitalizations of between $25 million and $1 billion at the time of purchase)
that represent attractive opportunities for capital growth. It is anticipated
that the Portfolio will invest primarily in companies whose securities are
traded on domestic stock exchanges or in the over-the-counter market. Small
companies may still be in the developmental stage, may be older companies that
appear to be entering a new stage of growth progress owing to factors such as
management changes or development of new technology, products or markets or may
be companies providing products or services with a high unit volume growth rate.
The Portfolio's investments will be made on the basis of their equity
characteristics and securities ratings generally will not be a factor in the
selection process.
The Portfolio may also invest in securities of emerging growth companies,
which can be either small- or medium-sized companies that have passed their
start-up phase and that show posi-
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tive earnings and prospects of achieving significant profit and gain in a
relatively short period of time. Emerging growth companies generally stand to
benefit from new products or services, technological developments or changes in
management and other factors and include smaller companies experiencing unusual
developments affecting their market value.
PORTFOLIO INVESTMENTS
INVESTMENT GRADE DEBT. The International Equity Portfolio and the Small Company
Growth Portfolio may invest up to 35% and 20%, respectively, of its total assets
in investment grade debt securities (other than money market obligations) and
preferred stocks that are not convertible into common stock for the purpose of
seeking capital appreciation. The interest income to be derived may be
considered as one factor in selecting debt securities for investment by Warburg.
Because the market value of debt obligations can be expected to vary inversely
to changes in prevailing interest rates, investing in debt obligations may
provide an opportunity for capital appreciation when interest rates are expected
to decline. The success of such a strategy is dependent upon Warburg's ability
to accurately forecast changes in interest rates. The market value of debt
obligations may also be expected to vary depending upon, among other factors,
the ability of the issuer to repay principal and interest, any change in
investment rating and general economic conditions.
A security will be deemed to be investment grade if it is rated within the
four highest grades by Moody's Investors Service, Inc. ('Moody's') or Standard &
Poor's Ratings Group ('S&P') or, if unrated, is determined to be of comparable
quality by Warburg. Bonds rated in the fourth highest 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. Subsequent to its purchase by
a Portfolio, an issue of securities may cease to be rated or its rating may be
reduced below the minimum required for purchase by the Portfolio. Neither event
will require sale of such securities, although Warburg will consider such event
in its determination of whether the Portfolio should continue to hold the
securities.
When Warburg believes that a defensive posture is warranted, each Portfolio
may invest temporarily without limit in investment grade debt obligations and in
domestic and foreign money market obligations, including repurchase agreements.
When such a defensive posture is warranted, the International Equity Portfolio
may also invest temporarily without limit in foreign investment grade debt
obligations and in other securities of U.S. companies.
MONEY MARKET OBLIGATIONS. Each Portfolio 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) and medium-term (five years
or less remaining to maturity) money market obligations and, for temporary
defensive purposes, may invest in these securities without limit. These
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 or, if unrated, deemed by Warburg to be high
quality investments; commercial paper rated no lower than A-2 by S&P or Prime-2
by Moody's or the equivalent from another major rating service or, if unrated,
of an issuer having an outstanding, unsecured debt issue then rated within the
three highest rating categories; and repurchase agreements with respect to the
foregoing.
Repurchase Agreements. The Portfolios may enter into repurchase agreement
transactions on portfolio securities with member banks of the Federal Reserve
System and certain non-bank
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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 Portfolio
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 Portfolio to resell, the obligation at an agreed-upon price and time,
thereby determining the yield during the Portfolio's holding period. This
arrangement results in a fixed rate of return that is not subject to market
fluctuations during the Portfolio'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 Portfolio 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 Portfolio 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 Portfolio seeks to assert this right. Warburg, acting under the
supervision of the Trust's Board of Trustees (the 'Board'), monitors the
creditworthiness of those bank and non-bank dealers with which each Portfolio
enters into repurchase agreements to evaluate this risk. A repurchase agreement
is considered to be a loan under the 1940 Act.
Money Market Mutual Funds. Where Warburg believes that it would be
beneficial to the Portfolio and appropriate considering the factors of return
and liquidity, each Portfolio may invest up to 5% of its assets in securities of
money market mutual funds that are unaffiliated with the Portfolio, Warburg or
the Portfolios' co-administrator, PFPC, Inc. ('PFPC'). As a shareholder in any
mutual fund, a Portfolio will bear its ratable share of the mutual fund's
expenses, including management fees, and will remain subject to payment of the
Portfolio's administrative fees and other expenses with respect to assets so
invested.
U.S. GOVERNMENT SECURITIES. The obligations issued or guaranteed by the U.S.
government in which a Portfolio may invest include: direct obligations of the
U.S. Treasury, obligations issued by U.S. government agencies and
instrumentalities, including instruments that are supported by the full faith
and credit of the United States, instruments that are supported by the right of
the issuer to borrow from the U.S. Treasury and instruments that are supported
by the credit of the instrumentality.
CONVERTIBLE SECURITIES. Convertible securities in which a Portfolio 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.
RISK FACTORS AND SPECIAL
CONSIDERATIONS
Investing in common stocks and securities convertible into common stocks is
subject to the inherent risk of fluctuations in the prices of such securities.
For certain additional risks relating to each Portfolios' investments, see
'Portfolio Investments' beginning at page 5 and 'Certain Investment Strategies'
beginning at page 8.
JAPANESE INVESTMENTS. The International Equity Portfolio may from time to time
have a large position in Japanese securities and, as a result, would be subject
to general economic and political conditions in Japan. Japan is largely
dependent upon foreign economies for raw materials. International trade is
important to
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Japan's economy, as exports provide the means to pay for many of the raw
materials it must import. Because of its large trade surpluses Japan has entered
a difficult phase in its relations with certain trading partners, particularly
with respect to the United States, with whom the trade imbalance is the
greatest.
The decline in the Japanese securities markets since 1989 has contributed
to a weakness in the Japanese economy, and the impact of a further decline
cannot be ascertained. The common stocks of many Japanese companies continue to
trade at high price-earnings ratios in comparison with those in the United
States.
Japan has a parliamentary form of government. Since mid-1993, there have
been several changes in leadership in Japan. What, if any, effect the current
political situation will have on prospective regulatory reforms on the economy
cannot be predicted. For additional information, see 'Investment
Policies -- Japanese Investments' in the Statement of Additional Information.
SMALL CAPITALIZATION AND EMERGING GROWTH COMPANIES. Investing in securities of
small-sized and emerging growth companies may involve greater risks than
investing in larger, more established issuers since these securities may have
limited marketability and, thus, may be more volatile than securities of larger,
more established companies or the market averages in general. Because
small-sized companies normally have fewer shares outstanding than larger
companies, it may be more difficult to buy or sell significant amounts of such
shares without an unfavorable impact on prevailing prices. Small-sized companies
may have limited product lines, markets or financial resources and may lack
management depth. In addition, small-sized 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 small-sized companies than for larger, more established
ones. Securities of issuers in 'special situations' also may be more volatile,
since the market value of these securities may decline in value if the
anticipated benefits do not materialize. Companies in 'special situations'
include, but are not limited to, companies involved in an 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; litigation which, if resolved
favorably, would improve the value of the companies' securities; or a change in
corporate control. Although investing in securities of emerging growth companies
or 'special situations' 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 Small Company Growth Portfolio may involve a
greater degree of risk than an investment in other mutual funds that seek
capital growth by investing in better-known, larger companies.
NON-PUBLICLY TRADED SECURITIES; RULE 144A SECURITIES. The Portfolios may
purchase securities that are not registered under the Securities Act of 1933, as
amended (the '1933 Act'), but that can be sold to 'qualified institutional
buyers' in accordance with Rule 144A under the 1933 Act ('Rule 144A
Securities'). A Rule 144A Security will be considered illiquid and therefore
subject to each Portfolio's limitation on the purchase of illiquid securities,
unless the Board determines on an ongoing basis that an adequate trading market
exists for the security. In addition to an adequate trading market, the Board
will also consider factors such as trading activity, availability of reliable
price information and other relevant information in determining whether a Rule
144A Security is liquid. This investment practice could have the effect of
increasing the level of illiquidity in the Portfolios to the extent that
qualified institutional buyers become uninterested for a time in purchasing
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Rule 144A Securities. The Board will carefully monitor any investments by the
Portfolio in Rule 144A Securities. The Board may adopt guidelines and delegate
to Warburg the daily function of determining and monitoring the liquidity of
Rule 144A Securities, although the Board will retain ultimate responsibility for
any determination regarding liquidity.
Non-publicly traded securities (including Rule 144A Securities) may involve
a high degree of business and financial risk and may result in substantial
losses. The securities may be less liquid than publicly traded securities.
Although these securities may be resold in privately negotiated transactions,
the prices realized from these sales could be less than those originally paid by
the Portfolio. Further, companies whose securities are not publicly traded are
not subject to the disclosure and other investor protection requirements that
would be applicable if their securities were publicly traded. A Portfolio's
investment in illiquid securities is subject to the risk that should the
Portfolio 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 Portfolio's net assets could be adversely affected.
NON-DIVERSIFIED STATUS. The Small Company Growth Portfolio is classified as
non-diversified under the 1940 Act, which means that the Portfolio is not
limited by the 1940 Act in the proportion of its assets that it may invest in
the obligations of a single issuer. The Portfolio will, however, comply with
diversification requirements imposed by the Internal Revenue Code of 1986, as
amended (the 'Code'), for qualification as a regulated investment company. Being
non-diversified means that the Portfolio 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 Portfolio 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.
PORTFOLIO TRANSACTIONS AND
TURNOVER RATE
A Portfolio will attempt to purchase securities with the intent of holding
them for investment but may purchase and sell portfolio securities whenever
Warburg believes it to be in the best interests of the relevant Portfolio. The
Portfolios will not consider portfolio turnover rate a limiting factor in making
investment decisions consistent with their investment objectives and policies.
High portfolio turnover rates (100% or more) may result in dealer mark ups or
underwriting commissions as well as other transaction costs, including
correspondingly higher brokerage commissions. In addition, short-term gains
realized from portfolio turnover may be taxable to shareholders as ordinary
income. See 'Dividends, Distributions and Taxes -- Taxes' below and 'Investment
Policies -- Portfolio Transactions' in the Statement of Additional Information.
All orders for transactions in securities or options on behalf of a
Portfolio are placed by Warburg with broker-dealers that it selects, including
Counsellors Securities Inc., the Portfolios' distributor ('Counsellors
Securities'). A Portfolio may utilize Counsellors Securities in connection with
a purchase or sale of securities when Warburg 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.
CERTAIN INVESTMENT STRATEGIES
Although there is no intention of doing so during the coming year, each
Portfolio is authorized to engage in the following investment strategies: (i)
purchasing securities on a when-issued basis and purchasing or selling
securities for delayed-delivery, (ii) lending portfolio securities and (iii)
entering into reverse repurchase
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agreements and dollar rolls. Each Portfolio may engage in options or futures
transactions for the purpose of hedging against a decline in value of its
portfolio holdings or to generate income to offset expenses or increase return.
Such transactions that are not considered hedging should be considered
speculative and may serve to increase the Portfolio's investment risk. Detailed
information concerning these strategies and their related risks is contained
below and in the Statement of Additional Information.
FOREIGN SECURITIES. The International Equity Portfolio will ordinarily hold no
less than 65% of its total assets in foreign securities, and the Small Company
Growth Portfolio may invest up to 20% of its total assets in the securities of
foreign issuers. There are certain risks involved in investing in securities of
companies and governments of foreign nations which are in addition to the usual
risks inherent in U.S. investments. These risks include those resulting from
fluctuations in currency exchange rates, revaluation of currencies, future
adverse political and economic developments and the possible imposition of
currency exchange blockages or other foreign governmental laws or restrictions,
reduced availability of public information concerning issuers, the lack of
uniform accounting, auditing and financial reporting standards and other
regulatory practices and requirements that are often generally less rigorous
than those applied in the United States. Moreover, securities of many foreign
companies may be less liquid and their prices more volatile than those of
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. In addition, with respect to certain foreign countries, there
is the possibility of expropriation, nationalization, confiscatory taxation and
limitations on the use or removal of funds or other assets of the Portfolios,
including the withholding of dividends. Foreign securities may be subject to
foreign government taxes that would reduce the net yield on such securities.
Moreover, 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. Investment in foreign securities will also result in higher
operating expenses due to the cost of converting foreign currency into U.S.
dollars, the payment of fixed brokerage commissions on foreign exchanges, which
generally are higher than commissions on U.S. exchanges, higher valuation and
communications costs and the expense of maintaining securities with foreign
custodians.
OPTIONS, FUTURES AND CURRENCY TRANSACTIONS. At the discretion of Warburg, each
Portfolio may, but is not required to, engage in a number of strategies
involving options, futures and forward currency contracts. These strategies,
commonly referred to as 'derivatives,' may be used (i) for the purpose of
hedging against a decline in value of a Portfolio's current or anticipated
portfolio holdings, (ii) as a substitute for purchasing or selling portfolio
securities or (iii) to seek to generate income to offset expenses or increase
return. TRANSACTIONS THAT ARE NOT CONSIDERED HEDGING SHOULD BE CONSIDERED
SPECULATIVE AND MAY SERVE TO INCREASE A PORTFOLIO'S INVESTMENT RISK. Transaction
costs and any premiums associated with these strategies, and any losses
incurred, will affect a Portfolio's net asset value and performance. Therefore,
an investment in a Portfolio may involve a greater risk than an investment in
other mutual funds that do not utilize these strategies. A Portfolio's use of
these strategies may be limited by position and exercise limits established by
securities and commodities exchanges and the National Association of Securities
Dealers, Inc. and by the Code.
Securities and Stock Index Options. Each Portfolio may write put and call
options on up to 25% of the net asset value of the stock and debt securities in
its portfolio and will realize fees (referred to as 'premiums') for granting the
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rights evidenced by the options. Each Portfolio may also utilize up to 10% of
its assets to purchase options on stocks and debt securities that are traded on
U.S. and foreign exchanges, as well as over-the-counter ('OTC') options. The
purchaser of a put option on a security has the right to compel the purchase by
the writer of the underlying security, while the purchaser of a call option has
the right to purchase the underlying security from the writer. In addition to
purchasing and writing options on securities, each Portfolio may also utilize up
to 10% of its total assets to purchase exchange-listed and OTC put and call
options on stock indexes, and may also write such options. A stock index
measures the movement of a certain group of stocks by assigning relative values
to the common stocks included in the index.
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
Portfolio, force the sale or purchase of portfolio securities at inopportune
times or at less advantageous prices, limit the amount of appreciation the
Portfolio could realize on its investments or require the Portfolio to hold
securities it would otherwise sell.
Futures Contracts and Commodity Options. Each Portfolio may enter into
foreign currency, interest rate and stock index futures contracts and purchase
and write (sell) related options that are traded on an exchange designated by
the Commodity Futures Trading Commission (the 'CFTC') or, if consistent with
CFTC regulations, on foreign exchanges. These futures contracts are standardized
contracts for the future delivery of foreign currency or an interest rate
sensitive security or, in the case of stock index and certain other futures
contracts, are settled in cash with reference to a specified multiplier times
the change in the specified index, exchange rate or interest rate. 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.
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 Portfolio's net asset value, after taking into account unrealized profits
and unrealized losses on any such contracts. Although a Portfolio is limited in
the amount of assets that may be invested in futures transactions, there is no
overall limit on the percentage of a Portfolio's assets that may be at risk with
respect to futures activities.
Currency Exchange Transactions. Each Portfolio will conduct its currency
exchange transactions either (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 futures contracts (as described above), (iii) through
entering into forward contracts to purchase or sell currency or (iv) by
purchasing exchange-traded currency options. A forward currency contract
involves an obligation to purchase or sell a specific currency at a future date
at a price set at the time of the contract. An option on a foreign currency
operates similarly to an option on a security. Risks associated with currency
forward contracts and purchasing currency options are similar to those described
in this Prospectus 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.
Hedging Considerations. A hedge is designed to offset a loss on a portfolio
position with a gain in the hedge 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 hedge position. As a result, the use of options, futures
contracts and currency
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exchange transactions for hedging purposes could limit any potential gain from
an increase in 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. Each Portfolio will engage in hedging transactions only when deemed
advisable by Warburg, and successful use of hedging transactions will depend on
Warburg's ability to correctly predict movements in the hedge and the hedged
position and the correlation between them, which could prove to be inaccurate.
Even a well-conceived hedge may be unsuccessful to some degree because of
unexpected market behavior or trends.
Additional Considerations. To the extent that a Portfolio engages in the
strategies described above, the Portfolio 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 Portfolio may be unable to close out an option or futures position without
incurring substantial losses, if at all. A Portfolio is also subject to the risk
of a default by a counterparty to an off-exchange transaction.
Asset Coverage. Each Portfolio will comply with applicable regulatory
requirements designed to eliminate any potential for leverage with respect to
options written by the Portfolio on securities and indexes; currency, interest
rate and stock index futures contracts and options on these futures contracts;
and forward currency contracts. The use of these strategies may require that the
Portfolio maintain cash or certain liquid high-grade debt obligations or other
assets that are acceptable as collateral to the appropriate regulatory authority
in a segregated account with its custodian or a designated sub-custodian to the
extent the Portfolio's obligations with respect to these strategies are not
otherwise 'covered' through ownership of the underlying security, financial
instrument or currency 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 Portfolio's assets could impede portfolio
management or the Portfolio's ability to meet redemption requests or other
current obligations.
INVESTMENT GUIDELINES
Each Portfolio may invest up to 15% of its net assets in securities with
contractual or other restrictions on resale and other instruments that are not
readily marketable ('illiquid securities'), including (i) securities issued as
part of a privately negotiated transaction between an issuer and one or more
purchasers; (ii) repurchase agreements with maturities greater than seven days;
(iii) time deposits maturing in more than seven calendar days; and (iv) certain
Rule 144A Securities. In addition, up to 5% of each Portfolio's total assets may
be invested in the securities of issuers which have been in continuous operation
for less than three years, and up to an additional 5% of its net assets may be
invested in warrants. Each Portfolio may borrow from banks for temporary or
emergency purposes, such as meeting anticipated redemption requests, provided
that reverse repurchase agreements and any other borrowing by the Portfolio may
not exceed 30% of its total assets, and may pledge its assets to the extent
necessary to secure permitted borrowings. Whenever borrowings (including reverse
repurchase agreements) exceed 5% of the value of a Portfolio's total assets, the
Portfolio will not make any investments (including roll-overs). Except for the
limitations on borrowing, the investment guidelines set forth in this paragraph
may be changed at any time without shareholder consent by vote of the Board,
subject to the limitations contained in the 1940 Act. A complete list of
investment restrictions that each Portfolio has adopted iden-
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tifying additional restrictions that cannot be changed without the approval of
the majority of the Portfolio's outstanding shares is contained in the Statement
of Additional Information.
MANAGEMENT OF THE PORTFOLIOS
INVESTMENT ADVISER. The Trust employs Warburg as investment adviser to each
Portfolio. Warburg, subject to the control of the Trust's officers and the
Board, manages the investment and reinvestment of the assets of each Portfolio
in accordance with the Portfolio's investment objective and stated investment
policies. Warburg makes investment decisions for each Portfolio and places
orders to purchase or sell securities on behalf of the Portfolio. Warburg also
employs a support staff of management personnel to provide services to the
Portfolios and furnishes each Portfolio with office space, furnishings and
equipment.
For the services provided by Warburg, the International Equity Portfolio
and the Small Company Growth Portfolio pay Warburg a fee calculated at an annual
rate of 1.00% and .90%, respectively, of the relevant Portfolio's average daily
net assets. Although these advisory fees are higher than that paid by most other
investment companies, including money market and fixed income funds, Warburg
believes that they are comparable to fees charged by other mutual funds with
similar policies and strategies. Warburg and the Trust's co-administrators may
voluntarily waive a portion of their fees from time to time and temporarily
limit the expenses to be paid by a Portfolio.
Warburg is a professional investment counselling firm which provides
investment services to investment endowment funds, foundations and other
institutions and individuals. As of January 31, 1996, Warburg managed
approximately $12.9 billion of assets, including approximately $7.1 billion of
assets of twenty-seven investment companies or portfolios. Incorporated in 1970,
Warburg is a wholly owned subsidiary of Warburg, Pincus Counsellors G.P.
('Warburg G.P.'), a New York general partnership. E.M. Warburg, Pincus & Co.,
Inc. ('EMW') controls Warburg through its ownership of a class of voting
preferred stock of Warburg. Warburg G.P. has no business other than being a
holding company of Warburg and its subsidiaries. Warburg's address is 466
Lexington Avenue, New York, New York 10017-3147.
PORTFOLIO MANAGERS. The portfolio manager of the International Equity Portfolio
is Richard H. King. Mr. King is also portfolio manager of Warburg Pincus
International Equity Fund and the International Equity Portfolio of Warburg
Pincus Institutional Fund, Inc. and co-portfolio manager of Warburg Pincus Japan
OTC Fund and Warburg Pincus Emerging Markets Fund. Mr. King has been a managing
director of EMW since 1989. From 1984 until 1988 he was chief investment officer
and a director at Fiduciary Trust Company International S.A. in London, with
responsibility for all international equity management and investment strategy.
From 1982 to 1984 he was a director in charge of Far East equity investments at
N.M. Rothschild International Asset Management, a London merchant bank.
Nicholas P.W. Horsley, P. Nicholas Edwards, Harold W. Ehrlich and Vincent
McBride are associate portfolio managers and research analysts of the
International Equity Portfolio. Mr. Horsley is a senior vice president of
Warburg and has been with Warburg since 1993, before which time he was a
director, portfolio manager and analyst at Barclays deZoete Wedd in New York
City. Mr. Edwards has been with Warburg since August 1995, before which time he
was a director at Jardine Fleming Investment Advisers, Tokyo. He was a vice
president of Robert Fleming Inc. in New York City from 1988 to 1991. Mr. Ehrlich
is a senior vice president of Warburg and has been with Warburg since February
1995, before which time he was a senior vice president, portfolio manager and
analyst at Templeton Investment Counsel Inc. Mr. McBride has been with Warburg
since 1994.
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Prior to joining Warburg, Mr. McBride was an international equity analyst at
Smith Barney Inc. from 1993 to 1994 and at General Electric Investment
Corporation from 1992 to 1993. From 1989 to 1992 he was a portfolio
manager/analyst at United Jersey Bank.
The portfolio managers of the Small Company Growth Portfolio are Elizabeth
B. Dater and Stephen J. Lurito. Ms. Dater is a managing director of EMW and has
been a portfolio manager of Warburg since 1978. Mr. Lurito is a managing
director of EMW and has been with Warburg since 1987, before which time he was a
research analyst at Sanford C. Bernstein & Company, Inc.
CO-ADMINISTRATORS. The Portfolios employ Counsellors Funds Service, Inc., a
wholly owned subsidiary of Warburg ('Counsellors Service'), as a
co-administrator. As co-administrator, Counsellors Service provides shareholder
liaison services to the Portfolios, including responding to shareholder
inquiries and providing information on shareholder investments. Counsellors
Service also performs a variety of other services, including furnishing certain
executive and administrative services, acting as liaison between the Portfolios
and their various service providers, furnishing corporate secretarial services,
which include preparing materials for meetings of the Board, preparing proxy
statements and annual, semiannual and quarterly reports, assisting in other
regulatory filings as necessary and monitoring and developing compliance
procedures for the Portfolios. As compensation, each Portfolio pays Counsellors
Service a fee calculated at an annual rate of .10% of the Portfolio's average
daily net assets.
The Trust employs PFPC, an indirect, wholly owned subsidiary of PNC Bank
Corp. ('PFPC'), as a co-administrator. As a co-administrator, PFPC calculates
each Portfolio's net asset value, provides all accounting services for the
Portfolio and assists in related aspects of the Portfolio's operations. As
compensation the International Equity Portfolio pays PFPC a fee calculated at an
annual rate of .12% of the Portfolio'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, and the Small Company Growth Portfolio pays PFPC a fee
calculated at an annual rate of .10% of the Portfolio's average daily net
assets, in each case subject to a minimum annual fee and exclusive of
out-of-pocket expenses. PFPC has its principal offices at 400 Bellevue Parkway,
Wilmington, Delaware 19809.
CUSTODIANS. PNC Bank, National Association ('PNC'), serves as custodian of each
Portfolio's U.S. assets. State Street Bank and Trust Company ('State Street')
serves as international custodian of each Portfolio's non-U.S. assets. PNC is a
subsidiary of PNC Bank Corp. and its principal business address is Broad and
Chestnut Streets, Philadelphia, Pennsylvania 19101. State Street's principal
business address is 225 Franklin Street, Boston, Massachusetts 02110.
TRANSFER AGENT. State Street also serves as shareholder servicing agent,
transfer agent and dividend disbursing agent for the Portfolios. It has
delegated to Boston Financial Data Services, Inc., a 50% owned subsidiary
('BFDS'), responsibility for most shareholder servicing functions. BFDS's
principal business address is 2 Heritage Drive, North Quincy, Massachusetts
02171.
DISTRIBUTOR. Counsellors Securities serves without compensation as distributor
of the shares of the Portfolios. Counsellors Securities is a wholly owned
subsidiary of Warburg and is located at 466 Lexington Avenue, New York, New York
10017-3147.
OTHER. From time to time Warburg or its affiliates may compensate Participating
Insurance Companies and Plans or their affiliates or entities that provide
services to them for providing a variety of record-keeping, administrative,
accounting, marketing, shareholder liaison and/or other services with respect to
investments made in the Trust. This compensation will be
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based on the net asset value of shares held by the Participating Insurance
Companies' Variable Contract owners or Plan participants and will vary depending
on the nature and extent of the services provided. Such compensation will be
paid from Warburg's or its affiliates' own resources and will not represent an
additional expense to the Portfolios or their shareholders.
Warburg or its affiliates may, at their own expense, provide promotional
incentives to qualified recipients who support the sale of shares of a
Portfolio, consisting of securities dealers who have sold Portfolio shares or
others, including banks and other financial institutions, under special
arrangements. In some instances, these incentives may be offered only to certain
institutions whose representatives provide services in connection with the sale
or expected sale of significant amounts of a Portfolio's shares.
TRUSTEES AND OFFICERS. The officers of the Trust manage each Portfolio's
day-to-day operations and are directly responsible to the Board. The Board sets
broad policies for each Portfolio and chooses the Trust's officers. A list of
the Trustees and officers and a brief statement of their present positions and
principal occupations during the past five years is set forth in the Statement
of Additional Information.
HOW TO PURCHASE AND REDEEM
SHARES IN THE PORTFOLIOS
Individual investors may not purchase or redeem shares of a Portfolio
directly; shares may be purchased or redeemed only through Variable Contracts
offered by separate accounts of Participating Insurance Companies or through
Plans, including participant-directed Plans which elect to make a Portfolio an
investment option for Plan participants. Please refer to the prospectus of the
sponsoring Participating Insurance Company separate account or to the Plan
documents or other informational materials supplied by Plan sponsors for
instructions on purchasing or selling a Variable Contract and on how to select a
Portfolio as an investment option for a Variable Contract or Plan.
PURCHASES. All investments in the Portfolios are credited to a Participating
Insurance Company's separate account immediately upon acceptance of an
investment by a Portfolio. Each Participating Insurance Company receives orders
from its contract owners to purchase or redeem shares of a Portfolio on any day
that the Portfolio calculates its net asset value (a 'business day'). That
night, all orders received by the Participating Insurance Company prior to the
close of regular trading on the New York Stock Exchange Inc. (the 'NYSE')
(currently 4:00 p.m., Eastern time) on that business day are aggregated, and the
Participating Insurance Company places a net purchase or redemption order for
shares of one or both Portfolios during the morning of the next business day.
These orders are executed at the net asset value (described below under 'Net
Asset Value') computed at the close of regular trading on the NYSE on the
previous business day in order to provide a match between the contract owners'
orders to the Participating Insurance Company and that Participating Insurance
Company's orders to a Portfolio.
Plan participants may invest in shares of a Portfolio through their Plan by
directing the Plan trustee to purchase shares for their account. Participants
should contact their Plan sponsor for information concerning the appropriate
procedure for investing in the Portfolio.
Each Portfolio reserves the right to reject any specific purchase order.
Purchase orders may be refused if, in Warburg's opinion, they are of a size that
would disrupt the management of a Portfolio. A Portfolio may discontinue sales
of its shares if management believes that a substantial further increase in
assets may adversely effect that Portfolio's ability to achieve its investment
objective. In such event, however, it is anticipated that existing Variable
Contract owners and Plan participants would be permitted to continue to
authorize investment in such Portfo-
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lio and to reinvest any dividends or capital gains distributions.
REDEMPTIONS. Shares of a Portfolio may be redeemed on any business day.
Redemption orders which are received by a Participating Insurance Company or
Plan prior to the close of regular trading on the NYSE on any business day and
transmitted to the Trust or its specified agent during the morning of the next
business day will be processed at the net asset value computed at the close of
regular trading on the NYSE on the previous business day. Redemption proceeds
will normally be wired to the Participating Insurance Company or Plan the
business day following receipt of the redemption order, but in no event later
than seven days after receipt of such order.
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS AND DISTRIBUTIONS. Each Portfolio calculates its dividends from net
investment income. Net investment income includes interest accrued and dividends
earned on the Portfolio's portfolio securities for the applicable period less
applicable expenses. Each Portfolio declares dividends from its net investment
income annually. Net investment income earned on weekends and when the NYSE is
not open will be computed as of the next business day. Distributions of net
realized long-term and short-term capital gains are declared annually and, as a
general rule, will be distributed or paid after the end of the fiscal year in
which they are earned. Dividends and distributions will automatically be
reinvested in additional shares of the relevant Portfolio at net asset value
unless, in the case of a Variable Contract, a Participating Insurance Company
elects to have dividends or distributions paid in cash.
TAXES. For a discussion of the tax status of a Variable Contract or Plan, refer
to the sponsoring Participating Insurance Company separate account prospectus or
Plan documents or other informational materials supplied by Plan sponsors.
Each Portfolio intends to qualify each year as a 'regulated investment
company' within the meaning of the Code. Each Portfolio intends to distribute
all of its net income and capital gains to its shareholders (the Variable
Contracts and Plans).
Because shares of the Portfolios may be purchased only through Variable
Contracts and Plans, it is anticipated that any income dividends or capital gain
distributions from a Portfolio are taxable, if at all, to the Participating
Insurance Companies and Plans and will be exempt from current taxation of the
Variable Contract owner or Plan participant if left to accumulate within the
Variable Contract or Plan. Generally, withdrawals from Variable Contracts or
Plans may be subject to ordinary income tax and, if made before age 59 1/2, a
10% penalty tax.
Special Tax Matters Relating to the International Equity Portfolio.
Dividends and interest received by the International Equity Portfolio may be
subject to withholding and other taxes imposed by foreign countries. However,
tax conventions between certain countries and the United States may reduce or
eliminate such taxes. Shareholders will bear the cost of foreign tax withholding
in the form of increased expenses to the Portfolio, but generally will not be
able to claim a foreign tax credit or deduction for foreign taxes paid by the
Portfolio by reason of the tax-deferred status of Variable Contracts.
INTERNAL REVENUE SERVICE REQUIREMENTS. Each Portfolio intends to comply with the
diversification requirements currently imposed by the Internal Revenue Service
on separate accounts of insurance companies as a condition of maintaining the
tax-deferred status of Variable Contracts. See the Statement of Additional
Information for more specific information.
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NET ASSET VALUE
Each Portfolio's net asset value per share is calculated as of the close of
regular trading on the NYSE on each business day, Monday through Friday, except
on days when the NYSE is closed. The NYSE is currently scheduled to be closed on
New Year's Day, Washington's Birthday, Good Friday, Memorial Day (observed),
Independence Day, Labor Day, Thanksgiving Day and Christmas Day, and on the
preceding Friday or subsequent Monday when one of the holidays falls on a
Saturday or Sunday, respectively. The net asset value per share of each
Portfolio generally changes every day.
The net asset value per share of each Portfolio is computed by dividing the
value of the Portfolio's net assets by the total number of its shares
outstanding.
Securities listed on a U.S. securities exchange (including securities
traded through the NASDAQ National Market System) or foreign securities exchange
or traded in an over-the-counter market will be valued on the basis of the
closing value on the date on which the valuation is made. Options and futures
contracts will be valued similarly. Debt obligations that mature in 60 days or
less from the valuation date are valued on the basis of amortized cost, unless
the Board determines that using this valuation method would not reflect the
investments' value. Securities, options and futures contracts for which market
quotations are not readily available and other assets will be valued at their
fair value as determined in good faith pursuant to consistently applied
procedures established by the Board. Further information regarding valuation
policies is contained in the Statement of Additional Information.
PERFORMANCE
From time to time, each Portfolio may advertise its average annual total
return over various periods of time. These total return figures show the average
percentage change in value of an investment in the Portfolio from the beginning
of the measuring period to the end of the measuring period. The figures reflect
changes in the price of the Portfolio's shares assuming that any income
dividends and/or capital gain distributions made by the Portfolio during the
period were reinvested in shares of the Portfolio. 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 Portfolio's operations or on a year-
by-year, quarterly or current year-to-date basis).
Total returns quoted for the Portfolios include the effect of deducting
each Portfolio's expenses, but may not include charges and expenses attributable
to any particular Variable Contract or Plan. Accordingly, the prospectus of the
sponsoring Participating Insurance Company separate account or Plan documents or
other informational materials supplied by Plan sponsors should be carefully
reviewed for information on relevant charges and expenses. Excluding these
charges and expenses from quotations of each Portfolio's performance has the
effect of increasing the performance quoted, and the effect of these charges
should be considered when comparing a Portfolio's performance to that of other
mutual funds.
When considering average annual 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 such return may not be representative of a
Portfolio's return over a longer market cycle. Each Portfolio may also advertise
its aggregate total return figures for various periods, representing the
cumulative change in value of an investment in the Portfolio for 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
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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).
Investors should note that return figures are based on historical earnings
and are not intended to indicate future performance. The Statement of Additional
Information describes the method used to determine the total return. Current
total return figures may be obtained by calling (800) 369-2728.
In reports or other communications to investors or in advertising material,
a Portfolio or a Participating Insurance Company or Plan sponsor may describe
general economic and market conditions affecting the Portfolio. Performance may
be compared with (i) that of other mutual funds as listed in the rankings
prepared by Lipper Analytical Services, Inc. or similar investment services that
monitor the performance of mutual funds or as set forth in the publications
listed below; (ii) in the case of the International Equity Portfolio, with the
Morgan Stanley Capital International Europe, Australia 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 Ltds.) and the S&P 500 Index and, in the case of the Small Company
Growth Portfolio, with the Russell 2000 Small Stock Index and the S&P 500 Index,
all of which are unmanaged indexes; or (iii) other appropriate indexes of
investment securities or with data developed by Warburg derived from such
indexes. A Portfolio or a Participating Insurance Company may also include
evaluations published by nationally recognized ranking services and by financial
publications that are nationally recognized, such as The Wall Street Journal,
Investor's Daily, Money, Inc., Institutional Investor, Barron's, Fortune,
Forbes, Business Week, Mutual Fund Magazine, Morningstar, Inc. and Financial
Times.
In reports or other communications to investors or in advertising, each
Portfolio or a Participating Insurance Company or Plan sponsor may also describe
the general biography or work experience of the portfolio managers of the
Portfolio and may include quotations attributable to the portfolio managers
describing approaches taken in managing the Portfolio's investments, research
methodology underlying stock selection or the Portfolio's investment objective.
In addition, a Portfolio and its portfolio managers may render periodic updates
of Portfolio activity, which may include a discussion of significant portfolio
holdings and analysis of holdings by industry, country, credit quality and other
characteristics. Each Portfolio may also discuss the continuum of risk and
return relating to different investments and the potential impact of foreign
securities on a portfolio otherwise composed of domestic securities.
Morningstar, Inc. rates funds in broad categories based on risk/reward analyses
over various periods of time. In addition, each Portfolio or a Participating
Insurance Company or Plan sponsor may from time to time compare the Portfolio's
expense ratio to that of investment companies with similar objectives and
policies, based on data generated by Lipper Analytical Services, Inc. or similar
investment services that monitor mutual funds.
GENERAL INFORMATION
TRUST ORGANIZATION. The Trust was organized on March 15, 1995 under the laws of
The Commonwealth of Massachusetts as a 'Massachusetts business trust.' The
Trust's Declaration of Trust authorizes the Board to issue an unlimited number
of full and fractional shares of beneficial interest, $.001 par value per share.
Shares of two series have been authorized, which constitute the interests in the
Portfolios. The Board may classify or reclassify any of its shares into one or
more additional series without shareholder approval.
VOTING RIGHTS. When matters are submitted for shareholder vote, shareholders of
each Portfolio will have one vote for each full share held and
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fractional votes for fractional shares held. Generally, shares of the Trust will
vote by individual Portfolio on all matters except where otherwise required by
law. There will normally be no meetings of shareholders for the purpose of
electing Trustees unless and until such time as less than a majority of the
members holding office have been elected by shareholders. Shareholders of record
of no less than two-thirds of the outstanding shares of the Trust may remove a
Trustee through a declaration in writing or by vote cast in person or by proxy
at a meeting called for that purpose. A meeting will be called for the purpose
of voting on the removal of a Trustee at the written request of holders of 10%
of the Trust's outstanding shares. Under current law, a Participating Insurance
Company is required to request voting instructions from Variable Contract owners
and must vote all Trust shares held in the separate account in proportion to the
voting instructions received. Plans may or may not pass through voting rights to
Plan participants, depending on the terms of the Plan's governing documents. For
a more complete discussion of voting rights, refer to the sponsoring
Participating Insurance Company separate account prospectus or the Plan
documents or other informational materials supplied by Plan sponsors.
CONFLICTS OF INTEREST. Each Portfolio offers its shares to (i) Variable
Contracts offered through separate accounts of Participating Insurance Companies
which may or may not be affiliated with each other and (ii) Plans including
Participant-directed Plans which elect to make a Portfolio an investment option
for Plan participants. Due to differences of tax treatment and other
considerations, the interests of various Variable Contract owners and Plan
participants participating in a Portfolio may conflict. The Board will monitor
the Portfolios for any material conflicts that may arise and will determine what
action, if any, should be taken. If a conflict occurs, the Board may require one
or more Participating Insurance Company separate accounts and/or Plans to
withdraw its investments in one or both Portfolios. As a result, a Portfolio may
be forced to sell securities at disadvantageous prices and orderly portfolio
management could be disrupted. In addition, the Board may refuse to sell shares
of a Portfolio to any Variable Contract or Plan or may suspend or terminate the
offering of shares of a Portfolio if such action is required by law or
regulatory authority or is in the best interests of the shareholders of the
Portfolio.
SHAREHOLDER COMMUNICATIONS. Participating Insurance Companies and Plan trustees
will receive semiannual and audited annual reports, each of which includes a
list of the investment securities held by the Portfolio and a statement of the
performance of the Portfolio. Periodic listings of the investment securities
held by the Portfolios may be obtained by calling the Trust at (800) 369-2728.
Since the prospectuses of the Portfolios are combined in this single
Prospectus, it is possible that a Portfolio may become liable for a
misstatement, inaccuracy or omission in this Prospectus with regard to the other
Portfolio.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, THE STATEMENT OF
ADDITIONAL INFORMATION OR THE PORTFOLIOS' OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFERING OF SHARES OF THE PORTFOLIOS, AND IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE PORTFOLIO. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF THE
SHARES OF THE PORTFOLIOS IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFER MAY NOT LAWFULLY BE MADE.
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TABLE OF CONTENTS
THE TRUST'S EXPENSES ......................................... 2
FINANCIAL HIGHLIGHTS ......................................... 3
INVESTMENT OBJECTIVES AND POLICIES ........................... 4
PORTFOLIO INVESTMENTS ........................................ 5
RISK FACTORS AND SPECIAL
CONSIDERATIONS ............................................ 6
PORTFOLIO TRANSACTIONS AND TURNOVER
RATE ...................................................... 8
CERTAIN INVESTMENT STRATEGIES ................................ 8
INVESTMENT GUIDELINES ....................................... 11
MANAGEMENT OF THE PORTFOLIOS ................................ 12
HOW TO PURCHASE AND REDEEM SHARES IN
THE PORTFOLIOS ........................................... 14
DIVIDENDS, DISTRIBUTIONS AND TAXES .......................... 15
NET ASSET VALUE ............................................. 16
PERFORMANCE ................................................. 16
GENERAL INFORMATION ......................................... 17
WPTRU-1-0396
<PAGE>
<PAGE>
[LOGO]
WARBURG PINCUS TRUST
[ ] INTERNATIONAL EQUITY PORTFOLIO
[ ] SMALL COMPANY GROWTH PORTFOLIO
PROSPECTUS
MARCH 1, 1996
STATEMENT OF DIFFERENCES
------------------------
The dagger symbol shall be expressed as `D'
<PAGE>1
Warburg Pincus Trust/ Small Company Growth Portfolio
Prospectus
Table of contents
The Trust's expenses 4p
Financial highlights 5p
Investment objective and policies 6p
Portfolio investments 7p
Investment grade debt 7p
Money market obligations 7p
U.S. Government securities 8p
Convertible securities 8p
Risk factors and special considerations 9p
Small capitalization and emerging growth companies 9p
Non-publicly traded securities; Rule 144A Securities 9p
Non-diversified status 10p
Portfolio transactions and turnover rate 11p
Certain investment strategies 12p
Foreign securities 12p
Options, futures and currency transactions 12p
Investment guidelines 15p
Management of the Portfolio 16p
Investment adviser 16p
Portfolio managers 16p
Co-administrators 16p
Custodians 17p
Transfer agent 17p
Distributor 17p
Other 17p
Trustee and officers 18p
How to purchase and redeem shares in the Portfolio 19p
Purchases 19p
Redemptions 19p
Dividends, distributions and taxes 20p
Dividends and distributions 20p
Taxes 20p
Internal Revenue Service requirements 20p
Net asset value 21p
Performance 22p
General information 24p
Trust organization 24p
Voting rights 24p
Conflicts of interest 24p
Shareholder communications 25p
<PAGE>2
Warburg Pincus Trust (the "Trust") is an open-end management investment
company that currently offers two investment funds, one of which, the Small
Company Growth Portfolio (the "Portfolio"), is offered pursuant to this
Prospectus.
The Small Company Growth Portfolio seeks capital growth by investing in equity
securities of small-sized domestic companies.
Shares of the Portfolio are not available directly to individual investors but
may be offered only to certain life insurance companies ("Participating
Insurance Companies") for allocation to certain (i) of their separate accounts
established for the purpose of funding variable annuity contracts and variable
life insurance contracts (together, "Variable Contracts") and (ii)
tax-qualified pension and retirement plans ("Plans"), including
participant-directed Plans which elect to make the Portfolio an investment
option for Plan participants. The Portfolio may not be available in every
state due to various insurance regulations.
This Prospectus briefly sets forth certain information about the Portfolio
that investors should know before investing. Investors are advised to read
this Prospectus and retain it for future reference. This Prospectus should be
read in conjunction with the prospectus of the separate account of the
specific insurance product that accompanies this Prospectus or with the Plan
documents or other informational materials supplied by Plan sponsors.
Additional information about the Portfolio, contained in a Statement of
Additional Information, has been filed with the Securities and Exchange
Commission (the "SEC") and is available to investors without charge by calling
the Trust at (800) 888-6878. The Statement of Additional Information, as
amended from time to time, bears the same date as this Prospectus and is
incorporated by reference in its entirety into this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<PAGE>
The Trust's expenses
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 0
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.67%
12b-1 Fees 0
Other Expenses 0.58%
Total Portfolio Operating Expenses
(after fee waivers and expense reimbursements)* 1.25%
Example
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each time period:
1 year $13
3 years $40
- ----------------------------
* Management Fees, Other Expenses and Total Portfolio Operating Expenses are
based on actual expenses for the fiscal period ended December 31, 1995, net of
any fee waivers or expense reimbursements. Without such waivers or
reimbursements, Management Fees would have equalled .90%, Other Expenses would
have equalled .60% and Total Portfolio Operating Expenses would have equalled
1.50%. The Portfolio's investment adviser and co-administrator had undertaken
to reduce or otherwise limit the Portfolio's Total Operating Expenses through
December 31, 1995; there is no assurance that these undertakings will
continue.
The expense table shows the costs and expenses that an investor will bear
directly or indirectly as a shareholder of the Portfolio. The table does not
reflect additional charges and expenses which are, or may be, imposed under
the Variable Contracts or Plans; such charges and expenses are described in
the prospectus of the sponsoring Participating Insurance Company separate
account or in the Plan documents or other informational materials supplied by
Plan sponsors. The Example should not be considered a representation of past
or future expenses; actual Portfolio expenses may be greater or less than
those shown. Moreover, while the Example assumes a 5% annual return, the
Portfolio s actual performance will vary and may result in a return greater or
less than 5%.
<PAGE>
Financial highlights
(for a share outstanding throughout each period)
The following information for the fiscal period ended December 31, 1995 has
been derived from information audited by Coopers & Lybrand L.L.P., independent
auditors, whose report dated February 13, 1996 appears in the Statement of
Additional Information. Further information about the performance of the
Portfolio is contained in the Trust's annual report, dated December 31, 1995,
copies of which appear in the Statement of Additional Information or may be
obtained without charge by calling the Trust at (800) 888-6878.
For the Period
June 30, 1995
(Inception) through
December 31, 1995
Net Asset Value, Beginning of Period $ 10.00
Income from Investment Operations
Net Investment Loss (.01)
Net Gain on Securities (both realized and unrealized) 2.52
Total from Investment Operations 2.51
Less Distributions
Dividends (from net investment income) .00
Distributions (from capital gains) .00
Total Distributions .00
Net Asset Value, End of Period $12.51
Total Return 25.10%+
Ratios/Supplemental Data
Net Assets, End of Period (000s) $97,445
Ratios to average daily net assets:
Operating expenses 1.25%*
Net Investment loss (.36)%*
Decrease reflected in above operating expense ratio due to
waivers/reimbursements .25%*
Portfolio Turnover Rate 67.57%*
- --------------
* Annualized
+ Non-annualized
<PAGE>4
Investment objective and policies
The Small Company Growth Portfolio s investment objective is to seek capital
growth. The Portfolio s objective is a fundamental policy and may not be
amended without first obtaining the approval of a majority of the outstanding
shares of the Portfolio. Any investment involves risk and, therefore, there
can be no assurance that the Portfolio will achieve its investment objective.
See Portfolio Investments and Certain Investment Strategies for
descriptions of certain types of investments the Portfolio may make.
The Portfolio is a non-diversified investment fund that pursues its investment
objective by investing in a portfolio of equity securities of small-sized
domestic companies. The Portfolio ordinarily will invest at least 65% of its
total assets in common stocks or warrants of small-sized companies (i.e.,
companies having stock market capitalizations of between $25 million and $1
billion at the time of purchase) that represent attractive opportunities for
capital growth. It is anticipated that the Portfolio will invest primarily in
companies whose securities are traded on domestic stock exchanges or in the
over-the-counter market. Small companies may still be in the developmental
stage, may be older companies that appear to be entering a new stage of growth
progress owing to factors such as management changes or development of new
technology, products or markets or may be companies providing products or
services with a high unit volume growth rate. The Portfolio s investments will
be made on the basis of their equity characteristics and securities ratings
generally will not be a factor in the selection process.
The Portfolio may also invest in securities of emerging growth companies,
which can be either small- or medium-sized companies that have passed their
start-up phase and that show positive earnings and prospects of achieving
significant profit and gain in a relatively short period of time. Emerging
growth companies generally stand to benefit from new products or services,
technological developments or changes in management and other factors and
include smaller companies experiencing unusual developments affecting their
market value.
<PAGE>5
Portfolio investments
Investment grade debt
The Portfolio may invest up to 20% of its total assets in investment grade
debt securities (other than money market obligations) and preferred stocks
that are not convertible into common stock for the purpose of seeking capital
appreciation. The interest income to be derived may be considered as one
factor in selecting debt securities for investment by Warburg, Pincus
Counsellors, Inc., the Trust s investment adviser ("Warburg"). Because the
market value of debt obligations can be expected to vary inversely to changes
in prevailing interest rates, investing in debt obligations may provide an
opportunity for capital appreciation when interest rates are expected to
decline. The success of such a strategy is dependent upon Warburg s ability to
accurately forecast changes in interest rates. The market value of debt
obligations may also be expected to vary depending upon, among other factors,
the ability of the issuer to repay principal and interest, any change in
investment rating and general economic conditions.
A security will be deemed to be investment grade if it is rated within the
four highest grades by Moody s Investors Service, Inc. ("Moody's") or Standard
& Poor s Ratings Group ("S&P") or, if unrated, is determined to be of
comparable quality by Warburg. Bonds rated in the fourth highest 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. Subsequent to
its purchase by the Portfolio, an issue of securities may cease to be rated or
its rating may be reduced below the minimum required for purchase by the
Portfolio. Neither event will require sale of such securities, although
Warburg will consider such event in its determination of whether the Portfolio
should continue to hold the securities. When Warburg believes that a
defensive posture is warranted, the Portfolio may invest temporarily without
limit in investment grade debt obligations and in domestic and foreign money
market obligations, including repurchase agreements.
Money market obligations
The Portfolio 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) and medium-term (five years or less remaining to
maturity) money market obligations and, for temporary defensive purposes, may
invest in these securities without limit. These 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 or, if unrated, deemed by Warburg to be high quality
investments; commercial paper rated no lower than A-2 by S&P or Prime-2 by
Moody s or the equivalent from another major rating service or, if unrated, of
an issuer having an outstanding, unsecured debt issue then rated within the
three highest rating categories; and repurchase agreements with respect to the
foregoing.
<PAGE>6
Repurchase agreements
The Portfolio may enter into repurchase agreement transactions on portfolio
securities 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,
the Portfolio 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 Portfolio to resell, the obligation at an agreed-upon
price and time, thereby determining the yield during the Portfolio's holding
period. This arrangement results in a fixed rate of return that is not subject
to market fluctuations during the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio seeks to assert this right. Warburg,
acting under the supervision of the Trust s Board of Trustees (the Board ),
monitors the creditworthiness of those bank and non-bank dealers with which
the Portfolio enters into repurchase agreements to evaluate this risk. A
repurchase agreement is considered to be a loan under the 1940 Act.
Money market mutual funds
Where Warburg believes that it would be beneficial to the Portfolio and
appropriate considering the factors of return and liquidity, the Portfolio may
invest up to 5% of its assets in securities of money market mutual funds that
are unaffiliated with the Portfolio, Warburg or the Portfolio s co-
administrator, PFPC Inc. ( PFPC ). As a shareholder in any mutual fund, the
Portfolio will bear its ratable share of the mutual fund s expenses, including
management fees, and will remain subject to payment of the Portfolio s
administration fees and other expenses with respect to assets so invested.
U.S. Government securities
The obligations issued or guaranteed by the U.S. government in which the
Portfolio may invest include: direct obligations of the U.S. Treasury,
obligations issued by U.S. government agencies and instrumentalities,
including instruments that are supported by the full faith and credit of the
United States, instruments that are supported by the right of the issuer to
borrow from the U.S. Treasury and instruments that are supported by the credit
of the instrumentality.
Convertible securities
Convertible securities in which the Portfolio 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.
<PAGE>7
Risk factors and special considerations
Investing in common stocks and securities convertible into common stocks is
subject to the inherent risk of fluctuations in the prices of such securities.
For certain additional risks relating to the Portfolio s investments, see
Portfolio Investments beginning at page 7 and Certain Investment
Strategies beginning at page 12.
Small capitalization and emerging growth companies
Investing in securities of small-sized and emerging growth companies may
involve greater risks than investing in larger, more established issuers since
these securities may have limited marketability and, thus, may be more
volatile than securities of larger, more established companies or the market
averages in general. Because small-sized companies normally have fewer shares
outstanding than larger companies, it may be more difficult to buy or sell
significant amounts of such shares without an unfavorable impact on prevailing
prices. Small-sized companies may have limited product lines, markets or
financial resources and may lack management depth. In addition, small-sized
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 small-sized companies
than for larger, more established ones. Securities of issuers in special
situations also may be more volatile, since the market value of these
securities may decline in value if the anticipated benefits do not
materialize. Companies in special situations include, but are not limited
to, companies involved in an 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; litigation which, if resolved favorably, would improve the value of
the companies securities; or a change in corporate control. Although
investing in securities of emerging growth companies or special situations
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 Portfolio may involve a greater degree of risk than an
investment in other mutual funds that seek capital growth by investing in
better-known, larger companies.
Non-publicly traded securities; Rule 144A Securities
The Portfolio may purchase securities that are not registered under the
Securities Act of 1933, as amended (the "1933 Act"), but that can be sold to
qualified institutional buyers in accordance with Rule 144A under the 1933
Act ("Rule 144A Securities"). A Rule 144A Security will be considered illiquid
and therefore subject to the Portfolio s limitation on the purchase of
illiquid securities, unless the Board determines on an ongoing basis that an
adequate trading market exists for the security. In addition to an adequate
trading market, the Board will also consider factors such as trading activity,
availability of reliable price information and other relevant information in
determining whether a Rule 144A Security is liquid. This investment practice
could have the effect of increasing the level of illiquidity in the Portfolio
to the extent that qualified institutional buyers become uninterested for a
<PAGE>8
time in purchasing Rule 144A Securities. The Board will carefully monitor any
investments by the Portfolio in Rule 144A Securities. The Board may adopt
guidelines and delegate to Warburg the daily function of determining and
monitoring the liquidity of Rule 144A Securities, although the Board will
retain ultimate responsibility for any determination regarding liquidity.
Non-publicly traded securities (including Rule 144A Securities) may involve a
high degree of business and financial risk and may result in substantial
losses. The securities may be less liquid than publicly traded securities and
the Portfolio may take longer to liquidate these positions than would be the
case for publicly traded securities. Although these securities may be resold
in privately negotiated transactions, the prices realized from these sales
could be less than those originally paid by the Portfolio. Further, companies
whose securities are not publicly traded are not subject to the disclosure and
other investor protection requirements that would be applicable if their
securities were publicly traded. The Portfolio s investment in illiquid
securities is subject to the risk that should the Portfolio 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 Portfolio s net
assets could be adversely affected.
Non-diversified status
The Portfolio is classified as non-diversified under the 1940 Act, which means
that the Portfolio is not limited by the 1940 Act in the proportion of its
assets that it may invest in the obligations of a single issuer. The Portfolio
will, however, comply with diversification requirements imposed by the
Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a
regulated investment company. Being non-diversified means that the Portfolio
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 Portfolio 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.
Portfolio transactions and turnover rate
The Portfolio will attempt to purchase securities with the intent of holding
them for investment but may purchase and sell portfolio securities whenever
Warburg believes it to be in the best interests of the Portfolio. The
Portfolio will not consider portfolio turnover rate a limiting factor in
making investment decisions consistent with its investment objective and
policies. High portfolio turnover rates (100% or more) may result in dealer
mark ups or underwriting commissions as well as other transaction costs,
including correspondingly higher brokerage commissions. In addition, short-
term gains realized from portfolio turnover may be taxable to shareholders as
ordinary income. See "Dividends, Distributions and Taxes" "Taxes" below and
"Investment Policies" "Portfolio Transactions" in the Statement of Additional
Information.
<PAGE>9
All orders for transactions in securities or options on behalf of the
Portfolio are placed by Warburg with broker-dealers that it selects, including
Counsellors Securities Inc., the Portfolio s distributor ( Counsellors
Securities ). The Portfolio may utilize Counsellors Securities in connection
with a purchase or sale of securities when Warburg 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.
Certain investment strategies
Although there is no intention of doing so during the coming year, the
Portfolio is authorized to engage in the following investment strategies: (i)
purchasing securities on a when-issued basis and purchasing or selling
securities for delayed-delivery, (ii) lending portfolio securities and (iii)
entering into reverse repurchase agreements and dollar rolls. The Portfolio
may engage in options or futures transactions for the purpose of hedging
against a decline in value of its portfolio holdings or to generate income to
offset expenses or increase return. Such transactions that are not considered
hedging should be considered speculative and may serve to increase the
Portfolio s investment risk. Detailed information concerning these strategies
and their related risks is contained below and in the Statement of Additional
Information.
Foreign securities
The Portfolio may invest up to 20% of its total assets in the securities of
foreign issuers. There are certain risks involved in investing in securities
of companies and governments of foreign nations which are in addition to the
usual risks inherent in U.S. investments. These risks include those resulting
from fluctuations in currency exchange rates, revaluation of currencies,
future adverse political and economic developments and the possible imposition
of currency exchange blockages or other foreign governmental laws or
restrictions, reduced availability of public information concerning issuers,
the lack of uniform accounting, auditing and financial reporting standards and
other regulatory practices and requirements that are often generally less
rigorous than those applied in the United States. Moreover, securities of many
foreign companies may be less liquid and their prices more volatile than those
of 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. In addition, with respect to certain foreign
countries, there is the possibility of expropriation, nationalization,
confiscatory taxation and limitations on the use or removal of funds or other
assets of the Portfolios, including the withholding of dividends. Foreign
securities may be subject to foreign government taxes that would reduce the
net yield on such securities. Moreover, 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. Investment in
foreign securities will also result in higher operating expenses due to the
cost of converting foreign currency into U.S. dollars, the payment of fixed
brokerage commissions on foreign exchanges, which generally are higher than
<PAGE>10
commissions on U.S. exchanges, higher valuation and communications costs and
the expense of maintaining securities with foreign custodians.
Options, futures and currency transactions
At the discretion of Warburg, the Portfolio may, but is not required to,
engage in a number of strategies involving options, futures and forward
currency contracts. These strategies, commonly referred to as derivatives,
may be used (i) for the purpose of hedging against a decline in value of the
Portfolio s current or anticipated portfolio holdings, (ii) as a substitute
for purchasing or selling portfolio securities or (iii) to seek to generate
income to offset expenses or increase return. Transactions that are not
considered hedging should be considered speculative and may serve to increase
the Portfolio s investment risk. Transaction costs and any premiums associated
with these strategies, and any losses incurred, will affect the Portfolio s
net asset value and performance. Therefore, an investment in the Portfolio may
involve a greater risk than an investment in other mutual funds that do not
utilize these strategies. The Portfolio s use of these strategies may be
limited by position and exercise limits established by securities and
commodities exchanges and the National Association of Securities Dealers, Inc.
and by the Code.
Securities and stock index options
The Portfolio may write put and call options on up to 25% of the net asset
value of the stock and debt securities in its portfolio and will realize fees
(referred to as premiums ) for granting the rights evidenced by the options.
The Portfolio may also utilize up to 10% of its assets to purchase options on
stocks and debt securities that are traded on U.S. and foreign exchanges, as
well as over-the-counter ( OT ) options. The purchaser of a put option on a
security has the right to compel the purchase by the writer of the underlying
security, while the purchaser of a call option has the right to purchase the
underlying security from the writer. In addition to purchasing and writing
options on securities, the Portfolio may also utilize up to 10% of its total
assets to purchase exchange-listed and OTC put and call options on stock
indexes, and may also write such options. A stock index measures the movement
of a certain group of stocks by assigning relative values to the common stocks
included in the index.
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 the Portfolio, force the sale or purchase of portfolio securities at
inopportune times or at less advantageous prices, limit the amount of
appreciation the Portfolio could realize on its investments or require the
Portfolio to hold securities it would otherwise sell.
Futures contracts and commodity options
The Portfolio may enter into foreign currency, interest rate and stock index
futures contracts and purchase and write (sell) related options that are
traded on an exchange designated by the Commodity Futures Trading Commission
(the CFTC ) or, if consistent with CFTC regulations, on foreign exchanges.
These futures contracts are standardized contracts for the future delivery of
foreign currency or an interest rate sensitive security or, in the case of
stock index and certain other futures contracts,
<PAGE>11
are settled in cash with reference to a specified multiplier times the change
in the specified index, exchange rate or interest rate. 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.
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 the Portfolio s net asset value, after taking into account unrealized
profits and unrealized losses on any such contracts. Although the Portfolio is
limited in the amount of assets that may be invested in futures transactions,
there is no overall limit on the percentage of the Portfolio s assets that may
be at risk with respect to futures activities.
Currency exchange transactions
The Portfolio will conduct its currency exchange transactions either (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 futures
contracts (as described above), (iii) through entering into forward contracts
to purchase or sell currency or (iv) by purchasing exchange-traded currency
options. A forward currency contract involves an obligation to purchase or
sell a specific currency at a future date at a price set at the time of the
contract. An option on a foreign currency operates similarly to an option on a
security. Risks associated with currency forward contracts and purchasing
currency options are similar to those described in this Prospectus 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.
Hedging considerations
A hedge is designed to offset a loss on a portfolio position with a gain in
the hedge 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
hedge position. As a result, the use of options, futures contracts and
currency exchange transactions for hedging purposes could limit any potential
gain from an increase in 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. The Portfolio will engage in hedging transactions only
when deemed advisable by Warburg, and successful use of hedging transactions
will depend on Warburg s ability to correctly predict movements in the hedge
and the hedged position and the correlation between them, which could prove to
be inaccurate. Even a well-conceived hedge may be unsuccessful to some degree
because of unexpected market behavior or trends.
Additional considerations
To the extent that the Portfolio engages in the strategies described above,
the Portfolio 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 Portfolio may be unable
to close out an option or futures position without incurring substantial
losses, if at all. The Portfolio is also subject to the risk of a default by a
counterparty to an off-exchange transaction.
<PAGE>12
Asset coverage
The Portfolio will comply with applicable regulatory requirements designed to
eliminate any potential for leverage with respect to options written by the
Portfolio on securities and indexes; currency, interest rate and stock index
futures contracts and options on these futures contracts; and forward currency
contracts. The use of these strategies may require that the Portfolio maintain
cash or certain liquid high-grade debt obligations or other assets that are
acceptable as collateral to the appropriate regulatory authority in a
segregated account with its custodian or a designated sub-custodian to the
extent the Portfolio s obligations with respect to these strategies are not
otherwise covered through ownership of the underlying security, financial
instrument or currency 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 the Portfolio s assets
could impede portfolio management or the Portfolio s ability to meet
redemption requests or other current obligations.
Investment guidelines
The Portfolio may invest up to 15% of its net assets in securities with
contractual or other restrictions on resale and other instruments that are not
readily marketable ( illiquid securities ), including (i) securities issued as
part of a privately negotiated transaction between an issuer and one or more
purchasers; (ii) repurchase agreements with maturities greater than seven
days; (iii) time deposits maturing in more than seven calendar days; and (iv)
certain Rule 144A Securities. In addition, up to 5% of the Portfolio s total
assets may be invested in the securities of issuers which have been in
continuous operation for less than three years, and up to an additional 5% of
its net assets may be invested in warrants. The Portfolio may borrow from
banks for temporary or emergency purposes, such as meeting anticipated
redemption requests, provided that reverse repurchase agreements and any other
borrowing by the Portfolio may not exceed 30% of its total assets, and may
pledge assets to the extent necessary to secure permitted borrowings. Whenever
borrowings (including reverse repurchase agreements) exceed 5% of the value of
the Portfolio s total assets, the Portfolio will not make any investments
(including roll-overs). Except for the limitations on borrowing, the
investment guidelines set forth in this paragraph may be changed at any time
without shareholder consent by vote of the Board, subject to the limitations
contained in the 1940 Act. A complete list of investment restrictions that the
Portfolio has adopted identifying additional restrictions that cannot be
changed without the approval of the majority of the Portfolio s outstanding
shares is contained in the Statement of Additional Information.
<PAGE>13
Management of the Portfolio
Investment adviser
The Trust employs Warburg as its investment adviser. Warburg, subject to the
control of the Trust s officers and the Board, manages the investment and
reinvestment of the assets of the Portfolio in accordance with the Portfolio s
investment objective and stated investment policies. Warburg makes investment
decisions for the Portfolio and places orders to purchase or sell securities
on behalf of the Portfolio. Warburg also employs a support staff of management
personnel to provide services to the Portfolio and furnishes the Portfolio
with office space, furnishings and equipment.
For the services provided by Warburg, the Portfolio pays Warburg a fee
calculated at an annual rate of .90% of the Portfolio s average daily net
assets. Although this advisory fee is higher than that paid by most other
investment companies, including money market and fixed income funds, Warburg
believes that they are comparable to fees charged by other mutual funds with
similar policies and strategies. Warburg and the Trust s co-administrators may
voluntarily waive a portion of their fees from time to time and temporarily
limit the expenses to be paid by the Portfolio.
Warburg is a professional investment counselling firm which provides
investment services to investment endowment funds, foundations and other
institutions and individuals. As of January 31, 1996, Warburg managed
approximately $12.9 billion of assets, including approximately $7.1 billion of
assets of twenty-seven investment companies or portfolios. Incorporated in
1970, Warburg is a wholly owned subsidiary of Warburg, Pincus Counsellors G.P.
("Warburg G.P."), a New York general partnership. E.M. Warburg, Pincus & Co.,
Inc. ("EMW") controls Warburg through its ownership of a class of voting
preferred stock of Warburg. Warburg G.P. has no business other than being a
holding company of Warburg and its subsidiaries. Warburg s address is 466
Lexington Avenue, New York, New York 10017-3147.
Portfolio managers
The portfolio managers of the Portfolio are Elizabeth B. Dater and Stephen J.
Lurito. Ms. Dater is a managing director of EMW and has been a portfolio
manager of Warburg since 1978. Mr. Lurito is a managing director of EMW and
has been with Warburg since 1987, before which time he was a research analyst
at Sanford C. Bernstein & Company, Inc.
Co-administrators
The Portfolio employs Counsellors Funds Service, Inc., a wholly owned
subsidiary of Warburg ("Counsellors Service"), as a co-administrator. As co-
administrator, Counsellors Service provides shareholder liaison services to
the Portfolio, including responding to shareholder inquiries and providing
information on shareholder investments. Counsellors Service also performs a
variety of other services, including furnishing certain executive and
administrative services, acting as liaison between the Portfolio and its
various service providers, furnishing corporate secretarial services, which
include preparing materials for meetings of the Board, preparing proxy
statements and annual, semiannual and quarterly reports, assisting in other
regulatory filings as necessary and monitoring and developing compliance
procedures for the Portfolio. As compensation, the Portfolio pays Counsellors
Service a fee calculated at an annual rate of .10% of the Portfolio s average
daily net assets.
The Trust employs PFPC, an indirect, wholly owned subsidiary of PNC Bank
Corp.,
<PAGE>14
as a co-administrator. As a co-administrator, PFPC calculates the Portfolio s
net asset value, provides all accounting services for the Portfolio and
assists in related aspects of the Portfolio s operations. As compensation the
Portfolio pays PFPC a fee calculated at an annual rate of .10% of its average
daily net assets, subject to a minimum annual fee and exclusive of out-of-
pocket expenses. PFPC has its principal offices at 400 Bellevue Parkway,
Wilmington, Delaware 19809.
Custodians
PNC Bank, National Association ( PNC ), serves as custodian of the Portfolio s
U.S. assets. State Street Bank and Trust Company ( State Street ) serves as
international custodian of the Portfolio s non-U.S. assets. Like PFPC, PNC is
a subsidiary of PNC Bank Corp. and its principal business address is Broad and
Chestnut Streets, Philadelphia, Pennsylvania 19101. State Street s principal
business address is 225 Franklin Street, Boston, Massachusetts 02110.
Transfer Agent
State Street also serves as shareholder servicing agent, transfer agent and
dividend disbursing agent for the Portfolio. It has delegated to Boston
Financial Data Services, Inc., a 50% owned subsidiary ( BFDS ), responsibility
for most shareholder servicing functions. BFDS s principal business address is
2 Heritage Drive, North Quincy, Massachusetts 02171.
Distributor
Counsellors Securities serves without compensation as distributor of the
shares of the Portfolio. Counsellors Securities is a wholly owned subsidiary
of Warburg and is located at 466 Lexington Avenue, New York, New York 10017-
3147.
Other
From time to time Warburg or its affiliates may compensate Participating
Insurance Companies and Plans or their affiliates or entities that provide
services to them for providing a variety of recordkeeping, administrative,
accounting, marketing, shareholder liaison and/or other services with respect
to investments made in the Trust. This compensation will be based on the net
asset value of shares held by the Participating Insurance Companies Variable
Contract owners or Plan participants and will vary depending on the nature and
extent of the services provided. Such compensation will be paid from Warburg s
or its affiliates own resources and will not represent an additional expense
to the Portfolio or its shareholders.
Warburg or its affiliates may, at their own expense, provide promotional
incentives to parties who support the sale of shares of the Portfolio,
consisting of securities dealers who have sold Portfolio shares or others,
including banks and other financial institutions, under special arrangements.
In some instances, these incentives may be offered only to certain
institutions whose representatives provide services in connection with the
sale or expected sale of significant amounts of the Portfolio s shares.
Trustees and officers
The officers of the Trust manage the Portfolio s day-to-day operations and are
directly responsible to the Board. The Board sets broad policies for the
Portfolio and chooses the Trust s officers. A list of the Trustees and
officers and a brief statement of their present positions and principal
occupations during the past five years is set
<PAGE>15
forth in the Statement of Additional Information.
Dividends, distributions and taxes
Dividends and distributions
The Portfolio calculates its dividends from net investment income. Net
investment income includes interest accrued and dividends earned on the
Portfolio s portfolio securities for the applicable period less applicable
expenses. The Portfolio declares dividends from its net investment income and
net realized short-term and long-term capital gains annually. Net investment
income earned on weekends and when the NYSE is not open will be computed as of
the next business day. Dividends and distributions will automatically be
reinvested in additional shares of the Portfolio at net asset value unless, in
the case of a Variable Contract, a Participating Insurance Company elects to
have dividends or distributions paid in cash.
Taxes
For a discussion of the tax status of a Variable Contract or Plan, refer to
the sponsoring Participating Insurance Company separate account prospectus or
Plan documents or other informational materials supplied by Plan sponsors.
The Portfolio intends to qualify each year as a regulated investment company
within the meaning of the Code. The Portfolio intends to distribute all of its
net income and capital gains to its shareholders (the Variable Contracts and
Plans).
Because shares of the Portfolio may be purchased only through Variable
Contracts and Plans, it is anticipated that any income dividends or capital
gain distributions from the Portfolio are taxable, if at all, to the
Participating Insurance Companies and Plans and will be exempt from current
taxation of the Variable Contract owner or Plan participant if left to
accumulate within the Variable Contract or Plan. Generally, withdrawals from
Variable Contracts or Plans may be subject to ordinary income tax and, if made
before age 591/2, a 10% penalty tax.
Internal Revenue Service requirements
The Portfolio intends to comply with the diversification requirements
currently imposed by the Internal Revenue Service on separate accounts of
insurance companies as a condition of maintaining the tax-deferred status of
Variable Contracts. See the Statement of Additional Information for more
specific information.
Net asset value
The Portfolio's net asset value per share is calculated as of the close of
regular trading on the NYSE on each business day, Monday through Friday,
except on days when the NYSE is closed. The NYSE is currently scheduled to be
closed on New Year s Day, Washington s Birthday, Good Friday, Memorial Day
(observed), Independence Day, Labor Day, Thanksgiving Day and Christmas Day,
and on the preceding Friday or subsequent Monday when one of the holidays
falls on a Saturday or Sunday, respectively. The net asset value per share of
the Portfolio
<PAGE>16
generally changes every day.
The net asset value per share of the Portfolio is computed by dividing the
value of the Portfolio s net assets by the total number of its shares
outstanding. Securities listed on a U.S. securities exchange (including
securities traded through the NASDAQ National Market System) or foreign
securities exchange or traded in an over-the-counter market will be valued at
the most recent sale price when the valuation is made. Options and futures
contracts will be valued similarly. Debt obligations that mature in 60 days or
less from the valuation date are valued on the basis of amortized cost, unless
the Board determines that using this valuation method would not reflect the
investments value. Securities, options and futures contracts for which market
quotations are not readily available and other assets will be valued at their
fair value as determined in good faith pursuant to consistently applied
procedures established by the Board. Further information regarding valuation
policies is contained in the Statement of Additional Information.
Performance
From time to time, the Portfolio may advertise its average annual total return
over various periods of time. These total return figures show the average
percentage change in value of an investment in the Portfolio from the
beginning of the measuring period to the end of the measuring period. The
figures reflect changes in the price of the Portfolio s shares assuming that
any income dividends and/or capital gain distributions made by the Portfolio
during the period were reinvested in shares of the Portfolio. 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 Portfolio s operations
or on a year-by-year, quarterly or current year-to-date basis).
Total returns quoted for the Portfolio include the effect of deducting the
Portfolio s expenses, but may not include charges and expenses attributable to
any particular Variable Contract or Plan. Accordingly, the prospectus of the
sponsoring Participating Insurance Company separate account or Plan documents
or other informational materials supplied by Plan sponsors should be carefully
reviewed for information on relevant charges and expenses. Excluding these
charges and expenses from quotations of the Portfolio s performance has the
effect of increasing the performance quoted, and the effect of these charges
should be considered when comparing the Portfolio s performance to that of
other mutual funds.
When considering average annual 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 such return may not be representative
of the Portfolio s return over a longer market cycle. The Portfolio may also
advertise its aggregate total return figures for various periods, representing
the cumulative change in value of an investment in the Portfolio for the
specific period (again reflecting changes in share prices and assuming
reinvestment of dividends and distributions). Aggregate and
<PAGE>17
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).
Investors should note that return figures are based on historical earnings and
are not intended to indicate future performance. The Statement of Additional
Information describes the method used to determine the total return. Current
total return figures may be obtained by calling (800) 888-6878.
In reports or other communications to investors or in advertising material,
the Portfolio or a Participating Insurance Company or Plan sponsor may
describe general economic and market conditions affecting the Portfolio.
Performance may be compared with (i) that of other mutual funds as listed in
the rankings prepared by Lipper Analytical Services, Inc. or similar
investment services that monitor the performance of mutual funds or as set
forth in the publications listed below; (ii) with the Russell 2000 Small Stock
Index and the S&P 500 Index, which are unmanaged indexes; or (iii) other
appropriate indexes of investment securities or with data developed by Warburg
derived from such indexes. The Portfolio or a Participating Insurance Company
may also include evaluations published by nationally recognized ranking
services and by financial publications that are nationally recognized, such as
The Wall Street Journal, Investor s Daily, Money, Inc., Institutional
Investor, Barron s, Fortune, Forbes, Business Week, Mutual Fund Magazine,
Morningstar, Inc. and Financial Times.
In reports or other communications to investors or in advertising, the
Portfolio or a Participating Insurance Company or Plan sponsor may also
describe the general biography or work experience of the portfolio managers of
the Portfolio and may include quotations attributable to the portfolio
managers describing approaches taken in managing the Portfolio s investments,
research methodology underlying stock selection or the Portfolio s investment
objective. In addition, the Portfolio and its portfolio managers may render
periodic updates of Portfolio activity, which may include a discussion of
significant portfolio holdings and analysis of holdings by industry, country,
credit quality and other characteristics. The Portfolio may also discuss the
continuum of risk and return relating to different investments and the
potential impact of foreign securities on a portfolio otherwise composed of
domestic securities. Morningstar, Inc. rates funds in broad categories based
on risk/reward analyses over various periods of time. In addition, the
Portfolio or a Participating Insurance Company or Plan sponsor may from time
to time compare the Portfolio s expense ratio to that of investment companies
with similar objectives and policies, based on data generated by Lipper
Analytical Services, Inc. or similar investment services that monitor mutual
funds.
General information
Trust organization
The Trust was organized on March 15, 1995 under the laws of The Commonwealth
of Massachusetts as a Massachusetts business trust. The Trust s Declaration
of
<PAGE>18
Trust authorizes the Board to issue an unlimited number of full and fractional
shares of beneficial interest, $.001 par value per share. Shares of two series
have been authorized, one of which constitutes the interests in the Portfolio.
The Board may classify or reclassify any of its shares into one or more
additional series without shareholder approval.
Voting rights
When matters are submitted for shareholder vote, shareholders of the Portfolio
will have one vote for each full share held and fractional votes for
fractional shares held. Generally, shares of the Trust will vote by individual
portfolio on all matters except where otherwise required by law. There will
normally be no meetings of shareholders for the purpose of electing Trustees
unless and until such time as less than a majority of the members holding
office have been elected by shareholders. Shareholders of record of no less
than two-thirds of the outstanding shares of the Trust may remove a Trustee
through a declaration in writing or by vote cast in person or by proxy at a
meeting called for that purpose. A meeting will be called for the purpose of
voting on the removal of a Trustee at the written request of holders of 10% of
the Trust s outstanding shares. Under current law, a Participating Insurance
Company is required to request voting instructions from Variable Contract
owners and must vote all Trust shares held in the separate account in
proportion to the voting instructions received. Plans may or may not pass
through voting rights to Plan participants, depending on the terms of the
Plan s governing documents. For a more complete discussion of voting rights,
refer to the sponsoring Participating Insurance Company separate account
prospectus or the Plan documents or other informational materials supplied by
Plan sponsors.
Conflicts of interest
The Portfolio offers its shares to (i) Variable Contracts offered through
separate accounts of Participating Insurance Companies which may or may not be
affiliated with each other and (ii) Plans, including participant directed
Plans which elect to make the Portfolio an investment option for Plan
participants. Due to differences of tax treatment and other considerations,
the interests of various Variable Contract owners and Plan participants
participating in the Portfolio may conflict. The Board will monitor the
Portfolio for any material conflicts that may arise and will determine what
action, if any, should be taken. If a conflict occurs, the Board may require
one or more Participating Insurance Company separate accounts and/or Plans to
withdraw its investments in the Portfolio. As a result, the Portfolio may be
forced to sell securities at disadvantageous prices and orderly portfolio
management could be disrupted. In addition, the Board may refuse to sell
shares of the Portfolio to any Variable Contract or Plan or may suspend or
terminate the offering of shares of the Portfolio if such action is required
by law or regulatory authority or is in the best interests of the shareholders
of the Portfolio.
Shareholder communications
Participating Insurance Companies and Plan trustees will receive semiannual
and audited annual reports, each of which includes a list of the investment
securities held by the Portfolio and a statement of the performance of the
Portfolio. Periodic listings of the investment securities held by the
Portfolio may be obtained by calling the Trust at (800) 888-6878.
<PAGE>19
Since the prospectuses of the Trust's portfolios may be combined in a single
prospectus, it is possible that the Portfolio may become liable for a
misstatement, inaccuracy or omission in the combined prospectus with regard to
the other portfolio.
<PAGE>1
STATEMENT OF ADDITIONAL INFORMATION
March 1, 1996
WARBURG PINCUS TRUST
P.O. Box 9030, Boston, Massachusetts 02205-9030
For information, call (800) 888-6878
Contents
Page
----
Investment Objectives . . . . . . . . . . . . . . . . . 2
Investment Policies . . . . . . . . . . . . . . . . . . 2
Management of the Trust . . . . . . . . . . . . . . . . 29
Additional Purchase and Redemption Information . . . . 37
Additional Information Concerning Taxes . . . . . . . . 38
Determination of Performance . . . . . . . . . . . . . 40
Independent Accountants and Counsel . . . . . . . . . . 43
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 43
Financial Statements . . . . . . . . . . . . . . . . . 43
Appendix -- Description of Ratings . . . . . . . . . . A-1
Annual Report and Report of Independent Accountants . . A-3
This Statement of Additional Information is meant to be read in
conjunction with the Prospectus of Warburg Pincus Trust (the "Trust"), dated
March 1, 1996, as amended or supplemented from time to time, and is
incorporated by reference in its entirety into that Prospectus. The Trust
currently offers two managed investment funds, the International Equity
Portfolio and the Small Company Growth Portfolio (together the "Portfolios"
and each a "Portfolio"). Shares of a Portfolio are not available directly to
individual investors but may be offered only to certain (i) life insurance
companies ("Participating Insurance Companies") for allocation to certain of
their separate accounts established for the purpose of funding variable
annuity contracts and variable life insurance policies (together "Variable
Contracts") and (ii) tax-qualified pension and retirement plans ("Plans"),
including participant-directed Plans which elect to make a Portfolio an
investment option for Plan participants. Because this Statement of Additional
Information is not itself a prospectus, no investment in shares of a Portfolio
should be made solely upon the information contained herein. Copies of the
Trust's Prospectus and information regarding each of the Portfolios' current
performance may be obtained by calling the Trust at (800) 369-2728 or by
writing to the Trust, P.O. Box 9030, Boston, Massachusetts 02205-9030.
<PAGE>2
INVESTMENT OBJECTIVES
The investment objective of the International Equity Portfolio is
long-term capital appreciation. The investment objective of the Small Company
Growth Portfolio is capital growth.
INVESTMENT POLICIES
The following policies supplement the descriptions of each
Portfolio's investment objective and policies in the Prospectus.
Options, Futures and Currency Exchange Transactions
Securities Options. Each Portfolio may write covered put and call
options on stock and debt securities and may purchase such options that are
traded on foreign and U.S. exchanges, as well as over-the-counter ("OTC").
Each Portfolio realizes fees (referred to as "premiums") for
granting the rights evidenced by the options it has written. A put option
embodies the right of its purchaser to compel the writer of the option to
purchase from the option holder an underlying security at a specified price
for a specified time period or at a specified time. In contrast, a call
option embodies the right of its purchaser to compel the writer of the option
to sell to the option holder an underlying security at a specified price for a
specified time period or at a specified time.
The 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
Portfolio 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). Nevertheless, the Portfolio as a put or call writer retains the
risk of a decline in the price of the underlying security. The size of the
premiums that the Portfolio may receive may be adversely affected as new or
existing institutions, including other investment companies, engage in or
increase their option-writing activities.
If security prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that the
writer will also profit, because it should be able to close out the option at
a lower price. If security prices fall, the put writer would expect to suffer
a loss. This loss should be less than the loss from purchasing the underlying
instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline.
<PAGE>3
In the case of options written by a Portfolio that are deemed
covered by virtue of the Portfolio'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 Portfolio has written options may exceed the time within which the
Portfolio must make delivery in accordance with an exercise notice. In these
instances, the Portfolio may purchase or temporarily borrow the underlying
securities for purposes of physical delivery. By so doing, the Portfolio will
not bear any market risk, since the Portfolio 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 Portfolio 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 the Portfolios may write covered call options. For example, if a
Portfolio 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 Portfolio will compensate for the decline in the value of the
cover by purchasing an appropriate additional amount of mortgage-backed
securities.
Options written by a Portfolio 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. The Portfolios may write (i) in-the-money
call options when Warburg, Pincus Counsellors, Inc., the Portfolios'
investment adviser ("Warburg"), expects that the price of the underlying
security will remain flat or decline moderately during the option period,
(ii) at-the-money call options when Warburg expects that the price of the
underlying security will remain flat or advance moderately during the option
period and (iii) out-of-the-money call options when Warburg expects that the
premiums received from writing the call option plus the appreciation in market
price of the underlying security up to the exercise price will be greater than
the appreciation in the price of the underlying security alone. In any of the
preceding situations, if the market price of the underlying security declines
and the security is sold at this lower price, the amount of any realized loss
will be offset wholly or in part by the premium received. Out-of-the-money,
at-the-money and in-the-money put options (the reverse of call options as to
the relation of exercise price to market price) may be used in the same market
environments that such call options are used in equivalent transactions. To
secure its obligation to deliver the underlying security when it writes a call
option, a Portfolio 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 the Portfolio
prior to the exercise of options that
<PAGE>4
it has purchased or written, respectively, of options of the same series) in
which the Portfolio 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
over-the-counter market. When the Portfolio has purchased an option and
engages in a closing sale transaction, whether the Portfolio 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 Portfolio initially paid for
the original option plus the related transaction costs. Similarly, in cases
where the Portfolio 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. The Portfolio 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 the Portfolio under an option it has written
would be terminated by a closing purchase transaction, but the Portfolio would
not be deemed to own an option as a result of the transaction. So long as the
obligation of the Portfolio as the writer of an option continues, the
Portfolio may be assigned an exercise notice by the broker-dealer through
which the option was sold, requiring the Portfolio to deliver the underlying
security against payment of the exercise price. This obligation terminates
when the option expires or the Portfolio effects a closing purchase
transaction. The Portfolio can no longer 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 Portfolio's ability to terminate options positions established in
the over-the-counter market may be more limited than for exchange-traded
options and may also involve the risk that securities dealers participating in
over-the-counter transactions would fail to meet their obligations to the
Portfolio. The Portfolio, however, intends to purchase over-the-counter
options only from dealers whose debt securities, as determined by Warburg, are
considered to be investment grade. If, as a covered call option writer, the
Portfolio is unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security until the option
expires or it delivers the underlying security upon exercise. In either case,
the
<PAGE>5
Portfolio would continue to be at market risk on the security and could face
higher transaction costs, including brokerage commissions.
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 the Trust or a Portfolio and other clients of Warburg and
certain of its affiliates may be considered to be such a group. A securities
exchange may order the liquidation of positions found to be in violation of
these limits and it may impose certain other sanctions. These limits may
restrict the number of options a Portfolio will be able to purchase on a
particular security.
Stock Index Options. Each Portfolio may purchase and write
exchange-listed and OTC put and call options on stock indexes. The aggregate
value of the securities underlying the options on stock indexes written by a
Portfolio, determined as of the date the options are sold, when added to the
value of the securities underlying the options on securities written by the
Portfolio, may not exceed 25% the Portfolio's net assets. A stock index
measures the movement of a certain group of stocks by assigning relative
values to the common stocks included in the index, fluctuating with changes in
the market values of the stocks included in the index. Some stock 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 stock indexes are similar to options on stock except that
(i) the expiration cycles of stock index options are monthly, while those of
stock 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 stock index gives the holder the right to
receive a cash "exercise settlement amount" equal to (a) the amount, if any,
by which the fixed exercise price of the option exceeds (in the case of a put)
or is less than (in the case of a call) the closing value of the underlying
index on the date of exercise, multiplied by (b) a fixed "index multiplier."
Receipt of this cash amount will depend upon the closing level of the stock
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. Stock index options may be offset by entering into closing
transactions as described above for securities options.
OTC Options. The Portfolios 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
<PAGE>6
writer, for example, is obligated to deliver the underlying stock 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 Portfolio 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
the Portfolio, the Portfolio would lose the premium it paid for the option and
the expected benefit of the transaction.
Listed options generally have a continuous liquid market while
dealer options have none. Consequently, the Portfolio 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 the Portfolio
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 Portfolio originally wrote the option. Although
the Portfolios 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 Portfolios, there can be no assurance that the Portfolio
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 a Portfolio. Until the Portfolio, 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 the Portfolio's ability to sell portfolio securities or, with respect
to currency options, currencies at a time when such sale might be
advantageous. In the event of insolvency of the other party, the Portfolio
may be unable to liquidate a dealer option.
Futures Activities. Each Portfolio may enter into foreign currency,
interest rate and stock index futures contracts and purchase and write (sell)
related options traded on exchanges designated by the Commodity Futures
Trading Commission (the "CFTC") or consistent with CFTC regulations on foreign
exchanges. These transactions may be entered into for "bona fide hedging"
purposes as defined in CFTC regulations and other permissible purposes
including hedging against changes in the value of portfolio securities due to
anticipated changes in currency values, interest rates and/or market
conditions and increasing return.
A Portfolio will not enter into futures contracts and related
options for which the aggregate initial margin and premiums (discussed below)
required to establish positions other than those considered to be "bona fide
hedging" by the CFTC exceed 5% of the Portfolio's net asset value after taking
into account unrealized profits and unrealized losses on any such contracts it
has entered into. The Portfolios reserve 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
a Portfolio's policies. Although each Portfolio is limited in the amount of
assets it may invest in futures transactions (as described above and in the
Prospectus), there is no overall limit on the percentage of Portfolio assets
that may be at risk with respect to futures activities. The
<PAGE>7
ability of the Portfolio to trade in futures contracts and options on futures
contracts may be limited by the requirements of the Internal Revenue Code of
1986, as amended (the "Code"), applicable to a regulated investment company.
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. Stock indexes are capitalization weighted
indexes which reflect the market value of the stock listed on the indexes. A
stock 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 Portfolio upon entering
into a futures contract. Instead, the Portfolio is required to deposit in a
segregated account with its custodian an amount of cash or cash equivalents,
such as U.S. government securities or other liquid high-grade debt obliga-
tions, 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 Portfolio 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 Portfolio
fails to meet its contractual obligations. Subsequent payments, known as
"variation margin," to and from the broker, will be made daily as the
currency, financial instrument or stock 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." The Portfolios will
also incur brokerage costs in connection with entering into futures
transactions.
At any time prior to the expiration of a futures contract, a
Portfolio may elect to close the position by taking an opposite position,
which will operate to terminate the Portfolio'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 Portfolios intend to enter into futures
contracts only if there is an active market for such contracts, there is no
assurance that an active market will exist at any particular time. Most
futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. Once the daily limit has been
reached in a particular contract, no trades may be made that day at a price
beyond that limit or trading may be suspended for specified periods during the
day. It is possible that futures contract prices could move to the daily
limit for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of futures positions at an advantageous price
<PAGE>8
and subjecting a Portfolio to substantial losses. In such event, and in the
event of adverse price movements, the Portfolio would be required to make
daily cash payments of variation margin. In such situations, if the Portfolio
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 the Portfolio 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 the Portfolio's performance.
Options on Futures Contracts. Each Portfolio 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 stock 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
futures contracts 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 the
Portfolio.
Currency Exchange Transactions. The value in U.S. dollars of the
assets of a Portfolio that are invested in foreign securities may be affected
favorably or unfavorably by changes in exchange control regulations, and the
Portfolio 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. Each Portfolio 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.
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
<PAGE>9
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, the Portfolio 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 purchase a
second, offsetting contract. If the Portfolio retains the portfolio security
and engages in an offsetting transaction, the Portfolio, at the time of
execution of the offsetting transaction, will incur a gain or a loss to the
extent that movement has occurred in forward contract prices.
Currency Options. The Portfolios 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. The Portfolios' 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 a Portfolio 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 Portfolio 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
the Portfolio's securities are denominated will reduce the U.S. dollar value
of the securities, even if their value in the foreign currency remains
constant. The use of currency hedges does not eliminate fluctuations in the
underlying prices of the securities, but it does establish a rate of exchange
that can be achieved in the future. For example, in order to protect against
diminutions in the U.S. dollar value of securities it holds, a Portfolio may
purchase currency put options. If the value of the currency does decline, the
Portfolio 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, the Portfolio 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 the Portfolio derived from purchases of currency options, like the
benefit derived from other types of options, will be reduced by premiums and
other
<PAGE>10
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, the
Portfolio 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 the Portfolio's investments and a currency hedge may not be entirely
successful in mitigating changes in the value of the Portfolio'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 the
Portfolio against a price decline if the issuer's creditworthiness
deteriorates.
Hedging. In addition to entering into options, futures and currency
exchange transactions for other purposes, including generating current income
to offset expenses or increase return, each Portfolio 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, contracts 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 the Portfolio, an increase in the value of the futures contracts could only
mitigate, but not totally offset, the decline in the value of the Portfolio's
assets.
In hedging transactions based on an index, whether a Portfolio will
realize a gain or loss from the purchase or writing of options on an index
depends upon movements in the level of stock 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 stock. The risk
of imperfect correlation increases as the composition of the Portfolio'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, the Portfolio'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 the Portfolio's net
investment results if market movements are not as anticipated when the hedge
is established. Stock 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
<PAGE>11
close futures contracts through offsetting transactions which would distort
the normal relationship between the stock index and futures markets.
Secondly, from the point of view of speculators, the deposit requirements in
the futures market are less onerous than margin requirements in the securities
market. Therefore, increased participation by speculators in the futures
market also may cause temporary price distortions. Because of the possibility
of price distortions in the futures market and the imperfect correlation
between movements in the stock index and movements in the price of stock index
futures, a correct forecast of general market trends by Warburg still may not
result in a successful hedging transaction.
A Portfolio will engage in hedging transactions only when deemed
advisable by Warburg, and successful use by the Portfolio of hedging
transactions will be subject to Warburg's ability to predict trends in
currency, interest rate or securities markets, as the case may be, and to
correctly predict 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 the Portfolio's performance.
Asset Coverage for Forward Contracts, Options, Futures and Options
on Futures. As described in the Prospectus, each Portfolio will comply with
guidelines established by the U.S. Securities and Exchange Commission (the
"SEC") with respect to coverage of forward currency contracts; options written
by the Portfolio on securities and indexes; and currency, interest rate and
index futures contracts and options on these futures contracts. These
guidelines may, in certain instances, require segregation by the Portfolio of
cash or liquid high-grade debt securities or other securities that are
acceptable as collateral to the appropriate regulatory authority.
For example, a call option written by the Portfolio on securities
may require the Portfolio 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 the
Portfolio on an index may require the Portfolio 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 the Portfolio may require the Portfolio to
segregate assets (as described above) equal to the exercise price. The
Portfolio 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
Portfolio. If the Portfolio holds a futures or forward contract, the
Portfolio could purchase a put option on the same futures or forward contract
with a strike price as high or higher than the price of the contract held.
The Portfolio 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
<PAGE>12
obligation. Asset coverage may be achieved by other means when consistent
with applicable regulatory policies.
Additional Information on Investment Practices
Foreign Investments. Investors should recognize that investing in
foreign companies involves certain risks, including those discussed below,
which are not typically associated with investing in U.S. issuers.
Foreign Currency Exchange. Since the International Equity Portfolio
will, and the Small Company Growth Portfolio may, be investing in securities
denominated in currencies other than the U.S. dollar, and since a Portfolio
may temporarily hold funds in bank deposits or other money market investments
denominated in foreign currencies, each Portfolio'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 a
Portfolio'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 by a Portfolio with respect to its
foreign investments. 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 United States and a particular foreign country,
including economic and political developments in other countries. Of
particular importance are rates of inflation, interest rate levels, the
balance of payments and the extent of government surpluses or deficits in the
United States and the particular foreign country, all of which are in turn
sensitive to the monetary, fiscal and trade policies pursued by the
governments of the United States and foreign countries important to
international trade and finance. 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 Portfolio 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.
See "Currency Transactions" and "Futures Transactions" above.
Information. The majority of the foreign securities held by a
Portfolio 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 not subject to uniform
financial
<PAGE>13
reporting standards, practices and requirements comparable to those applicable
to U.S. companies.
Political Instability. In addition, with respect to some foreign
countries, there is the possibility of expropriation or confiscatory taxation,
limitations on the removal of funds or other assets of the Portfolio,
political or social instability, or domestic developments which could affect
U.S. investments in those countries.
Delays. 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. Due to the
increased exposure of a Portfolio to market and foreign exchange fluctuations
brought about by such delays, and due to the corresponding negative impact on
a Portfolio's liquidity, the Portfolios will avoid investing in countries
which are known to experience settlement delays which may expose the
Portfolios to unreasonable risk of loss.
Increased Expenses. The operating expenses of the International
Equity Portfolio can be expected to be higher than that of an investment
company investing exclusively in U.S. securities, since the expenses of the
Portfolio, such as custodial costs, valuation costs and communication costs,
as well as the rate of the investment advisory fees, though similar to such
expenses of some other international funds, are higher than those costs
incurred by other investment companies.
General. In general, 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 Portfolio 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.
Japanese Investments (International Equity Portfolio). From time to
time depending on current market conditions, the Portfolio may invest a
significant portion of its assets in Japanese securities. Like any investor
in Japan, the Portfolio will be subject to general economic and political
conditions in the country. In addition to the considerations discussed above,
these include future political and economic developments, the possible
imposition of, or changes in, exchange controls or other Japanese governmental
laws or restrictions applicable to such investments, diplomatic developments,
political or social unrest and natural disasters.
The information set forth in this section has been extracted from
various governmental publications and other sources. The Trust makes no
representation as to the accuracy of the information, nor has the Trust
attempted to verify it. In some cases, current information is not presented
and may vary substantially from the
<PAGE>14
historical data shown. Furthermore, no representation is made that any
correlation exists between Japan or its economy in general and the performance
of the International Equity Portfolio.
Economic Background. Over the past 30 years Japan has experienced
significant economic development. During the era of high economic growth in
the 1960's and early 1970's the expansion was based on the development of
heavy industries such as steel and shipbuilding. In the 1970's Japan moved
into assembly industries which employ high levels of technology and consume
relatively low quantities of resources, and since then has become a major
producer of electrical and electronic products and automobiles. Moreover,
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. On January 17, 1995,
the Great Hanshin Earthquake severely damaged Kobe, Japan's largest container
port. The government has announced a $5.9 billion plan to repair the port and
estimated that damage to the region equals $120 billion. However, the long-
term economic effects of the earthquake on the Japanese economy as a whole and
on the Portfolio's investments cannot be predicted.
Japan is largely dependent upon foreign economies for raw materials.
For instance, almost all of its oil is imported, the majority from the Middle
East. Oil prices therefore have a major impact on the domestic economy, as is
evidenced by the current account deficits triggered by the two oil crises of
the 1970's. Oil prices have declined mainly due to a worldwide easing of
demand for crude oil. The stabilized price of oil contributed to Japan's
sizeable current account surplus and stability of wholesale and consumer
prices since 1981. While Japan is working to reduce its dependence on foreign
materials, its lack of natural resources poses a significant obstacle to this
effort.
International trade is important to Japan's economy, as exports
provide the means to pay for many of the raw materials it must import.
Japan's trade surplus has increased dramatically in recent years, exceeding
$100 billion per year since 1991 and reaching a record high of $145 billion in
1994. In 1995, however, the trade surplus decreased due to a drop in exports.
The reduced exports are due primarily to the strength of the yen and the
impact of threatened U.S. trade sanctions. Because of the concentration of
Japanese exports in highly visible products such as automobiles, machine tools
and semiconductors, and the large trade surpluses resulting therefrom, Japan
has entered a difficult phase in its relations with its trading partners,
particularly with respect to the United States, with whom the trade imbalance
is the greatest. The United States and Japan have engaged in "economic
framework" negotiations to help raise United States' share in Japanese markets
and reduce Japan's current account surplus but progress in the negotiations
has been hampered by recent political upheaval in Japan. On June 28, 1995,
the United States agreed not to impose trade sanctions in return for a modest
commitment by Japan to buy more American cars and auto parts. Any trade
sanctions imposed upon Japan by the United States as a result of the current
friction or otherwise could adversely impact Japan and the Portfolio's
investments there.
<PAGE>15
The following table sets forth the composition of Japan's trade
balance, as well as other components of its current account, for the years
shown.
CURRENT ACCOUNT
Trade
<TABLE>
<CAPTION>
Year Exports Imports Trade Balance Current Balance
---- ------- ------- ------------- ---------------
(U.S. dollars in millions)
<S> <C> <C> <C> <C>
1989 269,570 192,653 76,917 57,157
1990 280,374 216,846 63,528 35,761
1991 306,557 203,513 103,044 72,901
1992 330,850 198,502 132,348 117,551
1993 351,292 209,778 141,514 131,448
1994 384,176 283,232 145,944 129,140
</TABLE>
Source: Institute of Fiscal and Monetary Policy, Ministry of Finance of
Japan
Economic Trends. The following tables set forth Japan's gross
domestic product, wholesale price index and consumer price index for the years
shown.
GROSS DOMESTIC PRODUCT (GDP)
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
GDP (yen billions)
(Expenditures) 469,149 465,972 463,145 451,297 424,537 396,197
Change in GDP
from Preceding
Year
Nominal terms 0.7% 0.6% 2.6% 6.3% 7.2% 6.7%
Real Terms 0.5% -0.2% 1.1% 4.3% 4.8% 4.7%
</TABLE>
Source: Institute of Fiscal and Monetary Policy, Ministry of Finance of
Japan
<PAGE>16
WHOLESALE PRICE INDEX
<TABLE>
<CAPTION>
Change from
All Preceding
Year Commodities Year
---- ----------- ----------
(Base year: 1990)
<S> <C> <C>
1989 98.0 2.5
1990 100.0 2.0
1991 99.4 (0.6)
1992 97.8 (1.6)
1993 95.0 (2.9)
1994 93.0 (2.1)
</TABLE>
Source: Institute of Fiscal and Monetary Policy, Ministry of
Finance of Japan
CONSUMER PRICE INDEX
<TABLE>
<CAPTION>
Change from
Year General Preceding Year
---- ------- --------------
(Base Year: 1990)
<S> <C> <C>
1989 97.0 2.3
1990 100.0 3.1
1991 103.3 3.3
1992 105.0 1.6
1993 106.4 1.3
1994 107.1 0.7
</TABLE>
Source: Institute of Fiscal and Monetary Policy, Ministry of Finance of
Japan
Securities Markets. There are eight stock exchanges in Japan. Of
these, the Tokyo Stock Exchange is by far the largest, followed by the Osaka
Stock Exchange and the Nagoya Stock Exchange. These exchanges divide the
market for domestic stocks into two sections, with newly listed companies and
smaller companies assigned to the Second Section and larger companies assigned
to the First Section.
<PAGE>17
The following table sets forth the number of Japanese companies
listed on the three major Japanese stock exchanges as of the end of 1994.
<TABLE>
<CAPTION>
NUMBER OF LISTED DOMESTIC COMPANIES
Tokyo Osaka Nagoya
---------------------------- ------------------------ ------------------------
1st 2nd 1st 2nd 1st 2nd
Sec. Sec. Sec. Sec. Sec. Sec.
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
1,235 454 855 344 431 129
</TABLE>
Source: Tokyo Stock Exchange, Fact Book 1995
The following table sets forth the trading volume and value of
Japanese stocks on the eight Japanese stock exchanges for the years shown.
STOCK TRADING VOLUME & VALUE ON ALL STOCK EXCHANGES
(shares in millions; yen in billions)
<TABLE>
<CAPTION>
Year Volume Value
---- ------ -----
<S> <C> <C>
1989 . . . . . . . . . . . . . . . . . . . . 256,296 386,395
1990 . . . . . . . . . . . . . . . . . . . . 145,837 231,837
1991 . . . . . . . . . . . . . . . . . . . . 107,844 134,160
1992 . . . . . . . . . . . . . . . . . . . . 82,563 80,456
1993 . . . . . . . . . . . . . . . . . . . . 101,173 106,123
1994 . . . . . . . . . . . . . . . . . . . . 105,937 114,622
</TABLE>
Source: Tokyo Stock Exchange, Fact Book 1995; Tokyo Stock Exchange New York
Securities Indexes. The Tokyo Stock Price Index ("TOPIX") is a
composite index of all common stocks listed on the First Section of the Tokyo
Stock Exchange. TOPIX reflects the change in the aggregate market value of
the common stocks as compared to the aggregate market value of those stocks as
of the close on January 4, 1968.
The following table sets forth the high, low and year-end TOPIX for
the years shown.
<PAGE>18
TOPIX
(January 4, 1968=100)
<TABLE>
<CAPTION>
Year Year-end High Low
---- -------- ---- ---
<S> <C> <C> <C>
1989 2,881.37 2,884.80 2,364.33
1990 1,733.83 2,867.70 1,523.43
1991 1,714.68 2,028.85 1,638.06
1992 1,307.66 1,763.43 1,102.50
1993 1,439.31 1,698.67 1,250.06
1994 1,559.09 1,712.73 1,445.97
</TABLE>
Source: Tokyo Stock Exchange, Fact Book 1995
U.S. Government Securities. Each Portfolio may invest in debt
obligations of varying maturities issued or guaranteed by the United States
government, its agencies or instrumentalities ("U.S. government securities").
Direct obligations of the U.S. Treasury include a variety of securities that
differ in their interest rates, maturities and dates of issuance. U.S.
government securities also include securities issued or guaranteed by the
Federal Housing Administration, Farmers Home Loan Administration,
Export-Import Bank of the United States, Small Business Administration,
Government National Mortgage Association, General Services Administration,
Central Bank for Cooperatives, Federal Farm Credit Banks, Federal Home Loan
Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate Credit
Banks, Federal Land Banks, Federal National Mortgage Association, Maritime
Administration, Tennessee Valley Authority, District of Columbia Armory Board
and Student Loan Marketing Association. Each Portfolio may also invest in
instruments that are supported by the right of the issuer to borrow from the
U.S. Treasury and instruments that are supported by the credit of the
instrumentality. Because the U.S. government is not obligated by law to
provide support to an instrumentality it sponsors, a Portfolio will invest in
obligations issued by such an instrumentality only if Warburg determines that
the credit risk with respect to the instrumentality does not make its
securities unsuitable for investment by the Portfolio.
Securities of Other Investment Companies. Each Portfolio may invest in
securities of other investment companies to the extent permitted under the
Investment Company Act of 1940, as amended (the "1940 Act"). Presently, under
the 1940 Act, a Portfolio 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 Portfolio's total
assets and (iii) when added to all other investment company securities held by
the Portfolio, do not exceed 10% of the value of the Portfolio's total assets.
Lending of Portfolio Securities. A Portfolio may lend portfolio
securities to brokers, dealers and other financial organizations that meet
capital and other credit requirements or other criteria established by the
Trust's Board of Trustees (the "Board"). These loans, if and when made, may
not exceed 20% of the Portfolio's total assets taken at value. A Portfolio
will not lend portfolio securities to affiliates of Warburg unless it has
applied for and
<PAGE>19
received specific authority to do so from the SEC. Loans of portfolio
securities will be collateralized by cash, letters of credit or U.S.
government 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 Portfolio involved. From
time to time, a Portfolio 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 Portfolio and that is acting as a
"finder."
By lending its securities, the Portfolio 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. Although
the generation of income is not an investment objective of the Portfolios,
income received could be used to pay a Portfolio's expenses and would increase
its total return. Each Portfolio will adhere to the following conditions
whenever its portfolio securities are loaned: (i) the Portfolio 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 Portfolio must be able to terminate the
loan at any time; (iv) the Portfolio 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 Portfolio may pay only
reasonable custodian fees in connection with the loan; and (vi) voting rights
on the loaned securities may pass to the borrower, provided, however, that if
a material event adversely affecting the investment occurs, the Board must
terminate the loan and regain the right to vote the securities. Loan
agreements involve certain risks in the event of default or insolvency of the
other party including possible delays or restrictions upon the Portfolio's
ability to recover the loaned securities or dispose of the collateral for the
loan.
When-Issued Securities and Delayed-Delivery Transactions. Each
Portfolio 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). When-issued transactions normally settle within 30-45 days.
A Portfolio will enter into a when-issued transaction for the purpose of
acquiring portfolio securities and not for the purpose of leverage, but may
sell the securities before the settlement date if Warburg deems it
advantageous to do so. The payment obligation and the interest rate that will
be received on when-issued 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 a Portfolio agrees to purchase when-issued or delayed-delivery
securities, its custodian will set aside cash, U.S. government securities or
other liquid high-grade debt
<PAGE>20
obligations or other 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 the Portfolio
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 Portfolio's commitment. It may be expected that the Portfolio'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 the Portfolio 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 the Portfolio's incurring a loss or missing an opportunity
to obtain a price considered to be advantageous.
American, European and Continental Depositary Receipts. The assets of a
Portfolio may be invested in the securities of foreign issuers in the form of
American Depositary Receipts ("ADRs") and European Depositary Receipts
("EDRs"). 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 typically by non-U.S. banks and trust companies
that evidence ownership of either foreign or domestic securities. Generally,
ADRs in registered form are designed for use in U.S. securities markets and
EDRs and CDRs in bearer form are designed for use in European securities
markets.
Short Sales "Against the Box." In a short sale, a Portfolio 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 Portfolio may engage in a short sale if at the time of the
short sale the Portfolio 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." If the Portfolio
engages in a short sale, the collateral for the short position will be
maintained by the Portfolio's custodian or qualified sub-custodian. While the
short sale is open, the Portfolio will maintain in a segregated account an
amount of securities equal in kind and amount to the securities sold short or
securities convertible into or exchangeable for such equivalent securities.
These securities constitute the Portfolio's long position. Not more than 10%
of a Portfolio's net assets (taken at current value) may be held as collateral
for such short sales at any one time.
The Portfolios do not intend to engage in short sales against the box
for investment purposes. A Portfolio 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 Portfolio (or a security
convertible or exchangeable for such security), or when a Portfolio wants to
sell the security at an attractive current price, but also wishes to defer
recognition of gain or loss for U.S. federal income tax purposes and for
purposes of satisfying certain tests
<PAGE>21
applicable to regulated investment companies under the Code. In such case,
any future losses in the Portfolio'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 Portfolio owns. There will be certain additional
transaction costs associated with short sales against the box, but the
Portfolio will endeavor to offset these costs with the income from the
investment of the cash proceeds of short sales.
Warrants. Each Portfolio may invest up to 5% of net assets in warrants,
provided that not more than 2% of net assets may be invested in warrants not
listed on a recognized U.S. or foreign stock exchange. Because a warrant does
not carry with it the right to dividends or voting rights with respect to the
securities which it entitles a holder to purchase, and because it does not
represent any rights in the assets of the issuer, warrants may be considered
more speculative than certain other types of investments. Also, the value of
a warrant does not necessarily change with the value of the underlying
securities and a warrant ceases to have value if it is not exercised prior to
its expiration date.
Non-Publicly Traded and Illiquid Securities. A Portfolio may not invest
more than 15% of its net assets in illiquid securities, including securities
that are illiquid by virtue of the absence of a readily available market,
repurchase agreements which have a maturity of longer than seven days and time
deposits maturing in more than seven days. Securities that have legal or
contractual restrictions on resale but have a readily available market are not
considered illiquid for purposes of this limitation. Repurchase agreements
subject to demand are deemed to have a maturity equal to the notice period.
Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), securities which are otherwise not readily marketable and repurchase
agreements having a maturity of longer than seven days. Securities which have
not been registered under the Securities Act are referred to as private
placements or restricted securities and are purchased directly from the issuer
or in the secondary market. Mutual funds do not typically hold a significant
amount of these restricted or other illiquid securities because of the
potential for delays on resale and uncertainty in valuation. 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 mutual fund might also
have to register such restricted securities in order to dispose of them
resulting in additional expense and delay. Adverse market conditions could
impede such a public offering of securities.
In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on
an efficient institutional market in which the unregistered
<PAGE>22
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. Warburg
anticipates that the market for certain restricted securities such as
institutional commercial paper will expand further as a result of this
regulation and use of automated systems for the trading, clearance and
settlement of unregistered securities of domestic and foreign issuers, such as
the PORTAL System sponsored by the National Association of Securities Dealers,
Inc.
Warburg will monitor the liquidity of restricted securities in a
Portfolio under the supervision of the Board. In reaching liquidity
decisions, Warburg 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).
Borrowing. Each Portfolio 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. Investments
(including roll-overs) will not be made when borrowings exceed 5% of the
Portfolio's net assets. Although the principal of such borrowings will be
fixed, the Portfolio's assets may change in value during the time the
borrowing is outstanding. Each Portfolio 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.
Special Situation Companies (Small Company Growth Portfolio). The
Portfolio's investments involves 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 accounting standards, illiquidity of securities and markets,
higher brokerage commissions and fees and greater market risk in general.
The Portfolio may invest in the securities of "special situation
companies" 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, would
improve the value of the company's stock. If the actual or prospective
situation does not
<PAGE>23
materialize as anticipated, the market price of the securities of a "special
situation company" may decline significantly. The Portfolio believes,
however, that if Warburg analyzes "special situation companies" carefully and
invests in the securities of these companies at the appropriate time, the
Portfolio may achieve capital growth. There can be no assurance, however,
that a special situation that exists at the time the Portfolio makes its
investment will be consummated under the terms and within the time period
contemplated.
Non-Diversified Status (Small Company Growth Portfolio). The Small
Company Growth Portfolio is classified as non-diversified within the meaning
of the 1940 Act, which means that it is not limited by such Act in the
proportion of its assets that it may invest in securities of a single issuer.
The Portfolio's investments will be limited, however, in order to qualify as a
"regulated investment company" for purposes of the Code. See "Additional
Information Concerning Taxes." To qualify, the Portfolio 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 Portfolio will not own more than 10% of
the outstanding voting securities of a single issuer.
Other Investment Limitations
The investment limitations numbered 1 through 10 may not be changed
without the affirmative vote of the holders of a majority of a Portfolio's
outstanding shares. 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 Portfolio are present or represented by proxy, or
(ii) more than 50% of the outstanding shares. Investment limitations 11
through 17 may be changed by a vote of the Board at any time.
A Portfolio may not:
1. Borrow money except that the Portfolio 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 Portfolio may not exceed 30% of the value of the
Portfolio'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 Portfolio's total assets at the time of purchase to be invested in the
securities of issuers
<PAGE>24
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. For the International Equity Portfolio only, purchase the securities
of any issuer, if as a result more than 5% of the value of the Portfolio'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 Portfolio's total assets may be invested
without regard to this 5% limitation.
4. Make loans, except that the Portfolio 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 Portfolio'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 Portfolio 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. Make short sales of securities or maintain a short position, except
that the Portfolio may maintain short positions in forward currency contracts,
options, futures contracts and options on futures contracts and make short
sales "against the box".
8. Purchase securities on margin, except that the Portfolio 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. Invest in commodities, except that the Portfolio may purchase and
sell futures contracts, including those relating to securities, currencies and
indexes, and options on futures contracts, securities, currencies or indexes,
and purchase and sell currencies on a forward commitment or delayed-delivery
basis.
10. Issue any senior security except as permitted in these investment
limitations.
11. 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.
<PAGE>25
12. 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.
13. Invest more than 15% of the Portfolio'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.
14. Purchase any security if as a result the Portfolio would then have
more than 5% of its total assets invested in securities of companies
(including predecessors) that have been in continuous operation for fewer than
three years.
15. Purchase or retain securities of any company if, to the knowledge
of the Trust, any of the Portfolio's officers or Trustees or any officer or
director of Warburg individually owns more than 1/2 of 1% of the outstanding
securities of such company and together they own beneficially more than 5% of
the securities.
16. Invest in warrants (other than warrants acquired by the Portfolio
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
5% of the value of the Portfolio's net assets.
17. Make additional investments (including roll-overs) if the
Portfolio's borrowings exceed 5% of its net assets.
General. Certain other non-fundamental investment limitations are
currently required by one or more states in which shares of the Portfolios are
sold. These may be more restrictive than the limitations set forth above.
Should a Portfolio determine that any such commitment is no longer in the best
interest of the Portfolio and its shareholders, the Portfolio will revoke the
commitment by terminating the sale of Portfolio shares in the state involved.
In addition, the relevant state may change or eliminate its policy regarding
such investment limitations. If a percentage restriction 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 Portfolio's assets will not constitute a violation of such
restriction.
Portfolio Valuation
The Prospectus discusses the time at which the net asset value of each
Portfolio is determined for purposes of sales and redemptions. The following
is a description of the procedures used by each Portfolio in valuing its
assets.
<PAGE>26
Securities listed on a U.S. securities exchange (including securities
traded through the NASDAQ National Market System) or foreign securities
exchange or traded in an over-the-counter market will be valued at the most
recent sale as of the time the valuation is made or, in the absence of sales,
at the mean between the bid and asked quotations. If there are no such
quotations, the value of the securities will be taken to be the highest bid
quotation on the exchange or market. Options or futures contracts will be
valued similarly. A security which is listed or traded on more than one
exchange is valued at the quotation on the exchange determined to be the
primary market for such security. 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 debt
obligations with 60 days or less remaining to maturity. In determining the
market value of portfolio investments, the Portfolio may employ outside
organizations (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 the Trust under the general
supervision and responsibility of the Board, which may replace a Pricing
Service at any time. Securities, options and futures contracts for which
market quotations are not available and certain other assets of the Portfolio
will be valued at their fair value as determined in good faith pursuant to
consistently applied procedures established by the Board. In addition, the
Board or its delegates may value a security at fair value if it determines
that such security's value determined by the methodology set forth above does
not reflect its fair value.
Trading in securities in certain foreign countries is completed at
various times prior to the close of business on each business day in New York
(i.e., a day on which the NYSE is open for trading). 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 the Portfolio's net asset value is not calculated. As a result,
calculation of the Portfolio's net asset value may not take place
contemporaneously with the determination of the prices of certain 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 Portfolios'
calculation of net asset value, in which case an adjustment may be made by the
Board or its delegates. 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. 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.
<PAGE>27
Portfolio Transactions
Warburg is responsible for establishing, reviewing and, where necessary,
modifying each Portfolio'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 over-the-counter,
depending on where it appears that the best price or execution will be
obtained. The purchase price paid by a Portfolio 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. There is generally no stated commission in the case of
securities traded in domestic or foreign over-the-counter markets, but the
price of securities traded in over-the-counter 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.
Warburg will select specific portfolio investments and effect
transactions for each Portfolio and in doing so seeks to obtain the overall
best execution of portfolio transactions. In evaluating prices and
executions, Warburg will consider the factors it deems relevant, which may
include the breadth of the market in the security, the price of the security,
the financial condition and execution capability of a broker or dealer and the
reasonableness of the commission, if any, for the specific transaction and on
a continuing basis. Warburg may, in its discretion, effect transactions in
portfolio securities with dealers who provide brokerage and research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act of
1934) to a Portfolio and/or other accounts over which Warburg exercises
investment discretion. Warburg may place portfolio transactions with a broker
or dealer with whom it has negotiated a commission that is in excess of the
commission another broker or dealer would have charged for effecting the
transaction if Warburg determines in good faith that such amount of commission
was reasonable in relation to the value of such brokerage and research
services provided by such broker or dealer viewed in terms of either that
particular transaction or of the overall responsibilities of Warburg.
Research and other services received may be useful to Warburg in serving both
the Portfolios and its other clients and, conversely, research or other
services obtained by the placement of business of other clients may be useful
to Warburg in carrying out its obligations to the Portfolios. Research may
include furnishing advice, either directly or through publications or
writings, as to the value of securities, the advisability of purchasing or
selling specific securities and the availability of securities or purchasers
or sellers of securities; furnishing seminars, information, analyses and
reports concerning issuers, industries, securities, trading markets
<PAGE>28
and methods, legislative developments, changes in accounting practices,
economic factors and trends and portfolio strategy; access to research
analysts, corporate management personnel, industry experts, economists and
government officials; comparative performance evaluation and technical
measurement services and quotation services; and products and other services
(such as third party publications, reports and analyses, and computer and
electronic access, equipment, software, information and accessories that
deliver, process or otherwise utilize information, including the research
described above) that assist Warburg in carrying out its responsibilities.
For the fiscal period ended December 31, 1995, $6,172 and $16,561 of
total brokerage commissions was paid to brokers and dealers by the
International Equity Portfolio and the Small Company Growth Portfolio,
respectively, who provided such research and other services.
Research received from brokers
or dealers is supplemental to Warburg's own research program. The fees to
Warburg under its advisory agreements with the Trust are not reduced by reason
of its receiving any brokerage and research services.
During the fiscal period ended December 31, 1995, the Trust, on behalf
of the International Equity Portfolio and Small Company Growth Portfolio, paid
an aggregate of approximately $224,678 and $94,028, respectively, in
commissions to broker-dealers for execution of portfolio transactions. As of
December 31, 1995, the International Equity Portfolio and Small Company Growth
Portfolio each had outstanding a repurchase agreement in the amount of
$4,060,000 and $5,775,000, respectively, with State Street Boston Securities,
one of each Portfolio's regular broker-dealers and an affiliate of its
transfer agent.
Investment decisions for each Portfolio concerning specific portfolio
securities are made independently from those for other clients advised by
Warburg. Such other investment clients may invest in the same securities as a
Portfolio. When purchases or sales of the same security are made at
substantially the same time on behalf of such other clients, transactions are
averaged as to price and available investments allocated as to amount, in a
manner which Warburg believes to be equitable to each client, including the
Portfolios. In some instances, this investment procedure may adversely affect
the price paid or received by a Portfolio or the size of the position obtained
or sold for a Portfolio. To the extent permitted by law, Warburg may
aggregate the securities to be sold or purchased for a Portfolio with those to
be sold or purchased for such other investment clients in order to obtain best
execution.
Any portfolio transaction for a Portfolio may be executed through
Counsellors Securities Inc., the Trust's distributor ("Counsellors
Securities"), if, in Warburg's judgment, the use of Counsellors Securities is
likely to result in price and execution at least as favorable as those of
other qualified brokers, and if, in the transaction, Counsellors Securities
charges the Portfolio a commission rate consistent with those charged by
Counsellors Securities to comparable unaffiliated customers in similar
transactions. All transactions with affiliated brokers will comply with Rule
17e-1 under the 1940 Act. In no instance will portfolio securities be
purchased from or sold to Warburg or Counsellors Securities or any affiliated
person of such companies.
Transactions for the Portfolios may be effected on foreign securities
exchanges. In transactions for securities not actively traded on a foreign
securities exchange, the Portfolios will deal directly with the dealers who
make a market in the securities involved, except in
<PAGE>29
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.
Each Portfolio may participate, if and when practicable, in bidding for
the purchase of securities for the Portfolio's portfolio directly from an
issuer in order to take advantage of the lower purchase price available to
members of such a group. A Portfolio will engage in this practice, however,
only when Warburg, in its sole discretion, believes such practice to be
otherwise in the Portfolio's interest.
Portfolio Turnover
The Portfolios do not intend to seek profits through short-term trading,
but the rate of turnover will not be a limiting factor when a Portfolio deems
it desirable to sell or purchase securities. A Portfolio'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 Portfolio 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. The Small Company Growth Portfolio's
investment in special situation companies could result in high portfolio
turnover. To the extent that its portfolio is traded for the short-term, the
Portfolio 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. Consequently, the annual portfolio
turnover rate of the Small Company Growth Portfolio may be higher than mutual
funds having a similar objective that do not invest in special situation
companies.
MANAGEMENT OF THE TRUST
Officers and Board of Trustees
The names (and ages) of the Trust's Trustees and officers, their
addresses, present positions and principal occupations during the past five
years and other affiliations are set forth below.
<PAGE>30
Richard N. Cooper (61) . . . . Trustee
Room 7E47OHB Professor at Harvard University;
Central Intelligence Agency Director or Trustee of Circuit
930 Dolly Madison Blvd. City Stores, Inc. (retail electronics and
McClain, Virginia 22107 appliances) and Phoenix Home Life Insurance
Co.
Donald J. Donahue (71) . . . . Trustee
99 Indian Field Road Chairman of Magma Copper Company since
Greenwich, Connecticut 06830 January 1987; Director or Trustee of GEV
Corporation and Signet Star Reinsurance
Company; Chairman and Director of NAC Holdings
from September 1990-June 1993.
Jack W. Fritz (68) . . . . . . Trustee
2425 North Fish Creek Road Private investor; Consultant
P.O. Box 483 and Director of Fritz Broadcasting, Inc. and
Wilson, Wyoming 83014 Fritz Communications (developers and operators
of radio stations); Director of Advo, Inc.
(direct mail advertising).
John L. Furth* (65) . . . . . . Chairman of the Board and Trustee
466 Lexington Avenue Vice Chairman and Director of EMW;
New York, New York 10017-3147 Associated with E.M. Warburg, Pincus & Co.,
Inc. ("EMW") since 1970; Officer of other
investment companies advised by Warburg.
Thomas A. Melfe (63) . . . . . Trustee
30 Rockefeller Plaza Partner in the law firm of
New York, New York 10112 Donovan Leisure Newton & Irvine; Director of
Municipal Fund for New York Investors, Inc.
Arnold M. Reichman* (47) . . . Trustee and President
466 Lexington Avenue Managing Director and Assistant
New York, New York 10017-3147 Secretary of EMW; Associated with EMW *since
1984; Senior Vice President, Secretary and
Chief Operating Officer of Counsellors
Securities; Officer of other investment
companies advised by Warburg.
- ------------------------
* Indicates a Trustee who is an "interested person" of the Trust as
defined in the 1940 Act.
<PAGE>31
Alexander B. Trowbridge (66). . Trustee
1317 F Street, N.W. President of Trowbridge Partners, Inc.
Suite 500 (business consulting) from January 1990-
Washington, DC 20004 January 1994; President of the National
Association of Manufacturers from 1980-1990;
Director or Trustee of New England Mutual Life
Insurance Co., ICOS Corporation
(biopharmaceuticals), P.H.H. Corporation
(fleet auto management; housing and plant
relocation service), WMX Technologies Inc.
(solid and hazardous waste collection and
disposal), The Rouse Company (real estate
development), SunResorts International Ltd.
(hotel and real estate management), Harris
Corp. (electronics and communications
equipment), The Gillette Co. (personal care
products) and Sun Company Inc. (petroleum
refining and marketing).
Eugene L. Podsiadlo (38) . . . Senior Vice President
466 Lexington Avenue Managing Director of EMW; Associated with
New York, New York 10017-3147 EMW since 1991; Vice President of Citibank,
N.A. from 1987-1991; Senior Vice President of
Counsellors Securities and other investment
companies advised by Warburg.
Stephen Distler (42) . . . . . Vice President and Chief Financial Officer
466 Lexington Avenue Managing Director, Controller and Assistant
New York, New York 10017-3147 Secretary of EMW; Associated with EMW since
1984; Treasurer of Counsellors Securities;
Vice President, Treasurer and Chief Accounting
Officer or Vice President and Chief Financial
Officer of other investment companies advised
by Warburg.
Eugene P. Grace (44) . . . . . Vice President and Secretary
466 Lexington Avenue Associated with EMW since April 1994;
New York, New York 10017-3147 Attorney-at-law from September 1989-April
1994; life insurance agent, New York Life
Insurance Company from 1993-1994; General
Counsel and Secretary, Home Unity Savings Bank
from 1991-1992; Vice President and Chief
Compliance Officer of Counsellors Securities;
Vice President and Secretary of
<PAGE>32
other investment companies advised by Warburg.
Howard Conroy (42) . . . . . . Vice President, Treasurer and Chief
466 Lexington Avenue Accounting Officer
New York, New York 10017-3147 Associated with EMW since 1992; Associated
with Martin Geller, C.P.A. from 1990-1992;
Vice President, Finance with Gabelli/Rosenthal
& Partners, L.P. until 1990; Vice President,
Treasurer and Chief Accounting Officer of
other investment companies advised by Warburg.
Karen Amato (32) . . . . . . . Assistant Secretary
466 Lexington Avenue Associated with EMW since 1987; Assistant
New York, New York 10017-3147 Secretary of other investment companies
advised by Warburg.
No employee of Warburg or PFPC Inc., the Trust's co-administrator
("PFPC"), or any of their affiliates receives any compensation from the Trust
for acting as an officer or Trustee of the Trust. Each Trustee who is not a
director, trustee, officer or employee of Warburg, PFPC or any of their
affiliates receives an annual fee of $500 and $250 for each meeting of the
Board attended by him for his services as Trustee and is reimbursed for
expenses incurred in connection with his attendance at Board meetings.
<PAGE>33
Trustees' Compensation
(estimated for the fiscal year ended December 31, 1996)+
<TABLE>
<CAPTION>
Total Total Compensation from
Compensation from all Investment Companies
Name of Director Trust Managed by Warburg*
---------------- ----------------- ------------------------
<S> <C> <C>
John L. Furth None** None**
Arnold M. Reichman None** None**
Richard N. Cooper $1,500 $42,500
Donald J. Donahue $1,500 $42,500
Jack W. Fritz $1,500 $42,500
Thomas A. Melfe $1,500 $42,500
Alexander B. Trowbridge $1,500 $42,500
</TABLE>
__________________________
+ Estimates of future payments to be made pursuant to existing
arrangements.
* Each Trustee also serves as a Director or Trustee of 20 other investment
companies advised by Warburg.
** Mr. Furth and Mr. Reichman are considered to be interested persons of the
Trust and Warburg, as defined under Section 2(a)(19) of the 1940 Act,
and, accordingly, receive no compensation from the Trust or any other
investment company managed by Warburg.
As of January 31, 1996, no Trustees or officers of the Trust owned
any of the outstanding shares of the Portfolios.
Portfolio Managers
International Equity Portfolio. Mr. Richard H. King, portfolio
manager of the International Equity Portfolio, earned a B.A. degree from
Durham University in England. Mr. King is also portfolio manager of Warburg
Pincus International Equity Fund and the International Equity Portfolio of
Warburg Pincus Institutional Fund, Inc. and a co-portfolio manager of Warburg
Pincus Emerging Markets Fund and Warburg Pincus Japan OTC Fund. From 1968 to
1982, he worked at W.I. Carr Sons & Company (Overseas), a leading
international brokerage firm. He resided in the Far East as an investment
analyst from 1970 to 1977, became director, and later relocated to the U.S.
where he became founder and president of W.I. Carr (America), based in New
York. From 1982 to 1984 Mr. King was a director in charge of the Far East
equity investments at N.M. Rothschild International Asset
<PAGE>34
Management, a London merchant bank. In 1984 Mr. King became chief investment
officer and director for all international investment strategy with Fiduciary
Trust Company International S.A., in London. He managed an EAFE mutual fund
(FTIT) 1985-1986 which grew from $3 million to over $100 million during this
two-year period.
Mr. Nicholas P.W. Horsley, associate portfolio manager and research
analyst of the International Equity Portfolio, is also a co-portfolio manager
of Warburg Pincus Emerging Markets Fund and Warburg Pincus Japan OTC Fund and
an associate portfolio manager and research analyst of Warburg Pincus
International Equity Fund and the International Equity Portfolio of Warburg
Pincus Institutional Fund, Inc. From 1981 to 1984 Mr. Horsley was a
securities analyst at Barclays Merchant Bank in London, UK and Johannesburg,
RSA. From 1984 to 1986 he was a senior analyst with BZW Investment Management
in London. From 1986 to 1993 he was a director, portfolio manager and analyst
at Barclays deZoete Wedd in New York City. Mr. Horsley earned B.A. and M.A.
degrees with honors from University College, Oxford.
Mr. P. Nicholas Edwards, associate portfolio manager and research
analyst of the International Equity Portfolio, is also portfolio manager of
Warburg Pincus Japan Growth Fund and a co-portfolio manager and research
analyst of Warburg Pincus International Equity Fund and an associate portfolio
manager and research analyst of the International Equity Portfolio of Warburg
Pincus Institutional Fund, Inc. Prior to joining Warburg in August 1995, Mr.
Edwards was a director at Jardine Fleming Investment Advisers, Tokyo. He was
a vice president of Robert Fleming Inc. in New York City from 1988 to 1991.
Mr. Edwards earned M.A. degrees from Oxford University and Hiroshima
University in Japan.
Mr. Harold W. Ehrlich, associate portfolio manager and research
analyst of the International Equity Portfolio, is also an associate portfolio
manager and research analyst of Warburg Pincus Emerging Markets Fund, Warburg
Pincus International Equity Fund and the International Equity Portfolio of
Warburg Pincus Institutional Fund, Inc. Prior to joining Warburg, 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 University of Florida and
earned his Chartered Financial Analyst designation in 1990.
Mr. Vincent J. McBride, associate portfolio manager and research
analyst of the International Equity Portfolio, is also an associate portfolio
manager and research analyst of Warburg Pincus Emerging Markets Fund, Warburg
Pincus International Equity Fund and the International Equity Portfolio of
Warburg Pincus Institutional Fund, Inc. Prior to joining Warburg in 1994, Mr.
McBride was an international equity analyst at Smith Barney Inc. from 1993 to
1994 and at General Electric Investment Corporation from 1992 to 1993. He was
also a portfolio manager/analyst at United Jersey Bank from 1989 to 1992 and a
<PAGE>35
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.
Small Company Growth Portfolio. Ms. Elizabeth B. Dater, co-
portfolio manager of the Small Company Growth Portfolio is also co-portfolio
manager of Warburg Pincus Emerging Growth Fund, manages a post-venture capital
fund and is the former director of research for Warburg's investment
management activities. Prior to joining Warburg in 1978, she was a vice
president of Research at Fiduciary Trust Company of New York and an
institutional sales assistant at Lehman Brothers. Ms. Dater has been a
regular panelist on Maryland Public Television's "Wall Street Week" since
1976. Ms. Dater earned a B.A. degree from Boston University in Massachusetts.
Mr. Stephen J. Lurito, co-portfolio manager of the Small Company
Growth Portfolio, is also co-portfolio manager of Warburg, Pincus Emerging
Growth Fund. Mr. Lurito, also the research coordinator and a portfolio
manager for micro-cap equity and post-venture products, has been with Warburg
since 1987. Prior to that he was a research analyst at Sanford C. Bernstein &
Company, Inc. Mr. Lurito earned a B.A. degree from the University of Virginia
and a M.B.A. from the University of Pennsylvania.
Investment Adviser and Co-Administrators
Warburg serves as investment adviser to each Portfolio, Counsellors
Funds Service, Inc. ("Counsellors Service") serves as a co-administrator to
the Trust and PFPC serves as a co-administrator to the Trust pursuant to
separate written agreements (the "Advisory Agreements," the "Counsellors
Service Co-Administration Agreements" and the "PFPC Co-Administration
Agreements," respectively). The services provided by, and the fees payable by
the Trust to, Warburg under the Advisory Agreements, Counsellors Service under
the Counsellors Service Co-Administration Agreements and PFPC under the PFPC
Co-Administration Agreements are described in the Prospectus.
During the fiscal period ended December 31, 1996, Warburg earned
$120,130 and $218,618 in investment advisory fees with respect to the
International Equity Portfolio and Small Company Growth Portfolio,
respectively. Warburg voluntarily waived $47,206 and $47,601, respectively,
of such fees and reimbursed $39,973 and $8,512, respectively, in expenses.
Counsellors Service earned $12,013 and $24,291 in co-administration fees with
respect to the International Equity Portfolio and Small Company Growth
Portfolio, respectively. PFPC received $14,416 and $24,291 in co-
administration fees with respect to the International Equity Portfolio and
Small Company Growth Portfolio, respectively, and voluntarily waived $5,665
and $5,289 of such fees, respectively.
<PAGE>36
Custodian and Transfer Agent
PNC Bank, National Association ("PNC") and State Street Bank and
Trust Company ("State Street") serve as custodians of each Portfolio's U.S.
and foreign assets, respectively, pursuant to separate custodian agreements
(the "Custodian Agreements"). Under the Custodian Agreements, PNC and State
Street each (i) maintains a separate account or accounts in the name of each
Portfolio, (ii) holds and transfers portfolio securities on account of each
Portfolio, (iii) makes receipts and disbursements of money on behalf of each
Portfolio, (iv) collects and receives all income and other payments and
distributions on account of each Portfolio's portfolio securities held by it
and (v) makes periodic reports to the Board concerning the Trust's custodial
arrangements. PNC may delegate its duties under its Custodian Agreement with
the Trust to a wholly owned direct or indirect subsidiary of PNC or PNC Bank
Corp. upon notice to the Trust 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
depositaries as sub-custodian on behalf of the Portfolios; State Street is not
relieved of any responsibility or liability to the Trust on account of any
actions or omissions of any such sub-custodian. PNC is an indirect, wholly
owned subsidiary of PNC Bank Corp., and its principal business address is
Broad and Chestnut Streets, Philadelphia, Pennsylvania 19101. The principal
business address of State Street is 225 Franklin Street, Boston, Massachusetts
02110.
State Street also serves as the shareholder servicing, transfer and
dividend disbursing agent of the Trust pursuant to a Transfer Agency and
Service Agreement, under which State Street (i) issues and redeems shares of
each Portfolio, (ii) addresses and mails all communications by the Trust to
record owners of Portfolio 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 Trust. State Street has delegated to Boston
Financial Data Services, Inc., a 50% owned subsidiary ("BFDS"), responsibility
for most shareholder servicing functions. BFDS's principal business address
is 2 Heritage Drive, Boston, Massachusetts 02171.
Organization of the Trust
The Trust was organized as an unincorporated Massachusetts business
trust under the name "Warburg, Pincus Trust."
Massachusetts law provides that shareholders could, under certain
circumstances, be held personally liable for the obligations of a Portfolio.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given
in each agreement, obligation or instrument entered into or executed by the
Trust or a Trustee. The Declaration of Trust provides for indemnification
from a Portfolio's property for all losses and expenses of any shareholder
<PAGE>37
held personally liable for the obligations of the Trust. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which the relevant Portfolio would be unable to
meet its obligations, a possibility that Warburg believes is remote and
immaterial. Upon payment of any liability incurred by the Trust, the
shareholder paying the liability will be entitled to reimbursement from the
general assets of the relevant Portfolio. The Trustees intend to conduct the
operations of the Trust in such a way so as to avoid, as far as possible,
ultimate liability of the shareholders for liabilities of the Trust.
All shareholders of a Portfolio, upon liquidation, will participate
ratably in the Portfolio'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 Trustees can elect all Trustees. Shares are transferable but have
no preemptive, conversion or subscription rights.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
As described in the Prospectus, shares of the Portfolios may not be
purchased or redeemed by individual investors directly may be purchased or
redeemed only through Variable Contracts offered by separate accounts of
Participating Insurance Companies and through Plans, including participant-
directed Plans which elect to make a Portfolio an investment option for Plan
participants. The offering price of each Portfolio's shares is equal to its
per share net asset value. Additional information on how to purchase and
redeem a Portfolio's shares and how such shares are priced is included in the
Prospectus under "Net Asset Value."
Under the 1940 Act, a Portfolio 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 Portfolio may also suspend or
postpone the recordation of an exchange of its shares upon the occurrence of
any of the foregoing conditions.)
If the Board determines that conditions exist which make payment of
redemption proceeds wholly in cash unwise or undesirable, a Portfolio may make
payment wholly or partly in securities or other investment instruments which
may not constitute securities as such term is defined in the applicable
securities laws. If a redemption is paid wholly or partly in securities or
other property, a shareholder would incur transaction costs in disposing of
the redemption proceeds. The Trust intends to comply with Rule 18f-1
promulgated under the 1940 Act with respect to redemptions in kind.
<PAGE>38
ADDITIONAL INFORMATION CONCERNING TAXES
The discussion set out below of tax considerations generally
affecting the Trust and its shareholders is intended to be only a summary and
is not intended as a substitute for careful tax planning by prospective
shareholders. Shareholders are advised to consult the sponsoring
Participating Insurance Company separate account prospectus or the Plan
documents or other informational materials supplied by Plan sponsors and their
own tax advisers with respect to the particular tax consequences to them of an
investment in a Portfolio.
Each Portfolio intends to qualify as a "regulated investment
company" under Subchapter M of the Code. If it qualifies as a regulated
investment company, a Portfolio will pay no federal income taxes on its
taxable net investment income (that is, taxable income other than net realized
capital gains) and its net realized capital gains that are distributed to
shareholders. To qualify under Subchapter M, a Portfolio must, among other
things: (i) distribute to its shareholders at least 90% of its taxable net
investment income (for this purpose consisting of taxable net investment
income and net realized short-term capital gains); (ii) derive at least 90% of
its gross income from dividends, interest, payments with respect to loans of
securities, gains from the sale or other disposition of securities, or other
income (including, but not limited to, gains from options, futures, and
forward contracts) derived with respect to its business of investing in
securities; (iii) derive less than 30% of its annual gross income from the
sale or other disposition of securities, options, futures or forward contracts
held for less than three months; and (iv) diversify its holdings so that, at
the end of each fiscal quarter of the Portfolio (a) at least 50% of the market
value of the Portfolio's assets is represented by cash, U.S. government
securities and other securities, with those other securities limited, with
respect to any one issuer, to an amount no greater in value than 5% of the
Portfolio's total assets and to not more than 10% of the outstanding voting
securities of the issuer, and (b) not more than 25% of the market value of the
Portfolio's assets is invested in the securities of any one issuer (other than
U.S. government securities or securities of other regulated investment
companies) or of two or more issuers that the Portfolio controls and that are
determined to be in the same or similar trades or businesses or related trades
or businesses. In meeting these requirements, a Portfolio may be restricted
in the selling of securities held by the Portfolio for less than three months
and in the utilization of certain of the investment techniques described above
and in the Trust's Prospectus. As a regulated investment company, a Portfolio
will be subject to a 4% non-deductible excise tax measured with respect to
certain undistributed amounts of ordinary income and capital gain required to
be but not distributed under a prescribed formula. The formula requires
payment to shareholders during a calendar year of distributions representing
at least 98% of the Portfolio's taxable ordinary income for the calendar year
and at least 98% of the excess of its capital gains over capital losses
realized during the one-year period ending October 31 during such year,
together with any undistributed, untaxed amounts of ordinary income and
capital gains from the previous calendar year. The Portfolios expect to pay
the dividends and make the distributions necessary to avoid the application of
this excise tax.
<PAGE>39
In addition, each Portfolio intends to comply with the
diversification requirements of Section 817(h) of the Code related to the tax-
deferred status of insurance company separate accounts. To comply with
regulations under Section 817(h) of the Code, each Portfolio will be required
to diversify its investments so that on the last day of each calendar quarter
no more than 55% of the value of its assets is represented by any one
investment, no more than 70% is represented by any two investments, no more
than 80% is represented by any three investments and no more than 90% is
represented by any four investments. Generally, all securities of the same
issuer are treated as a single investment. For the purposes of Section
817(h), obligations of the United States Treasury and each U.S. government
instrumentality are treated as securities of separate issuers. The Treasury
Department has indicated that it may issue future pronouncements addressing
the circumstances in which a Variable Contract owner's control of the
investments of a separate account may cause the Variable Contract owner,
rather than the Participating Insurance Company, to be treated as the owner of
the assets held by the separate account. If the Variable Contract owner is
considered the owner of the securities underlying the separate account, income
and gains produced by those securities would be included currently in the
Variable Contract owner's gross income. It is not known what standards will
be set forth in such pronouncements or when, if at all, these pronouncements
may be issued. In the event that rules or regulations are adopted, there can
be no assurance that the Portfolios will be able to operate as currently
described, or that the Trust will not have to change the investment goal or
investment policies of a Portfolio. While a Portfolio's investment goal is
fundamental and may be changed only by a vote of a majority of the Portfolio's
outstanding shares, the Board reserves the right to modify the investment
policies of a Portfolio as necessary to prevent any such prospective rules and
regulations from causing a Variable Contract owner to be considered the owner
of the shares of the Portfolio underlying the separate account.
A Portfolio's transactions, if any, in foreign currencies, forward
contracts, options and futures contracts (including options and forward
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
recognized by the Portfolio (i.e., may affect whether gains or losses are
ordinary or capital), accelerate recognition of income to the Portfolio, defer
Portfolio losses and cause the Portfolio to be subject to hyperinflationary
currency rules. These rules could therefore affect the character, amount and
timing of distributions to shareholders. These provisions also (i) will
require a Portfolio to mark-to-market certain types of its positions (i.e.,
treat them as if they were closed out) and (ii) may cause the Portfolio 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 Portfolio will monitor its
transactions, will make the appropriate tax elections and will make the
appropriate entries in its books and records when it acquires any foreign
currency, forward contract, option, futures contract or hedged investment so
that (a) neither the Portfolio nor its shareholders will be treated as
receiving a materially greater amount of capital gains or distributions than
actually realized or received, (b) the Portfolio will be able to use
substantially all of its losses for the fiscal years in which
<PAGE>40
the losses actually occur and (c) the Portfolio will continue to qualify as a
regulated investment company.
As described in the Prospectus, because shares of a Portfolio may
only be purchased through Variable Contracts and Plans, it is anticipated that
dividends and distributions will be exempt from current taxation if left to
accumulate within the Variable Contracts or Plans.
Investment in Passive Foreign Investment Companies
If a Portfolio purchases shares in certain foreign entities
classified under the Code as "passive foreign investment companies" ("PFICs"),
the Portfolio may be subject to federal income tax on a portion of an "excess
distribution" or gain from the disposition of the shares, even though the
income may have to be distributed by the Portfolio to its shareholders, the
Variable Contracts and Plans. In addition, gain on the disposition of shares
in a PFIC generally is treated as ordinary income even though the shares are
capital assets in the hands of the Portfolio. Certain interest charges may be
imposed on the Portfolio with respect to any taxes arising from excess dis-
tributions or gains on the disposition of shares in a PFIC.
A Portfolio may be eligible to elect to include in its gross income
its share of earnings of a PFIC on a current basis. Generally, the election
would eliminate the interest charge and the ordinary income treatment on the
disposition of stock, but such an election may have the effect of accelerating
the recognition of income and gains by the Portfolio compared to a fund that
did not make the election. In addition, information required to make such an
election may not be available to the Portfolio.
On April 1, 1992 proposed regulations of the Internal Revenue
Service (the "IRS") were published providing a mark-to-market election for
regulated investment companies. The IRS subsequently issued a notice
indicating that final regulations will provide that regulated investment
companies may elect the mark-to-market election for tax years ending after
March 31, 1992 and before April 1, 1993. Whether and to what extent the
notice will apply to taxable years of a Portfolio is unclear. If the
Portfolio is not able to make the foregoing election, it may be able to avoid
the interest charge (but not the ordinary income treatment) on disposition of
the stock by electing, under proposed regulations, each year to mark-to-market
the stock (that is, treat it as if it were sold for fair market value). Such
an election could result in acceleration of income to the Portfolio. Recently
proposed legislation would codify the mark-to-market election for regulated
investment companies.
DETERMINATION OF PERFORMANCE
From time to time, a Portfolio may quote its total return in
advertisements or in reports and other communications to shareholders. The
actual total return of the
<PAGE>41
International Equity Portfolio for the fiscal period ended December 31, 1995
(since June 30, 1995 inception) was 7.30% (7.11% without waivers) (14.91% and
14.50%, respectively, on an annualized basis), and the actual total return of
the Small Company Growth Portfolio for the fiscal period ended December 31,
1995 (since June 30, 1995 inception) was 25.10% (25.00% without waivers)
(55.56% and 55.31%, respectively, on an annualized basis). Total return is
calculated by finding the average annual compounded rates of return for the
one-, five-, and ten- (or such shorter period as the Portfolio 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)[*GRAPHIC OMITTED-SEE FOOTNOTE BELOW] = 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.
A Portfolio may advertise, from time to time, comparisons of its
performance with that of one or more other mutual funds with similar
investment objectives. A Portfolio 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
Portfolio's total return in longer market cycles.
A Portfolio's performance will vary from time to time depending upon
market conditions, the composition of its 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 Portfolio's performance will fluctuate, unlike certain bank
deposits or other investments which pay a fixed yield for a stated period of
time. Performance quotations for the Portfolios include the effect of
deducting each Portfolio's expenses, but may not include charges and expenses
attributable to any particular Variable Contract or Plan, which would reduce
the returns described in this section. See the Prospectus, "Performance."
The International Equity Portfolio intends to diversify its assets
among countries, and in doing so, would expect to be able to reduce the risk
arising from economic problems affecting a single country. Warburg also
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
- ------------------------
* The expression (1 + T) is being raised to the nth power.
<PAGE>42
volatility in single asset portfolios regardless of whether the investments
are in all domestic equities or all domestic fixed-income instruments.
To illustrate this point, the performance of international equity
securities, as measured by the Morgan Stanley Capital International (EAFE)
Europe, Australia and Far East Index (the "MS-EAFE Index"), has equalled or
exceeded that of domestic equity securities, as measured by the Standard &
Poor's 500 Composite Stock Index (the "S & P 500 Index") in 14 of the last 23
years. The following table compares annual total returns of the MS-EAFE Index
and the S & P 500 Index for the calendar years shown.
MS-EAFE Index vs. S&P 500 Index
1972 - 1995
Annual Total Return+
Year MS-EAFE Index S&P 500 Index
---- ------------- -------------
1972* 33.28 14.43
1973* -16.82 -18.85
1974* -25.60 -30.96
1975* 31.21 27.81
1976 -.36 18.27
1977* 14.61 -9.64
1978* 28.92 5.01
1979 1.82 9.02
1980 19.01 27.71
1981* -4.85 -10.17
1982 -4.63 14.80
1983* 20.91 13.93
1984* 5.02 -1.22
1985* 52.97 29.45
1986* 66.80 14.97
1987* 23.18 .26
1988* 26.66 8.61
1989 9.22 28.81
1990 -24.71 -8.24
1991 10.19 27.94
1992 -13.89 4.43
1993* 30.49 7.22
1994* 6.24 -1.34
1995 9.42 34.71
_________________
+ Without reinvestment of dividends.
* The MS-EAFE Index has outperformed the S&P 500 Index 15 out of the last
24 years.
Source: Morgan Stanley Capital International; Bloomberg Financial Markets
<PAGE>43
The quoted performance information shown above is not intended to
indicate the future performance of the International Equity Portfolio.
Advertising or supplemental sales literature relating to the Portfolio may
describe the percentage decline from all-time high levels for certain foreign
stock markets. It may also describe how the Portfolio differs from the MS-
EAFE Index in composition.
INDEPENDENT ACCOUNTANTS AND COUNSEL
Coopers & Lybrand L.L.P. ("Coopers & Lybrand"), with principal
offices at 2400 Eleven Penn Center, Philadelphia, Pennsylvania 19103, serves
as independent accountants for the Trust. The financial statements for the
Portfolios that appear in this Statement of Additional Information have been
audited by Coopers & Lybrand, whose report thereon appears elsewhere herein
and have been included herein 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 the Trust as well as
counsel to Warburg, Counsellors Service and Counsellors Securities.
MISCELLANEOUS
As of January 31, 1996, the name, address and percentage ownership
of each person that owned of record 5% or more of a Portfolio's outstanding
shares were as follows: Nationwide Life Insurance Company ("Nationwide"), on
behalf of its separate account Nationwide Variable Account II, c/o IPO
Portfolio Accounting, P.O. Box 182029, Columbus, OH 43218-2029 -- 97.29%
(International Equity Portfolio) and 96.56% (Small Company Growth Portfolio).
Nationwide is not the beneficial owner of these shares.
FINANCIAL STATEMENTS
The Trust's financial statements and Report of Independent
Accountants for the fiscal period ended December 31, 1995 are attached to this
Statement of Additional Information.
<PAGE>A-1
APPENDIX
DESCRIPTION OF RATINGS
Commercial Paper Ratings
Commercial paper rated A-1 by Standard and Poor's Ratings Group
("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.
Corporate Bond Ratings
The following summarizes the ratings used by S&P for corporate
bonds:
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 they are 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 has an
adequate capacity to pay interest and repay principal. Although they normally
exhibit 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.
<PAGE>A-2
To provide more detailed indications of credit quality, the ratings from
"AA" to "BBB" may be modified by the addition of a plus or minus sign to show
relative standing within this major rating category.
The following summarizes the ratings used by Moody's for corporate bonds:
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 edge." 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.
Moody's applies numerical modifiers (1, 2 and 3) with respect to the
bonds rated "Aa" through "Baa". 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.
<PAGE>
[WARBURG PINCUS FUNDS LOGO]
ANNUAL REPORT
DECEMBER 31, 1995
WARBURG PINCUS TRUST
[ ] INTERNATIONAL EQUITY PORTFOLIO
[ ] SMALL COMPANY GROWTH PORTFOLIO
The Warburg Pincus Trust (the 'Trust') Shares are not available directly to
individual investors but may be offered only through certain insurance Products
and Pension and Retirement Plans.
A prospectus containing more complete information, including management fees and
expenses and, where applicable, the special considerations and risks associated
with international investing, may be obtained by calling 1-800-369-2728 or by
writing to Warburg Pincus Funds, P.O. Box 9030, Boston, MA 02205-9030. Investors
should read the prospectus carefully before investing.
<PAGE>
<PAGE>
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WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
February 23, 1996
Dear Shareholder:
The objective of Warburg Pincus Trust -- International Equity Portfolio
(the 'Portfolio') is long-term capital appreciation. The Portfolio pursues its
objective by investing primarily in a broadly diversified portfolio of equity
securities of companies that have their principal business activities and
interests outside the U.S. The Portfolio may invest in equity securities of
companies of any size, whether traded on or off a national securities exchange.
For the six months ended December 31, 1995 (the Portfolio commenced
operations on June 30, 1995), the Portfolio gained 7.30%, vs. gains of 6.62% in
the Lipper International Fund Index and 8.39% in the Morgan Stanley Europe,
Australia and Far East ('EAFE') Index.
A major contributor to the Portfolio's performance for the period was its
weighting in Japan (28.6% of the Portfolio at year end). The Japanese market
rebounded strongly in the second half of 1995, with technology stocks showing
particularly strong gains. These issues are well-represented in the Portfolio,
and we believe that they continue to hold considerable upside potential. We
believe that much of the broader Japanese market is undervalued as well based on
traditional long-term measures of value (e.g., price relative to book value,
sales and cash flow), hence our general outlook on Japan remains positive.
Other Asian markets whose prospects we view favorably are South Korea and
Taiwan (4.9% and 4.2% of the Portfolio, respectively, as of December 31, 1995),
two emerging markets that suffered in 1995. Taiwan's market lost roughly a third
of its value last year, largely the result of ongoing political tensions with
China. This created particularly attractive values in Taiwan's market, and we
used the opportunity to increase the Portfolio's Taiwanese stake, adding to
positions in well-managed companies in the shipping and industrial sectors. In
general, we believe that emerging markets were oversold in 1995, given their
outstanding long-term attractions.
The Portfolio's European holdings in general contributed positively to its
returns during the reporting period, supported by falling interest rates. By
country, the Portfolio's largest European weightings at the close of the year
were the United Kingdom (6.4% of the Portfolio) and France (4.5%). Our British
holdings were strong performers during the period. French issues generated less-
impressive results, hampered by concerns regarding fiscal policies of the Chirac
administration and doubts about the country's ability to meet the criteria for
European economic and monetary union in 1999. But we remain positive in our
outlook for the French companies held in the Portfolio, believing that they are
strong, well-managed businesses.
<TABLE>
<S> <C>
Richard H. King
Portfolio Manager
</TABLE>
The views of the Trust's Management are as of the date of this letter and
Portfolio holdings described in this annual report are as of December 31, 1995;
these views and positions may have changd subsequent to these dates.
2
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
GROWTH OF $10,000 INVESTED IN SHARES OF
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SINCE INCEPTION AS OF DECEMBER 31, 1995
The graph below illustrates the hypothethical investment of $10,000 in
Shares of Warburg Pincus Trust -- International Equity Portfolio (the
'Portfolio') from June 30, 1995 (inception) to December 31, 1995, assuming the
reinvestment of dividends and capital gains at net assets value, compared to the
Morgan Stanley Europe, Australia and Far East Index* ('EAFE') for the same time
period.
[GRAPH]
All figures cited here represent past performance and do not guarantee
future results. Investment return and principal value of an investment will
fluctuate so that an investor's shares upon redemption may be worth more or less
than original cost. Without waivers or reimbursements of Portfolio expenses,
aggregate total return since inception for the period ending 12/31/95 would have
been 7.11%.
- ------------
* EAFE is an unmanaged index of international equities with no defined
investment objective that is compiled by Morgan Stanley Capital International.
+ Non-annualized.
3
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
February 23, 1996
Dear Shareholder:
The objective of Warburg Pincus Trust -- Small Company Growth Portfolio
(the 'Portfolio') is capital growth. The Portfolio pursues its objective by
investing primarily in equity securities of small-sized domestic companies
(i.e., companies having stock-market capitalizations of between $25 million and
$1 billion at the time of purchase). The Portfolio may also invest in securities
of emerging growth companies, which can be either small or medium-sized
companies that have passed the start-up phase, show positive earnings and are
deemed to have prospects of achieving significant profits within a relatively
short period of time.
For the six months ended December 31, 1995 (the Portfolio commenced
operations on June 30, 1995), the Portfolio gained 25.10%, vs. gains of 12.26%
in the Russell 2000 Index and 13.89% in the Lipper Small Company Growth Fund
Index.
The Portfolio's relatively strong returns for the six-month span reflect
timely stock selection, particularly in our more heavily weighted areas. Our
technology position, which represents a diversified mix of companies spanning a
number of industries, showed good performance for the period, the sector's
correction in the fourth quarter notwithstanding. Our emphasis on these stocks
is not a short-term sector bet, but rather a direct result of our research
process, which seeks companies possessing a catalyst or dynamic of change (e.g.,
new management, a new product or distribution channel, etc.) that has the
potential to lead to accelerated earnings growth. A considerable number of such
companies are involved in technology and related areas, hence their significant
weighting in the Portfolio. Top performers for the Portfolio during the
reporting period included Maxim Integrated Products, Synopsys and System
Software Associates.
A second area of emphasis is health care. Health care in the U.S. is
fraught with inefficiencies, and this, coupled with an aging population,
presents vast opportunities for smaller companies nimble and innovative enough
to provide solutions to the industry's problems. We see great potential, in
particular, for companies able to bring technological applications to the
health-care industry, and we hold the stocks of a number of promising companies
in this area. We are also positive on the prospects of selected pharmaceutical
companies.
Another area of concentration in the Portfolio is in companies benefiting
from the marriage of telecommunications to computer technology. This includes
firms that manufacture and service computer hardware and software, telephones
and telephone equipment, as well as those involved in broadcasting, publishing,
and music and entertainment. Strong performers for the Portfolio during the six
months included Glenayre Technologies and Paging Network.
4
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
Looking ahead, we think that the outlook is favorable for the
small-capitalization market as a whole. We believe that small-cap stocks, in
aggregate, are less than midway through a multiyear cycle of outperformance
relative to larger-company stocks, and that the potential exists for further,
substantial gains over the next several years. Set within this context, we will
continue to strive to identify those stocks that have the best prospects for
above-average returns.
<TABLE>
<S> <C>
Elizabeth B. Dater Stephen J. Lurito
Co-Portfolio Manager Co-Portfolio Manager
</TABLE>
The views of the Trust's Management are as of the date of this letter and
Portfolio holdings described in this annual report are as of December 31, 1995;
these views and positions may have changed subsequent to these dates.
5
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
GROWTH OF $10,000 INVESTED IN SHARES OF
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
SINCE INCEPTION AS OF DECEMBER 31, 1995
The graph below illustrates the hypothethical investment of $10,000 in
Shares of Warburg Pincus Trust -- Small Company Growth Portfolio (the
'Portfolio') from June 30, 1995 (inception) to December 31, 1995, assuming the
reinvestment of dividends and capital gains at net assets value, compared to the
Lipper Small Company Growth Fund Index* ('Lipper') and the Russell 2000 Index**
('Russell') for the same time period.
[GRAPH]
All figures cited here represent past performance and do not guarantee
future results. Investment return and principal value of an investment will
fluctuate so that an investor's shares upon redemption may be worth more or less
than original cost. Without waivers or reimbursements of Portfolio expenses,
aggregate total return since inception for the period ending 12/31/95 would have
been 25.00%.
- ------------
* The Lipper Small Company Growth Fund Index is an equally weighted index of
the 30 largest Small Company Growth Funds.
** The Russell 2000 Index represents 2000 of the smallest securities in the
Russell 3000 Index. The Russell 3000 Index is composed of 3,000 U.S.
companies representing approximately 98% of the U.S. Equity Market.
+ Non-annualized
6
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<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (93.3%)
Argentina (3.8%)
Telefonica de Argentina SA ADR 45,700 $1,245,325
YPF SA ADR 52,500 1,135,313
----------
2,380,638
----------
Australia (2.2%)
Lend Lease Corp., Ltd. 87,300 1,264,846
Woodside Petroleum Ltd. 25,400 129,841
----------
1,394,687
----------
Austria (2.6%)
Bohler-Uddeholm AG + 8,645 659,662
V.A. Technologie AG 7,885 1,000,178
----------
1,659,840
----------
Brazil (2.3%)
Panamerican Beverages Inc., Class A 45,000 1,440,000
----------
Denmark (1.3%)
International Service System A/S Class B 36,665 825,714
----------
Chile (1.0%)
Banco de A. Edwards ADR + 16,000 314,000
Compania Telecomunication Chile SA ADR 3,550 294,206
----------
608,206
----------
Finland (2.4%)
Metra Oy Class B 16,445 681,140
Valmet Corp. Class A 33,200 825,073
----------
1,506,213
----------
France (4.5%)
Bouygues SA 7,370 742,570
Lagardere Groupe 50,800 933,824
Total Cie Franc Des Petroles Class B 16,085 1,085,802
Total Petroles SA ADR 3,200 108,800
----------
2,870,996
----------
Germany (2.9%)
Adidas AG + 5,400 284,765
Adidas AG ADS + 13,300 349,790
Deutsche Bank AG 4,476 212,341
SGL Carbon AG + 12,317 960,992
----------
1,807,888
----------
</TABLE>
See Accompanying Notes to Financial Statements.
7
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<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
COMMON STOCK (CONT'D)
<S> <C> <C>
Hong Kong (4.4%)
Citic Pacific Ltd. 439,200 $1,502,437
HSBC Holdings PLC 12,800 193,689
Jardine Matheson Holdings Ltd. 131,200 898,720
Jilin Chemical Industrial Co., Ltd. + 47,200 9,767
Jilin Chemical Industrial Co., Ltd. ADR + 6,950 149,424
----------
2,754,037
----------
India (2.1%)
Hindalco Industries Ltd. GDR 300 10,239
Reliance Industries Ltd. GDS 96,185 1,346,590
----------
1,356,829
----------
Indonesia (2.4%)
P.T. Bank International Indonesia 20,000 66,331
P.T. Mulia Industrindo 64,500 182,148
P.T. Semen Cibinong 215,000 536,559
P.T. Semen Gresik 47,000 131,698
P.T. Telekomunikasi Indonesia + 101,500 133,319
P.T. Telekomunikasi Indonesia ADR + 14,200 358,550
P.T. Tri Polyta Indonesia ADR 8,200 112,750
----------
1,521,355
----------
Israel (1.6%)
Ampal-American Israel Corp. Class A 15,500 81,375
ECI Telecommunications Limited Designs 40,450 922,766
----------
1,004,141
----------
Japan (28.6%)
Canon Inc. 50,000 906,008
Circle K Japan Co., Ltd. + 18,000 793,605
Daibiru Corp. 15,000 170,058
Daimaru Inc. 65,000 503,876
DDI Corp. 115 891,473
Hankyu Realty 74,000 601,609
Hitachi Ltd. 34,000 342,636
Itochu Corp. 70,000 471,415
Jusco Co. 26,000 677,713
Keyence Corp. 3,500 403,585
Kirin Beverage Corp. 34,000 457,946
Kyocera Corp. 7,000 520,252
Mitsubishi Corp. 60,000 738,372
Mitsubishi Estate Co., Ltd. 50,000 625,000
Mitsubishi Heavy Industries Ltd. 111,000 885,203
NEC Corp. 68,000 830,233
</TABLE>
See Accompanying Notes to Financial Statements.
8
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<PAGE>
<PAGE>
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WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
COMMON STOCK (CONT'D)
<S> <C> <C>
Nikko Securities Co., Ltd. 58,000 $ 747,481
Nikon Corp. 55,000 746,124
Nippon Communication Systems Corp. 30,000 316,860
Nippon Telegraph & Telephone Corp. 83 669,456
Nitta Corp. 18,000 279,070
NTT Data Communications Systems Co. 17 571,609
Orix Corp. 26,200 1,078,973
Rohm Co., Ltd. 6,000 338,953
Sony Corp. 13,900 833,731
TDK Corp. 10,000 510,659
Tokyo Electron Ltd. 7,000 271,318
Uny Co., Ltd. 33,000 620,348
Yokogawa Electric Corp. 106,000 1,002,480
York-Benimaru Co., Ltd. 6,300 241,133
----------
18,047,179
----------
Malaysia (0.1%)
Westmont BHD 19,000 65,848
----------
Mexico (0.6%)
Gruma SA de CV Class B + 125,500 353,682
----------
New Zealand (5.8%)
Brierley Investments Ltd. 1,544,800 1,221,528
Fletcher Forestry 993,500 1,415,370
Lion Nathan Ltd. 437,400 1,043,319
----------
3,680,217
----------
Singapore (1.1%)
DBS Land Ltd. 85,000 287,341
Development Bank of Singapore Ltd. 27,000 336,068
IPC Corp., Ltd. 144,000 95,728
----------
719,137
----------
South Korea (4.9%)
Daewoo Electronics Co., Ltd. 96,720 1,072,310
Daewoo Electronics Co., Ltd. New 16,000 175,326
Hanil Bank 25,000 288,204
Inchon Iron & Steel Co., Ltd. 27,950 1,059,340
Samsung Electronics Co., Ltd. GDR 4,545 438,592
Ssangyong Investment & Securities Co., Ltd. 5,500 99,265
----------
3,133,037
----------
</TABLE>
See Accompanying Notes to Financial Statements.
9
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<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
COMMON STOCK (CONT'D)
<S> <C> <C>
Spain (3.3%)
Banco de Santander ADR 24,800 $1,221,400
Repsol SA ADR 25,900 851,463
----------
2,072,863
----------
Sweden (1.7%)
Asea AB Series B 3,742 364,281
Astra AB Series B 18,135 718,743
----------
1,083,024
----------
Switzerland (1.8%)
Ciba Geigy AG 130 114,430
Ciba Geigy AG B 1,132 991,519
----------
1,105,949
----------
Taiwan (4.2%)
China Steel Corp. 791,000 631,965
GP-Taiwan Index Fund + 600,000 489,000
Phoenixtec Power Co., Ltd. 99,000 199,553
Taiwan Semiconductor Manufacturing Co. 15,000 47,002
Ton Yi Industrial Corp. 424,560 558,590
Yang Ming Marine Transport Corp. 609,000 709,749
----------
2,635,859
----------
Thailand (1.3%)
Bangkok Bank Co., Ltd. 36,100 439,578
Industrial Finance Corp. of Thailand 36,000 122,483
Ruam Pattana Fund II 212,500 128,954
Thai Military Bank Ltd. 28,500 115,679
----------
806,694
----------
United Kingdom (6.4%)
British Air Authority PLC 84,950 639,436
Cookson Group PLC 241,000 1,144,538
Grand Metropolitan PLC 140,200 1,009,619
Prudential Corp. PLC 68,000 437,974
Reckitt & Colman PLC 45,350 501,833
Takare PLC 119,880 333,036
----------
4,066,436
----------
TOTAL COMMON STOCK (Cost $57,786,508) 58,900,469
----------
</TABLE>
See Accompanying Notes to Financial Statements.
10
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
COMMON STOCK (CONT'D)
PAR VALUE
ZERO COUPON BONDS (0.3%)
Taiwan
President Enterprises, 07/22/01
(Cost $204,404) $ 160,000 $ 210,400
----------
<CAPTION>
SHORT-TERM INVESTMENTS (6.4%)
<S> <C> <C>
Repurchase agreement with State Street Bank & Trust Co., dated 12/29/95 at 5.40% to be
repurchased at $4,062,436 on 01/02/96. (Collateralized by $3,515,000 U.S. Treasury Note
at 7.50%, due 11/15/16, with a market value of $4,143,317.) (Cost $4,060,000) 4,060,000 4,060,000
----------
<CAPTION>
TOTAL INVESTMENTS (100.0%) (Cost $62,050,912*) $63,170,869
<S> <C> <C>
----------
----------
</TABLE>
INVESTMENT ABBREVIATIONS
<TABLE>
<S> <C> <C>
ADR = American Depository Receipt
ADS = American Depository Share
GDR = Global Depository Receipt
GDS = Global Depository Share
</TABLE>
+ Non-income producing security.
* Cost for Federal income tax purposes is $62,063,294.
See Accompanying Notes to Financial Statements.
11
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
STATEMENT OF NET ASSETS
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (93.4%)
BASIC INDUSTRIES
Aerospace & Defense (0.8%)
BVR Technologies + 72,800 $ 737,100
-----------
Engineering & Construction (0.9%)
Jacobs Engineering Group, Inc. + 36,000 900,000
-----------
Industrial Mfg. & Processing (0.7%)
Stratasys, Inc. + 35,000 656,250
-----------
Real Estate (1.1%)
NHP Inc. + 58,500 1,082,250
-----------
CAPITAL GOODS
Capital Equipment (2.3%)
Applied Power Inc. Class A 30,500 915,000
Idex Corp. 10,500 430,500
Roper Industries, Inc. 23,900 878,325
-----------
2,223,825
-----------
Computers (20.3%)
Arbor Software Corp. + 5,500 259,875
Auspex Systems, Inc. + 52,700 961,775
BMC Software, Inc. + 18,000 769,500
Checkfree Corp. + 32,000 688,000
Clarify Inc. + 10,000 300,000
Cognex Corp. + 62,000 2,154,500
Continuum, Inc. + 36,800 1,453,600
Davidson & Associates, Inc. + 43,800 963,600
FileNet Corp. + 21,100 991,700
Harbinger Corp. + 39,200 901,600
Hyperion Software Corp. + 22,600 480,250
Logic Works, Inc. + 15,200 190,000
National Instruments Corp. + 41,500 840,375
Network Appliance, Inc. + 20,000 802,500
Network General Corp. + 32,000 1,068,000
Platinum Technology, Inc. + 70,000 1,286,250
Shared Medical Systems Corp. 22,800 1,239,750
Spacetec IMC Corp. + 35,000 411,250
Sync Research, Inc. + 5,000 226,250
Synopsys, Inc. + 38,000 1,444,000
System Software Associates, Inc. 57,750 1,256,063
Vantive Corp. + 16,500 371,250
Wonderware Corp. + 38,000 650,750
-----------
19,710,838
-----------
</TABLE>
See Accompanying Notes to Financial Statements.
12
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
STATEMENT OF NET ASSETS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (CONT'D)
Electronics (6.4%)
Burr-Brown Corp. + 37,100 $ 946,050
ESS Technologies Inc. + 5,000 115,000
Glenayre Technologies, Inc. + 25,500 1,587,375
Maxim Integrated Products, Inc. + 74,800 2,879,800
Methode Electronics Inc. Class A 48,000 684,000
-----------
6,212,225
-----------
Office Equipment & Supplies (1.5%)
Viking Office Products, Inc. + 32,200 1,497,300
-----------
CONSUMER
Business Services (10.4%)
American Management Systems, Inc. + 31,000 930,000
Catalina Marketing Corp. + 13,300 834,575
CDI Corp. + 50,000 900,000
Checkpoint Systems, Inc. + 23,900 893,263
Copart, Inc. + 36,800 966,000
DST Systems, Inc. + 31,000 883,500
Fritz Companies Inc. + 22,600 937,900
HPR Inc. + 2,900 87,363
Norrell Corp. 20,900 613,937
On Assignment, Inc. + 20,300 664,825
QuickResponse Services, Inc. + 44,300 814,013
Solectron Corp. + 36,900 1,628,213
-----------
10,153,589
-----------
Consumer Non-Durables (2.3%)
Central Garden & Pet Co. + 87,000 826,500
Nature's Sunshine Products, Inc. 35,000 883,750
Oakley, Inc. + 14,300 486,200
-----------
2,196,450
-----------
Consumer Services (2.0%)
DEVRY Inc. + 26,700 720,900
ITT Educational Services, Inc. + 25,000 615,625
Sylvan Learning Systems, Inc. + 21,000 624,750
-----------
1,961,275
-----------
Food, Beverages & Tobacco (0.7%)
Manhattan Bagel Company + 40,000 720,000
-----------
See Accompanying Notes to Financial Statements.
13
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
STATEMENT OF NET ASSETS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (CONT'D)
Health Care (8.3%)
EMCare Holdings, Inc. + 34,400 $ 825,600
Endosonics Corp. + 49,200 744,150
HealthCare Compare Corp. + 20,600 896,100
Health Management Systems Inc. + 10,800 421,200
Healthsource, Inc. + 24,400 878,400
IDX Systems Corp. + 13,000 451,750
Molecular Devices Corp. + 110,000 1,155,000
National Surgical Centers, Inc. + 17,000 391,000
Quorum Health Group, Inc. + 16,300 358,600
ThermoTrex Corp. + 20,000 1,000,000
Total Renal Care Holdings + 20,000 590,000
United Dental Care, Inc. + 8,000 330,000
-----------
8,041,800
-----------
Leisure & Entertainment (0.5%)
Family Golf Centers, Inc. + 25,000 456,250
-----------
Lodging & Restaurants (1.9%)
Doubletree Corp. + 38,300 1,005,375
Renaissance Hotel Group NV + 35,000 892,500
-----------
1,897,875
-----------
Pharmaceuticals (4.8%)
Alpharma, Inc. Class A 35,000 914,375
Gilead Sciences, Inc. + 60,000 1,920,000
Medeva PLC ADR 64,500 1,096,500
Ostex International, Inc. + 39,300 756,525
-----------
4,687,400
-----------
Retail (4.2%)
Borders Group, Inc. + 71,000 1,313,500
Micro Warehouse Inc. + 24,200 1,046,650
Neostar Retail Group, Inc. + 64,300 474,212
PETsMART, Inc. + 41,800 1,295,800
-----------
4,130,162
-----------
See Accompanying Notes to Financial Statements.
14
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
STATEMENT OF NET ASSETS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (CONT'D)
ENERGY AND RELATED
Energy (3.9%)
Barrett Resources Corp. + 31,300 $ 919,437
Brown (Tom), Inc. + 61,600 900,900
Cairn Energy USA, Inc. + 59,700 835,800
Texas Meridian Resources Corp. + 82,200 1,119,975
-----------
3,776,112
-----------
Oil Services (4.3%)
Input/Output, Inc. + 27,600 1,593,900
Nabors Industries, Inc. + 79,400 883,325
Petroleum Geo Services ADR + 42,200 1,055,000
Pogo Producing Co. 25,000 706,250
-----------
4,238,475
-----------
FINANCE
Banks & Savings & Loans (2.4%)
Banco Latinoamericano de Exportaciones SA Class E 15,600 725,400
Cullen Frost Bankers, Inc. 15,300 765,000
Great Financial Corp. 35,700 838,950
-----------
2,329,350
-----------
Financial Services (5.8%)
Aames Financial Corp. 26,800 747,050
Capmac Holdings Inc. + 25,000 628,125
Penncorp Financial Group, Inc. 22,000 646,250
Sirrom Capital Corp. 37,200 702,150
Transactions Systems Architects, Inc. Class A + 2,000 67,500
T. Rowe Price Associates, Inc. 18,000 886,500
United Companies Financial Corp. 44,900 1,184,237
Vesta Insurance Group Inc. 15,100 822,950
-----------
5,684,762
-----------
MEDIA
Communications & Media (1.9%)
Central European Media Enterprises Ltd. Class A + 58,100 1,191,050
Harte-Hanks Communications Inc. 34,850 688,288
-----------
1,879,338
-----------
Publishing (1.1%)
Scholastic Corp. + 14,300 1,111,825
-----------
See Accompanying Notes to Financial Statements.
15
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
STATEMENT OF NET ASSETS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (CONT'D)
Telecommunications & Equipment (4.0%)
Allen Group, Inc. 37,000 $ 827,875
Network Equipment Technologies, Inc. + 31,700 867,787
Objective Systems Integrator + 6,500 355,875
Paging Network, Inc. + 49,500 1,206,562
Stratacom, Inc. + 8,100 595,350
-----------
3,853,449
-----------
Transportation (0.9%)
Mark VII Inc. + 53,400 827,700
-----------
TOTAL COMMON STOCK (Cost $79,082,582) 90,965,600
-----------
</TABLE>
<TABLE>
<CAPTION>
PAR
----------
<S> <C> <C>
SHORT-TERM INVESTMENTS (5.9%)
Repurchase agreement with State Street Bank & Trust Co., dated 12/29/95 at 5.40% to be
repurchased at $5,778,465 on 01/02/96. (Collateralized by $5,710,000 U.S. Treasury Note
at 6.00%, due 08/31/97, with a market value of $5,891,641.) (Cost $5,775,000) $5,775,000 5,775,000
-----------
TOTAL INVESTMENTS AT VALUE (99.3%) (Cost $84,857,582*) 96,740,600
OTHER ASSETS IN EXCESS OF LIABILITIES (0.7%) 704,314
-----------
NET ASSETS (100.0%) (applicable to 7,791,765 shares outstanding) $97,444,914
-----------
-----------
NET ASSET VALUE, offering and redemption price per share $12.51
</TABLE>
+ Non-income producing security.
* Cost for Federal income tax purposes is $84,989,331.
See Accompanying Notes to Financial Statements.
16
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Investments at value (Cost $62,050,912) $63,170,869
Receivable for Portfolio shares sold 3,898,943
Foreign currency (Cost $234,121) 234,128
Receivable for investment securities sold 214,472
Receivable for unrealized gain on forward contracts (Note 4) 212,261
Deferred organizational costs (Note 1) 55,816
Dividends, interest and foreign taxes receivable 51,478
-----------
Total assets 67,837,967
-----------
LIABILITIES
Payable for investment securities purchased 3,092,677
Accrued expenses 148,055
Payable for Portfolio shares redeemed 517
Other liabilities 59,850
-----------
Total liabilities 3,301,099
-----------
NET ASSETS applicable to 6,058,621 shares outstanding $64,536,868
-----------
-----------
NET ASSET VALUE, offering and redemption price per share
($64,536,868[div]6,058,621) $10.65
</TABLE>
See Accompanying Notes to Financial Statements.
17
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST
STATEMENTS OF OPERATIONS
For the Period Ended December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Period June 30, 1995
(Commencement of Operations)
through December 31, 1995
----------------------------------------
International Equity Small Company
Portfolio Growth Portfolio
-------------------- ----------------
<S> <C> <C>
INVESTMENT INCOME:
Dividends $ 166,997 $ 56,873
Interest 84,104 159,881
Foreign taxes withheld (20,004) 0
-------------------- ----------------
Total investment income 231,097 216,754
-------------------- ----------------
EXPENSES:
Investment advisory 120,130 218,618
Administrative services 26,429 48,582
Audit 12,500 9,000
Custodian 51,905 30,905
Legal 5,000 7,500
Organizational 6,258 6,249
Printing 9,946 5,000
Registration 25,345 33,300
Transfer agent 6,194 3,759
Trustees 1,625 1,625
Miscellaneous 500 500
-------------------- ----------------
265,832 365,038
Less: fees waived and expenses reimbursed (92,844) (61,402)
-------------------- ----------------
Total expenses 172,988 303,636
-------------------- ----------------
Net investment income (loss) 58,109 (86,882)
-------------------- ----------------
NET REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS
AND FOREIGN CURRENCY RELATED ITEMS:
Net realized loss from security transactions (66,288) (791,236)
Net realized gain from foreign currency related items 179,901 0
Net change in unrealized appreciation from investments and foreign
currency related items 1,335,993 11,883,018
-------------------- ----------------
Net realized and unrealized gain from investments and foreign
currency related items 1,449,606 11,091,782
-------------------- ----------------
Net increase in net assets resulting from operations $1,507,715 $ 11,004,900
-------------------- ----------------
-------------------- ----------------
</TABLE>
See Accompanying Notes to Financial Statements.
18
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Period June 30, 1995
(Commencement of Operations)
through December 31, 1995
----------------------------------------
International Equity Small Company
Portfolio Growth Portfolio
-------------------- ----------------
<S> <C> <C>
FROM OPERATIONS:
Net investment income (loss) $ 58,109 $ (86,882)
Net realized loss from security transactions (66,288) (791,236)
Net realized gain from foreign currency related items 179,901 0
Net change in unrealized appreciation from investments and foreign
currency related items 1,335,993 11,883,018
-------------------- ----------------
Net increase in net assets resulting from operations 1,507,715 11,004,900
-------------------- ----------------
FROM DISTRIBUTIONS:
Dividends from net investment income (58,109) 0
Distributions in excess of net investment income (327,277) 0
-------------------- ----------------
Net decrease from distributions (385,386) 0
-------------------- ----------------
FROM CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares 63,501,464 101,359,554
Reinvested dividends 385,386 0
Net asset value of shares redeemed (522,311) (14,969,540)
-------------------- ----------------
Net increase in net assets from capital share transactions 63,364,539 86,390,014
-------------------- ----------------
Net increase in net assets 64,486,868 97,394,914
NET ASSETS:
Beginning of period 50,000 50,000
-------------------- ----------------
End of period $ 64,536,868 $ 97,444,914
-------------------- ----------------
-------------------- ----------------
</TABLE>
See Accompanying Notes to Financial Statements.
19
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
FINANCIAL HIGHLIGHTS
(For a Share of the Portfolio Outstanding Throughout the Period)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Period
June 30, 1995
(Commencement of
Operations) through
December 31, 1995
--------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00
----------
Income from Investment Operations:
Net Investment Income .03
Net Gain on Securities and Foreign Currency Related Items
(both realized and unrealized) .70
----------
Total from Investment Operations .73
----------
Less Distributions:
Dividends from Net Investment Income (.01)
Distributions in Excess of Net Investment Income (.07)
----------
Total Distributions (.08)
----------
NET ASSET VALUE, END OF PERIOD $ 10.65
----------
----------
Total Return 7.30%+
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (000s) $ 64,537
Ratios to average daily net assets:
Operating expenses 1.44%*
Net investment income .48%*
Decrease reflected in above operating expense ratio due
to waivers/reimbursements .77%*
Portfolio Turnover Rate 16.49%*
</TABLE>
* Annualized
+ Non-annualized.
See Accompanying Notes to Financial Statements.
20
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(For a Share of the Portfolio Outstanding Throughout the Period)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Period
June 30, 1995
(Commencement of
Operations) through
December 31, 1995
--------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00
----------
Income from Investment Operations:
Net Investment Loss (.01)
Net Gain on Securities (both realized and unrealized) 2.52
----------
Total from Investment Operations 2.51
----------
Less Distributions:
Dividends from Net Investment Income .00
Distributions from Capital Gains .00
----------
Total Distributions .00
----------
NET ASSET VALUE, END OF PERIOD $ 12.51
----------
----------
Total Return 25.10%+
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (000s) $ 97,445
Ratios to average daily net assets:
Operating expenses 1.25%*
Net investment loss (.36)%*
Decrease reflected in above operating expense ratio due
to waivers/reimbursements .25%*
Portfolio Turnover Rate 67.57%*
</TABLE>
* Annualized
+ Non-annualized.
See Accompanying Notes to Financial Statements.
21
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
Warburg Pincus Trust (the 'Trust') is an open-end management investment
company registered under the Investment Company Act of 1940, as amended, and
currently offers two investment funds (the 'Portfolios'): International Equity
Portfolio is a diversified investment fund that seeks long-term capital
appreciation by investing in equity securities of non-U.S. issuers; Small
Company Growth Portfolio is a non-diversified investment fund that seeks capital
appreciation by investing in equity securities of small-sized domestic
companies. Shares of a Portfolio are not available directly to individual
investors but may be offered only to certain (a) life insurance companies for
allocation to certain of their separate accounts established for the purpose of
funding variable annuity contracts and variable life insurance contracts and (b)
tax-qualified pension and retirement plans ('Plans'), including
participant-directed Plans which elect to make a Portfolio an investment option
for Plan participants.
The net asset value of each Portfolio is determined daily as of the close
of regular trading on the New York Stock Exchange. Each Portfolio's investments
are valued at market value, which is currently determined using the last
reported sales price. If no sales are reported, investments are generally valued
at the mean between the last reported bid and ask prices. In the absence of
market quotations, investments are generally valued at fair value as determined
by or under the direction of the Trust's governing Board. Short-term investments
that mature in 60 days or less are valued on the basis of amortized cost, which
approximates market value.
The books and records of the Portfolios are maintained in U.S. dollars.
Transactions denominated in foreign currencies are recorded at the current
prevailing exchange rates. All assets and liabilities denominated in foreign
currencies are translated into U.S. dollar amounts at the current exchange rate
at the end of the period. Translation gains or losses resulting from changes in
the exchange rate during the reporting period and realized gains and losses on
the settlement of foreign currency transactions are reported in the results of
operations for the current period. The Portfolios do not isolate that portion of
gains and losses on investments in equity securities which are due to changes in
the foreign exchange rate from that which are due to changes in market prices of
equity securities. The Portfolios isolate that portion of gains and losses on
investments in debt securities which are due to changes in the foreign exchange
rate from that which are due to changes in market prices of debt securities.
Security transactions are accounted for on trade date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date. The cost of investments sold is determined by use of the
specific identification method for both financial reporting and income tax
purposes.
Dividends from net investment income and distributions of net realized
capital gains, if any, are declared and paid annually. However, to the extent
that a net realized capital gain can be reduced by a capital loss carryover,
such gain will not be distributed. Income and capital gain distributions are
determined in accordance with Federal income tax regulations which may differ
from generally accepted accounting principles.
22
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST
NOTES TO FINANCIAL STATEMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
No provision is made for Federal income taxes as it is each Portfolio's
intention to qualify for and elect the tax treatment applicable to regulated
investment companies under the Internal Revenue Code and make the requisite
distributions to its shareholders which will be sufficient to relieve it from
Federal income and excise taxes.
Costs incurred by the Portfolios in connection with their organization have
been deferred and are being amortized over a period of five years from the date
each Portfolio commenced its operations.
The Portfolios may enter into repurchase agreement transactions. Under the
terms of a typical repurchase agreement, a Portfolio acquires an underlying
security subject to an obligation of the seller to repurchase. The value of the
underlying security collateral will be maintained at an amount at least equal to
the total amount of the purchase obligation, including interest. The collateral
is in the Portfolio's possession. At December 31, 1995, the International Equity
Portfolio and the Small Company Growth Portfolio had $4,060,000 and $5,775,000,
respectively, invested in repurchase agreements.
2. INVESTMENT ADVISER, CO-ADMINISTRATORS AND DISTRIBUTOR
Warburg, Pincus Counsellors, Inc. ('Warburg'), a wholly owned subsidiary of
Warburg, Pincus Counsellors G.P. ('Counsellors G.P.'), serves as each
Portfolio's investment adviser. For its investment advisory services, the
International Equity Portfolio and the Small Company Growth Portfolio pay
Warburg a fee calculated at an annual rate of 1.00% and .90%, respectively, of
each Portfolio's average daily net assets. For the period ended December 31,
1995, investment advisory fees, waivers and reimbursements were as follows:
<TABLE>
<CAPTION>
GROSS NET EXPENSE
PORTFOLIO ADVISORY FEE WAIVER ADVISORY FEE REIMBURSEMENTS
- ----------------------------------- ------------ ------- ------------ --------------
<S> <C> <C> <C> <C>
International Equity $120,130 $47,206 $ 72,924 $ 39,973
Small Company Growth 218,618 47,601 171,017 8,512
</TABLE>
Counsellors Funds Service, Inc. ('CFSI'), a wholly owned subsidiary of
Warburg, and PFPC Inc. ('PFPC'), an indirect, wholly owned subsidiary of PNC
Bank Corp. ('PNC'), serve as each Portfolio's co-administrators. For its
administrative services, CFSI currently receives a fee calculated at an annual
rate of .10% of each Portfolio's average daily net assets. For the period ended
December 31, 1995, administrative services fees earned by CFSI were as follows:
<TABLE>
<CAPTION>
PORTFOLIO CO-ADMINISTRATION FEE
- --------------------------------------------------- ---------------------
<S> <C>
International Equity $12,013
Small Company Growth 24,291
</TABLE>
For its administrative services, PFPC currently receives a fee calculated
at an annual rate of .10% of the average daily net assets of the Small Company
Growth Portfolio. For the International Equity Portfolio, PFPC currently
receives a fee calculated at an annual rate of .12% on the Portfolio's first
$250 million in average daily net assets, .10% on the next $250 million in
average daily net assets, .08% on the next $250 million in average daily net
assets and .05% of the average daily net assets over $750
23
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST
NOTES TO FINANCIAL STATEMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
million. For the period ended December 31, 1995, administrative service fees
earned and waived by PFPC were as follows:
<TABLE>
<CAPTION>
NET
PORTFOLIO CO-ADMINISTRATION FEE WAIVER CO-ADMINISTRATION FEE
- ------------------------------------- --------------------- ------ ---------------------
<S> <C> <C> <C>
International Equity $14,416 $5,665 $ 8,751
Small Company Growth 24,291 5,289 19,002
</TABLE>
Counsellors Securities Inc. ('CSI'), also a wholly owned subsidiary of
Warburg, serves as each Portfolio's distributor. No compensation is paid by the
Portfolios to CSI for distribution services.
3. INVESTMENT IN SECURITIES
For the period ended December 31, 1995, purchases and sales of investment
securities (excluding short-term investments) were as follows:
<TABLE>
<CAPTION>
PORTFOLIO PURCHASES SALES
- --------------------------------------------------------------- ----------- -----------
<S> <C> <C>
International Equity $60,011,892 $ 1,953,019
Small Company Growth 95,138,849 15,265,032
</TABLE>
At December 31, 1995, the net unrealized appreciation from investments for
those securities having an excess value over cost and net unrealized
depreciation from investments for those securities having an excess of cost over
value (based on cost for Federal income tax purposes) was as follows:
<TABLE>
<CAPTION>
NET UNREALIZED
UNREALIZED UNREALIZED APPRECIATION
PORTFOLIO APPRECIATION DEPRECIATION (DEPRECIATION)
- ----------------------------------------------- ------------ ------------ --------------
<S> <C> <C> <C>
International Equity $ 2,878,321 $ (1,770,746) $ 1,107,575
Small Company Growth 13,903,171 (2,151,902) 11,751,269
</TABLE>
4. FORWARD FOREIGN CURRENCY CONTRACTS
The Portfolios may enter into forward currency contracts for the purchase
or sale of a specific foreign currency at a fixed price on a future date. Risks
may arise upon entering into these contracts from the potential inability of
counterparties to meet the terms of their contracts and from unanticipated
movements in the value of a foreign currency relative to the U.S. dollar. The
Portfolios will enter into forward contracts primarily for hedging purposes. The
forward currency contracts are adjusted daily by the daily exchange rate of the
underlying currency and any gains and losses are recorded for financial
statement purposes as unrealized until the contract settlement date. At December
31, 1995, the International Equity Portfolio had the following open forward
currency contracts:
24
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<PAGE>
<PAGE>
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WARBURG PINCUS TRUST
NOTES TO FINANCIAL STATEMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
4. FORWARD FOREIGN CURRENCY CONTRACTS (CONT'D)
<TABLE>
<CAPTION>
FOREIGN UNREALIZED
FORWARD CURRENCY EXPIRATION CURRENCY CONTRACT CONTRACT FOREIGN EXCHANGE
CONTRACT DATE TO BE SOLD AMOUNT VALUE GAIN (LOSS)
- ----------------- ---------- ----------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
French Francs 03/21/96 8,350,000 $ 1,703,213 $ 1,707,881 $ (4,668)
French Francs 03/21/96 4,468,500 900,000 913,972 (13,972)
Japanese Yen 03/21/96 351,750,000 3,500,000 3,449,206 50,794
Japanese Yen 03/21/96 257,898,000 2,650,000 2,528,908 121,092
Japanese Yen 03/21/96 178,000,000 1,752,831 1,745,440 7,391
Japanese Yen 03/21/96 110,937,100 1,100,567 1,087,832 12,735
Japanese Yen 03/21/96 14,905,900 148,170 146,165 2,005
Japanese Yen 09/18/96 51,111,500 550,000 513,116 36,884
----------- ----------- ----------------
$12,304,781 $12,092,520 $212,261
----------- ----------- ----------------
----------- ----------- ----------------
</TABLE>
5. CAPITAL SHARE TRANSACTIONS
The International Equity Portfolio and the Small Company Growth Portfolio
are each authorized to issue an unlimited number of full and fractional shares
of beneficial interest, par value of $.001 per share.
Transactions in shares of each Portfolio were as follows:
<TABLE>
<CAPTION>
For the Period June 30, 1995
(Commencement of Operations)
through December 31, 1995
----------------------------------------
International Equity Small Company
Portfolio Growth Portfolio
-------------------- ----------------
<S> <C> <C>
Shares sold 6,066,626 9,104,528
Shares issued to shareholders on reinvestment of dividends 37,056 0
Shares redeemed (50,061) (1,317,763)
Net increase in shares outstanding 6,053,621 7,786,765
</TABLE>
6. NET ASSETS
Net assets at December 31, 1995, consisted of the following:
<TABLE>
<CAPTION>
International Equity Small Company
Portfolio Growth Portfolio
-------------------- ----------------
<S> <C> <C>
Capital contributed, net $ 63,414,539 $ 86,353,132
Accumulated net investment loss (147,376) 0
Accumulated net realized loss from security transactions (66,288) (791,236)
Net unrealized appreciation from investments and foreign currency
related items 1,335,993 11,883,018
-------------------- ----------------
Net assets $ 64,536,868 $ 97,444,914
-------------------- ----------------
-------------------- ----------------
</TABLE>
7. CAPITAL LOSS CARRYOVER
At December 31, 1995, the International Equity Portfolio and the Small
Company Growth Portfolio had capital loss carryovers of $53,906 and $659,487,
respectively, expiring in 2003 to offset possible future capital gains of each
Portfolio.
25
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<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees of the
Warburg Pincus Trust:
We have audited the accompanying statement of assets and liabilities including
the schedule of investments of the International Equity Portfolio and the
accompanying statement of net assets of the Small Company Growth Portfolio of
the Warburg Pincus Trust (the 'Trust') as of December 31, 1995, and the related
statements of operations, changes in net assets and the financial highlights for
the period from June 30, 1995 (commencement of operations) through December 31,
1995. These financial statements and financial highlights are the responsibility
of the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1995, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of
each portfolio of the Warburg Pincus Trust as of December 31, 1995, and the
results of their operations, the changes in their net assets and their financial
highlights for the period from June 30, 1995 (commencement of operations)
through December 31, 1995, in conformity with generally accepted accounting
principles.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 13, 1996
26
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<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT ADVISER
Warburg, Pincus Counsellors, Inc.
466 Lexington Avenue
New York, New York 10017-3147
DISTRIBUTOR
Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
TRANSFER AGENT
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
WARBURG PINCUS FUNDS
P.O. BOX 9030
BOSTON, MASSACHUSETTS 02205-9030
PROSPECTUSES
1-800-369-2728
WPTRU-2-1295
[WARBURG PINCUS FUNDS LOGO]
ANNUAL REPORT
DECEMBER 31, 1995
WARBURG PINCUS TRUST
[ ] INTERNATIONAL EQUITY PORTFOLIO
[ ] SMALL COMPANY GROWTH PORTFOLIO
<PAGE>1
STATEMENT OF ADDITIONAL INFORMATION
March 1, 1996
WARBURG PINCUS TRUST
Small Company Growth Portfolio
P.O. Box 9030, Boston, Massachusetts 02205-9030
For information, call (800) 888-6878
Contents
Page
----
Investment Objectives........................................ 2
Investment Policies.......................................... 2
Management of the Trust...................................... 23
Additional Purchase and Redemption Information............... 29
Additional Information Concerning Taxes...................... 29
Determination of Performance................................. 32
Independent Accountants and Counsel.......................... 33
Miscellaneous................................................ 33
Financial Statements......................................... 33
Appendix -- Description of Ratings........................... A-1
Annual Report and Report of Independent Accountants.......... A-3
This Statement of Additional Information is meant to be read
in conjunction with the Prospectus of Warburg Pincus Trust (the "Trust"), dated
March 1, 1996, as amended or supplemented from time to time, and is incorporated
by reference in its entirety into that Prospectus. The Trust currently offers
two managed investment funds, one of which, the Small Company Growth Portfolio
(the "Portfolio"), is described in this Statement of Additional Information.
Shares of the Portfolio are not available directly to individual investors but
may be offered only to certain (i) life insurance companies ("Participating
Insurance Companies") for allocation to certain of their separate accounts
established for the purpose of funding variable annuity contracts and variable
life insurance policies (together "Variable Contracts") and (ii) tax-qualified
pension and retirement plans ("Plans"), including participant-directed Plans
which elect to make the Portfolio an investment option for Plan participants.
Because this Statement of Additional Information is not itself a prospectus, no
investment in shares of the Portfolio should be made solely upon the information
contained herein. Copies of the Trust's Prospectus and information regarding the
Portfolio's current performance may be obtained by calling the Trust at (800)
369-2728 or by writing to the Trust, P.O. Box 9030, Boston,
Massachusetts 02205-9030.
<PAGE>2
INVESTMENT OBJECTIVES
The investment objective of the Small Company Growth Portfolio
is capital growth.
INVESTMENT POLICIES
The following policies supplement the descriptions of the
Portfolio's investment objective and policies in the Prospectus.
Options, Futures and Currency Exchange Transactions
Securities Options. The Portfolio may write covered put and
call options on stock and debt securities and may purchase such options that
are traded on foreign and U.S. exchanges, as well as over-the-counter ("OTC").
The Portfolio realizes fees (referred to as "premiums") for
granting the rights evidenced by the options it has written. A put option
embodies the right of its purchaser to compel the writer of the option to
purchase from the option holder an underlying security at a specified price for
a specified time period or at a specified time. In contrast, a call option
embodies the right of its purchaser to compel the writer of the option to sell
to the option holder an underlying security at a specified price for a specified
time period or at a specified time.
The 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, the
Portfolio 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). Nevertheless, the Portfolio as a put or call writer retains the risk
of a decline in the price of the underlying security. The size of the premiums
that the Portfolio may receive may be adversely affected as new or existing
institutions, including other investment companies, engage in or increase their
option-writing activities.
If security prices rise, a put writer would generally expect
to profit, although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that the
writer will also profit, because it should be able to close out the option at a
lower price. If security prices fall, the put writer would expect to suffer a
loss. This loss should be less than the loss from purchasing the underlying
instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline.
In the case of options written by the Portfolio that are
deemed covered by virtue of the Portfolio'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 Portfolio has written options may exceed the time within which the
<PAGE>3
Portfolio must make delivery in accordance with an exercise notice. In these
instances, the Portfolio may purchase or temporarily borrow the underlying
securities for purposes of physical delivery. By so doing, the Portfolio
will not bear any market risk, since the Portfolio 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 Portfolio 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 the Portfolio may write covered call options. For example,
if the Portfolio 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 Portfolio will compensate for the decline in the value of the cover
by purchasing an appropriate additional amount of mortgage-backed securities.
Options written by the Portfolio 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. The Portfolio may write (i) in-the-money call
options when Warburg, Pincus Counsellors, Inc., the Portfolio's investment
adviser ("Warburg"), expects that the price of the underlying security will
remain flat or decline moderately during the option period, (ii) at-the-money
call options when Warburg expects that the price of the underlying security will
remain flat or advance moderately during the option period and (iii)
out-of-the-money call options when Warburg expects that the premiums received
from writing the call option plus the appreciation in market price of the
underlying security up to the exercise price will be greater than the
appreciation in the price of the underlying security alone. In any of the
preceding situations, if the market price of the underlying security declines
and the security is sold at this lower price, the amount of any realized loss
will be offset wholly or in part by the premium received. Out-of-the-money,
at-the-money and in-the-money put options (the reverse of call options as to the
relation of exercise price to market price) may be used in the same market
environments that such call options are used in equivalent transactions. To
secure its obligation to deliver the underlying security when it writes a call
option, the Portfolio 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 the Portfolio
prior to the exercise of options that it has purchased or written, respectively,
of options of the same series) in which the Portfolio 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 over-the-counter market. When the Portfolio has purchased an
option and engages in a closing sale transaction, whether the Portfolio 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 Portfolio initially paid
for the original option plus the related transaction costs. Similarly, in cases
where
<PAGE>4
the Portfolio 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. The Portfolio 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 the Portfolio under an option it has written
would be terminated by a closing purchase transaction, but the Portfolio would
not be deemed to own an option as a result of the transaction. So long as
the obligation of the Portfolio as the writer of an option continues, the
Portfolio may be assigned an exercise notice by the broker-dealer through
which the option was sold, requiring the Portfolio to deliver the
underlying security against payment of the exercise price. This obligation
terminates when the option expires or the Portfolio effects a closing purchase
transaction. The Portfolio can no longer 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,
the Portfolio's ability to terminate options positions established in the
over-the-counter market may be more limited than for exchange-traded options and
may also involve the risk that securities dealers participating in
over-the-counter transactions would fail to meet their obligations to the
Portfolio. The Portfolio, however, intends to purchase over-the-counter options
only from dealers whose debt securities, as determined by Warburg, are
considered to be investment grade. If, as a covered call option writer, the
Portfolio is unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security until the option
expires or it delivers the underlying security upon exercise. In either case,
the Portfolio would continue to be at market risk on the security and could face
higher transaction costs, including brokerage commissions.
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 the
Trust or the Portfolio and other clients of Warburg and certain of its
affiliates may be considered to be such a group. A securities exchange may order
the liquidation of positions found to be in violation of
<PAGE>5
these limits and it may impose certain other sanctions. These limits may
restrict the number of options the Portfolio will be able to purchase on a
particular security.
Stock Index Options. The Portfolio may purchase and write
exchange-listed and OTC put and call options on stock indexes. The aggregate
value of the securities underlying the options on stock indexes written by the
Portfolio, determined as of the date the options are sold, when added to the
value of the securities underlying the options on securities written by the
Portfolio, may not exceed 25% of the Portfolio's net assets. A stock index
measures the movement of a certain group of stocks by assigning relative values
to the common stocks included in the index, fluctuating with changes in the
market values of the stocks included in the index. Some stock 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 stock indexes are similar to options on stock
except that (i) the expiration cycles of stock index options are monthly, while
those of stock 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 stock index gives the holder the
right to receive a cash "exercise settlement amount" equal to (a) the amount, if
any, by which the fixed exercise price of the option exceeds (in the case of a
put) or is less than (in the case of a call) the closing value of the underlying
index on the date of exercise, multiplied by (b) a fixed "index multiplier."
Receipt of this cash amount will depend upon the closing level of the stock
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. Stock index options may be offset by entering into closing
transactions as described above for securities options.
OTC Options. The Portfolio 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 stock 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 the Portfolio
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 the Portfolio, the Portfolio would
lose the premium it paid for the option and the expected benefit of the
transaction.
Listed options generally have a continuous liquid market while
dealer options have none. Consequently, the Portfolio 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 the Portfolio 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
<PAGE>6
Portfolio originally wrote the option. Although the Portfolio 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
Portfolio, there can be no assurance that the Portfolio 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 Portfolio. Until the Portfolio, 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
the Portfolio's ability to sell portfolio securities or, with respect to
currency options, currencies at a time when such sale might be advantageous.
In the event of insolvency of the other party, the Portfolio may be unable to
liquidate a dealer option.
Futures Activities. The Portfolio may enter into foreign
currency, interest rate and stock index futures contracts and purchase and write
(sell) related options traded on exchanges designated by the Commodity Futures
Trading Commission (the "CFTC") or consistent with CFTC regulations on foreign
exchanges. These transactions may be entered into for "bona fide hedging"
purposes as defined in CFTC regulations and other permissible purposes including
hedging against changes in the value of portfolio securities due to anticipated
changes in currency values, interest rates and/or market conditions and
increasing return.
The Portfolio will not enter into futures contracts and
related options for which the aggregate initial margin and premiums (discussed
below) required to establish positions other than those considered to be "bona
fide hedging" by the CFTC exceed 5% of the Portfolio's net asset value after
taking into account unrealized profits and unrealized losses on any such
contracts it has entered into. The Portfolio 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 Portfolio's policies. Although the Portfolio is limited in the amount
of assets it may invest in futures transactions (as described above and in the
Prospectus), there is no overall limit on the percentage of Portfolio assets
that may be at risk with respect to futures activities. The ability of the
Portfolio to trade in futures contracts and options on futures contracts may be
limited by the requirements of the Internal Revenue Code of 1986, as amended
(the "Code"), applicable to a regulated investment company.
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. Stock indexes are capitalization weighted
indexes which reflect the market value of the stock listed on the indexes. A
stock 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 the Portfolio upon
entering into a futures contract. Instead, the Portfolio is required to deposit
in a segregated account with its custodian
<PAGE>7
an amount of cash or cash equivalents, such as U.S. government securities or
other liquid high-grade debt obligations, 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 Portfolio 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 Portfolio fails to meet its
contractual obligations. Subsequent payments, known as "variation margin,"
to and from the broker, will be made daily as the currency, financial
instrument or stock 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." The Portfolio will also
incur brokerage costs in connection with entering into futures transactions.
At any time prior to the expiration of a futures contract, the
Portfolio may elect to close the position by taking an opposite position, which
will operate to terminate the Portfolio'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 Portfolio intends to enter into futures contracts only if there is
an active market for such contracts, there is no assurance that an active market
will exist at any particular time. Most futures exchanges limit the amount of
fluctuation permitted in futures contract prices during a single trading day.
Once the daily limit has been reached in a particular contract, no trades may be
made that day at a price beyond that limit or trading may be suspended for
specified periods during the day. It is possible that futures contract prices
could move to the daily limit for several consecutive trading days with little
or no trading, thereby preventing prompt liquidation of futures positions at an
advantageous price and subjecting the Portfolio to substantial losses. In such
event, and in the event of adverse price movements, the Portfolio would be
required to make daily cash payments of variation margin. In such situations, if
the Portfolio 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 the Portfolio 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 the Portfolio's performance.
Options on Futures Contracts. The Portfolio 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 stock 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
<PAGE>8
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 futures contracts
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 the Portfolio.
Currency Exchange Transactions. The value in U.S. dollars of
the assets of the Portfolio that are invested in foreign securities may be
affected favorably or unfavorably by changes in exchange control regulations,
and the Portfolio 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. The Portfolio 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.
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, the Portfolio
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 purchase a
second, offsetting contract. If the Portfolio retains the portfolio security and
engages in an offsetting transaction, the Portfolio, at the time of execution of
the offsetting transaction, will incur a gain or a loss to the extent that
movement has occurred in forward contract prices.
Currency Options. The Portfolio 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. The Portfolio'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 Portfolio
<PAGE>9
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. The Portfolio 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 the Portfolio's securities are denominated will reduce the U.S. dollar
value of the securities, even if their value in the foreign currency remains
constant. The use of currency hedges does not eliminate fluctuations in the
underlying prices of the securities, but it does establish a rate of exchange
that can be achieved in the future. For example, in order to protect against
diminutions in the U.S. dollar value of securities it holds, the Portfolio may
purchase currency put options. If the value of the currency does decline, the
Portfolio 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, the Portfolio 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 the Portfolio
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, the Portfolio 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 the Portfolio's investments and a currency hedge may not be entirely
successful in mitigating changes in the value of the Portfolio'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 the
Portfolio against a price decline if the issuer's creditworthiness deteriorates.
Hedging. In addition to entering into options, futures and
currency exchange transactions for other purposes, including generating current
income to offset expenses or increase return, the Portfolio 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, contracts 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
<PAGE>10
respect to futures contracts, since the value of portfolio securities will
far exceed the value of the futures contracts sold by the Portfolio, an
increase in the value of the futures contracts could only mitigate, but
not totally offset, the decline in the value of the Portfolio's assets.
In hedging transactions based on an index, whether the
Portfolio will realize a gain or loss from the purchase or writing of options on
an index depends upon movements in the level of stock 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 stock. The risk of imperfect
correlation increases as the composition of the Portfolio'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, the
Portfolio'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 the Portfolio's net investment results if market movements are
not as anticipated when the hedge is established. Stock 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 stock index and futures
markets. Secondly, from the point of view of speculators, the deposit
requirements in the futures market are less onerous than margin requirements in
the securities market. Therefore, increased participation by speculators in the
futures market also may cause temporary price distortions. Because of the
possibility of price distortions in the futures market and the imperfect
correlation between movements in the stock index and movements in the price of
stock index futures, a correct forecast of general market trends by Warburg
still may not result in a successful hedging transaction.
The Portfolio will engage in hedging transactions only when
deemed advisable by Warburg, and successful use by the Portfolio of hedging
transactions will be subject to Warburg's ability to predict trends in currency,
interest rate or securities markets, as the case may be, and to correctly
predict 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 the
Portfolio's performance.
Asset Coverage for Forward Contracts, Options, Futures and
Options on Futures. As described in the Prospectus, the Portfolio will comply
with guidelines established by the U.S. Securities and Exchange Commission (the
"SEC") with respect to coverage of forward currency contracts; options written
by the Portfolio on securities and indexes; and currency, interest rate and
index futures contracts and options on these futures contracts. These guidelines
may, in certain instances, require segregation by the Portfolio of cash or
liquid high-grade debt securities or other securities that are acceptable as
collateral to the appropriate regulatory authority.
<PAGE>11
For example, a call option written by the Portfolio on
securities may require the Portfolio 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 the Portfolio
on an index may require the Portfolio 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 the Portfolio may require the Portfolio to segregate assets (as
described above) equal to the exercise price. The Portfolio 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 Portfolio. If the Portfolio holds a futures or
forward contract, the Portfolio could purchase a put option on the same futures
or forward contract with a strike price as high or higher than the price of the
contract held. The Portfolio 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 Investment Practices
Foreign Investments. Investors should recognize that
investing in foreign companies involves certain risks, including those
discussed below, which are not typically associated with investing in U.S.
issuers.
Foreign Currency Exchange. Since the Portfolio may be
investing in securities denominated in currencies other than the U.S. dollar,
and since the Portfolio may temporarily hold funds in bank deposits or other
money market investments denominated in foreign currencies, the Portfolio'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 Portfolio'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 by the Portfolio with respect to its
foreign investments. 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 United States and a particular foreign country,
including economic and political developments in other countries. Of particular
importance are rates of inflation, interest rate levels, the balance of payments
and the extent of government surpluses or deficits in the United States and the
particular foreign country, all of which are in turn sensitive to the monetary,
fiscal and trade policies pursued by the governments of the United States and
foreign countries important to international trade and finance. 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. The Portfolio may use hedging
techniques with the objective of protecting
<PAGE>12
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. See "Currency Transactions" and
"Futures Transactions" above.
Information. The majority of the foreign securities held by
the Portfolio 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 not subject to uniform financial
reporting standards, practices and requirements comparable to those applicable
to U.S. companies.
Political Instability. In addition, with respect to some
foreign countries, there is the possibility of expropriation or confiscatory
taxation, limitations on the removal of funds or other assets of the Portfolio,
political or social instability, or domestic developments which could affect
U.S. investments in those countries.
Delays. 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. Due to the increased
exposure of the Portfolio to market and foreign exchange fluctuations brought
about by such delays, and due to the corresponding negative impact on the
Portfolio's liquidity, the Portfolio will avoid investing in countries which are
known to experience settlement delays which may expose the Portfolio to
unreasonable risk of loss.
General. In general, 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. The Portfolio 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.
U.S. Government Securities. The Portfolio may invest in debt
obligations of varying maturities issued or guaranteed by the United States
government, its agencies or instrumentalities ("U.S. government securities").
Direct obligations of the U.S. Treasury include a variety of securities that
differ in their interest rates, maturities and dates of issuance. U.S.
government securities also include securities issued or guaranteed by the
Federal Housing Administration, Farmers Home Loan Administration, Export-Import
Bank of the United States, Small Business Administration, Government National
Mortgage Association, General Services Administration, Central Bank for
Cooperatives, Federal Farm Credit Banks, Federal Home Loan Banks, Federal Home
Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land
Banks, Federal National Mortgage Association, Maritime Administration, Tennessee
Valley Authority, District of Columbia Armory Board and Student Loan Marketing
Association. The Portfolio may also invest in instruments that are supported by
the right of the issuer to borrow from the U.S. Treasury and instruments that
are supported by the credit of the instrumentality. Because the U.S. government
is not obligated by law to provide support to an instrumentality it sponsors,
the Portfolio will invest in obligations issued by such an instrumentality only
if Warburg determines
<PAGE>13
that the credit risk with respect to the instrumentality does not make its
securities unsuitable for investment by the Portfolio.
Securities of Other Investment Companies. The Portfolio may invest in
securities of other investment companies to the extent permitted under the
Investment Company Act of 1940, as amended (the "1940 Act"). Presently, under
the 1940 Act, the Portfolio 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 Portfolio's total assets and
(iii) when added to all other investment company securities held by the
Portfolio, do not exceed 10% of the value of the Portfolio's total assets.
Lending of Portfolio Securities. The Portfolio may lend portfolio
securities to brokers, dealers and other financial organizations that meet
capital and other credit requirements or other criteria established by the
Trust's Board of Trustees (the "Board"). These loans, if and when made, may not
exceed 20% of the Portfolio's total assets taken at value. The Portfolio will
not lend portfolio securities to affiliates of Warburg unless it has applied for
and received specific authority to do so from the SEC. Loans of portfolio
securities will be collateralized by cash, letters of credit or U.S. government
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 Portfolio involved. From time to time,
the Portfolio 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 Portfolio and that is acting as a "finder."
By lending its securities, the Portfolio 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. Although the
generation of income is not an investment objective of the Portfolio, income
received could be used to pay the Portfolio's expenses and would increase its
total return. The Portfolio will adhere to the following conditions whenever its
portfolio securities are loaned: (i) the Portfolio 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 Portfolio must be able to terminate the loan at any time;
(iv) the Portfolio 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 Portfolio may pay only reasonable custodian
fees in connection with the loan; and (vi) voting rights on the loaned
securities may pass to the borrower, provided, however, that if a material event
adversely affecting the investment occurs, the Board must terminate the loan and
regain the right to vote the securities. Loan agreements involve certain risks
in the event of default or insolvency of the other party including possible
delays or restrictions upon the Portfolio's ability to recover the loaned
securities or dispose of the collateral for the loan.
When-Issued Securities and Delayed-Delivery Transactions. The
Portfolio may utilize up to 20% of its total assets to purchase securities on a
"when-issued" basis or purchase or sell
<PAGE>14
securities for delayed delivery (i.e., payment or delivery occur beyond the
normal settlement date at a stated price and yield). When-issued
transactions normally settle within 30-45 days. The Portfolio will enter into
a when-issued transaction for the purpose of acquiring portfolio securities
and not for the purpose of leverage, but may sell the securities before
the settlement date if Warburg deems it advantageous to do so. The
payment obligation and the interest rate that will be received on when-issued
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 the Portfolio agrees to purchase when-issued or delayed-delivery
securities, its custodian will set aside cash, U.S. government securities or
other liquid high-grade debt obligations or other 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 the
Portfolio 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 Portfolio's commitment. It may be expected that the
Portfolio'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 the Portfolio 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 the Portfolio's incurring a loss or missing an
opportunity to obtain a price considered to be advantageous.
American, European and Continental Depositary Receipts. The assets of
the Portfolio may be invested in the securities of foreign issuers in the form
of American Depositary Receipts ("ADRs") and European Depositary Receipts
("EDRs"). 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 typically by non-U.S. banks and trust companies that evidence ownership
of either foreign or domestic securities. Generally, ADRs in registered form are
designed for use in U.S. securities markets and EDRs and CDRs in bearer form are
designed for use in European securities markets.
Short Sales "Against the Box." In a short sale, the Portfolio 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.
The Portfolio may engage in a short sale if at the time of the short sale the
Portfolio 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." If the Portfolio engages in a short sale, the
collateral for the short position will be maintained by the Portfolio's
custodian or qualified sub-custodian. While the short sale is open, the
Portfolio will maintain in a segregated account an amount of securities equal in
kind and amount to the securities sold short or securities convertible into or
exchangeable for such equivalent securities.
<PAGE>15
These securities constitute the Portfolio's long position. Not more than
10% of the Portfolio's net assets (taken at current value) may be held as
collateral for such short sales at any one time.
The Portfolio does not intend to engage in short sales against the box
for investment purposes. The Portfolio 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 Portfolio (or a security
convertible or exchangeable for such security), or when the Portfolio wants to
sell the security at an attractive current price, but also wishes to defer
recognition of gain or loss for U.S. federal income tax purposes and for
purposes of satisfying certain tests applicable to regulated investment
companies under the Code. In such case, any future losses in the Portfolio'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 Portfolio owns. There will
be certain additional transaction costs associated with short sales against the
box, but the Portfolio will endeavor to offset these costs with the income from
the investment of the cash proceeds of short sales.
Warrants. The Portfolio may invest up to 5% of net assets in warrants,
provided that not more than 2% of net assets may be invested in warrants not
listed on a recognized U.S. or foreign stock exchange. Because a warrant does
not carry with it the right to dividends or voting rights with respect to the
securities which it entitles a holder to purchase, and because it does not
represent any rights in the assets of the issuer, warrants may be considered
more speculative than certain other types of investments. Also, the value of a
warrant does not necessarily change with the value of the underlying securities
and a warrant ceases to have value if it is not exercised prior to its
expiration date.
Non-Publicly Traded and Illiquid Securities. The Portfolio may not
invest more than 15% of its net assets in illiquid securities, including
securities that are illiquid by virtue of the absence of a readily available
market, repurchase agreements which have a maturity of longer than seven days
and time deposits maturing in more than seven days. Securities that have legal
or contractual restrictions on resale but have a readily available market are
not considered illiquid for purposes of this limitation. Repurchase agreements
subject to demand are deemed to have a maturity equal to the notice period.
Historically, illiquid securities have included securities subject to
contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
securities which are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Securities which have not been
registered under the Securities Act are referred to as private placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. Mutual funds do not typically hold a significant amount of
these restricted or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. 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 mutual fund might also have to
<PAGE>16
register such restricted securities in order to dispose of them
resulting in additional expense and delay. Adverse market conditions
could impede such a public offering of securities.
In recent years, however, a large institutional market has developed
for certain securities that are not registered under the Securities Act
including repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments.
Rule 144A Securities. Rule 144A under the Securities Act adopted by the
SEC allows for a broader institutional trading market for securities otherwise
subject to restriction on resale to the general public. Rule 144A establishes a
"safe harbor" from the registration requirements of the Securities Act for
resales of certain securities to qualified institutional buyers. Warburg
anticipates that the market for certain restricted securities such as
institutional commercial paper will expand further as a result of this
regulation and use of automated systems for the trading, clearance and
settlement of unregistered securities of domestic and foreign issuers, such as
the PORTAL System sponsored by the National Association of Securities Dealers,
Inc.
Warburg will monitor the liquidity of restricted securities in the
Portfolio under the supervision of the Board. In reaching liquidity decisions,
Warburg 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).
Borrowing. The Portfolio 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. Investments (including
roll-overs) will not be made when borrowings exceed 5% of the Portfolio's net
assets. Although the principal of such borrowings will be fixed, the Portfolio's
assets may change in value during the time the borrowing is outstanding. The
Portfolio 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.
Special Situation Companies. The Portfolio's investments involves
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 accounting standards,
illiquidity of securities and markets, higher brokerage commissions and fees and
greater market risk in general.
<PAGE>17
The Portfolio may invest in the securities of "special situation
companies" 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, would improve the
value of the company's stock. 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. The Portfolio believes, however,
that if Warburg analyzes "special situation companies" carefully and invests in
the securities of these companies at the appropriate time, the Portfolio may
achieve capital growth. There can be no assurance, however, that a special
situation that exists at the time the Portfolio makes its investment will be
consummated under the terms and within the time period contemplated.
Non-Diversified Status. The Portfolio is classified as non-diversified
within the meaning of the 1940 Act, which means that it is not limited by such
Act in the proportion of its assets that it may invest in securities of a single
issuer. The Portfolio's investments will be limited, however, in order to
qualify as a "regulated investment company" for purposes of the Code. See
"Additional Information Concerning Taxes." To qualify, the Portfolio 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 Portfolio will not own more than 10% of
the outstanding voting securities of a single issuer.
Other Investment Limitations
The investment limitations numbered 1 through 9 may not be changed
without the affirmative vote of the holders of a majority of the Portfolio's
outstanding shares. 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 Portfolio are present or represented by proxy, or (ii)
more than 50% of the outstanding shares. Investment limitations 10 through 16
may be changed by a vote of the Board at any time.
The Portfolio may not:
1. Borrow money except that the Portfolio 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 Portfolio may not exceed 30% of the value of the
Portfolio'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.
<PAGE>18
2. Purchase any securities which would cause 25% or more of the
value of the Portfolio'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. Make loans, except that the Portfolio 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 Portfolio'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 Portfolio 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 Portfolio may maintain short positions in forward currency
contracts, options, futures contracts and options on futures contracts and make
short sales "against the box".
7. Purchase securities on margin, except that the Portfolio 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 Portfolio may purchase
and sell futures contracts, including those relating to securities, currencies
and indexes, and options on futures contracts, securities, currencies or
indexes, and purchase and sell currencies on a forward commitment or
delayed-delivery basis.
9. Issue any senior security except as permitted in these
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 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
<PAGE>19
arrangements with respect to currency transactions, options, futures
contracts, and options on futures contracts.
12. Invest more than 15% of the Portfolio'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. Purchase any security if as a result the Portfolio would then
have more than 5% of its total assets invested in securities of companies
(including predecessors) that have been in continuous operation for fewer than
three years.
14. Purchase or retain securities of any company if, to the
knowledge of the Trust, any of the Portfolio's officers or Trustees or any
officer or director of Warburg individually owns more than 1/2 of 1% of the
outstanding securities of such company and together they own beneficially more
than 5% of the securities.
15. Invest in warrants (other than warrants acquired by the
Portfolio 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 5% of the value of the Portfolio's net assets.
16. Make additional investments (including roll-overs) if the
Portfolio's borrowings exceed 5% of its net assets.
General. Certain other non-fundamental investment limitations are
currently required by one or more states in which shares of the Portfolio are
sold. These may be more restrictive than the limitations set forth above. Should
the Portfolio determine that any such commitment is no longer in the best
interest of the Portfolio and its shareholders, the Portfolio will revoke the
commitment by terminating the sale of Portfolio shares in the state involved. In
addition, the relevant state may change or eliminate its policy regarding such
investment limitations. If a percentage restriction 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 Portfolio's assets will not constitute a violation of such restriction.
Portfolio Valuation
The Prospectus discusses the time at which the net asset value of the
Portfolio is determined for purposes of sales and redemptions. The following is
a description of the procedures used by the Portfolio in valuing its assets.
Securities listed on a U.S. securities exchange (including securities
traded through the NASDAQ National Market System) or foreign securities exchange
or traded in an over-the-counter market will be valued at the most recent sale
as of the time the valuation is made or, in the absence of sales, at the mean
between the bid and asked quotations. If there are no such quotations, the value
of the securities will be taken to be the highest bid quotation on the
<PAGE>20
exchange or market. Options or futures contracts will be valued
similarly. A security which is listed or traded on more than one exchange
is valued at the quotation on the exchange determined to be the primary market
for such security. 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 debt obligations with 60 days or
less remaining to maturity. In determining the market value of portfolio
investments, the Portfolio may employ outside organizations (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 the Trust under the general supervision and
responsibility of the Board, which may replace a Pricing Service at any time.
Securities, options and futures contracts for which market quotations
are not available and certain other assets of the Portfolio will be valued at
their fair value as determined in good faith pursuant to consistently applied
procedures established by the Board. In addition, the Board or its
delegates may value a security at fair value if it determines that
such security's value determined by the methodology set forth above does not
reflect its fair value.
Trading in securities in certain foreign countries is completed at
various times prior to the close of business on each business day in New York
(i.e., a day on which the NYSE is open for trading). 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 the Portfolio's
net asset value is not calculated. As a result, calculation of the Portfolio's
net asset value may not take place contemporaneously with the determination of
the prices of certain 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 Portfolios' calculation of net asset value, in which case an
adjustment may be made by the Board or its delegates. 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. If such
quotations are not available, the rate of exchange will be determined in good
faith pursuant to consistently applied procedures established by the Board.
Portfolio Transactions
Warburg is responsible for establishing, reviewing and, where
necessary, modifying the Portfolio'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
over-the-counter, depending on where it appears that the best price or execution
will be obtained. The purchase price paid by the Portfolio 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
<PAGE>21
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. There is generally no stated
commission in the case of securities traded in domestic or foreign
over-the-counter markets, but the price of securities traded in
over-the-counter 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.
Warburg will select specific portfolio investments and
effect transactions for the Portfolio and in doing so seeks to obtain the
overall best execution of portfolio transactions. In evaluating prices
and executions, Warburg will consider the factors it deems relevant,
which may include the breadth of the market in the security, the price of the
security, the financial condition and execution capability of a broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. Warburg may, in its discretion,
effect transactions in portfolio securities with dealers who provide
brokerage and research services (as those terms are defined in Section 28(e)
of the Securities Exchange Act of 1934) to the Portfolio and/or other
accounts over which Warburg exercises investment discretion. Warburg may
place portfolio transactions with a broker or dealer with whom it has
negotiated a commission that is in excess of the commission another broker
or dealer would have charged for effecting the transaction if Warburg
determines in good faith that such amount of commission was reasonable in
relation to the value of such brokerage and research services provided by
such broker or dealer viewed in terms of either that particular transaction
or of the overall responsibilities of Warburg. Research and other services
received may be useful to Warburg in serving both the Portfolio and its
other clients and, conversely, research or other services obtained by
the placement of business of other clients may be useful to Warburg
in carrying out its obligations to the Portfolio. Research may include
furnishing advice, either directly or through publications or writings, as
to the value of securities, the advisability of purchasing or selling
specific securities and the availability of securities or purchasers or
sellers of securities; furnishing seminars, information, analyses and
reports concerning issuers, industries, securities, trading markets and
methods, legislative developments, changes in accounting practices,
economic factors and trends and portfolio strategy; access to research
analysts, corporate management personnel, industry experts, economists and
government officials; comparative performance evaluation and technical
measurement services and quotation services; and products and other
services (such as third party publications, reports and analyses, and
computer and electronic access, equipment, software, information and
accessories that deliver, process or otherwise utilize information,
including the research described above) that assist Warburg in carrying
out its responsibilities. For the fiscal period ended December 31, 1995,
$6,172 of total brokerage commissions was paid to brokers and dealers who
provided such research and other services. Research received from brokers
or dealers is supplemental to Warburg's own research program. The fees
to Warburg under its advisory agreements with the Trust are not reduced by
reason of its receiving any brokerage and research services.
During the fiscal period ended December 31, 1995, the Trust, on behalf
of the Portfolio, paid an aggregate of approximately $94,028 in commissions to
broker-dealers for execution of portfolio transactions. As of December 31,
1995, the Portfolio had outstanding a repurchase agreement in the amount of
$5,775,000 with State Street Boston Securities, one of the Portfolio's regular
broker-dealers and an affiliate of its transfer agent.
<PAGE>22
Investment decisions for the Portfolio concerning specific portfolio
securities are made independently from those for other clients advised by
Warburg. Such other investment clients may invest in the same securities as the
Portfolio. When purchases or sales of the same security are made at
substantially the same time on behalf of such other clients, transactions are
averaged as to price and available investments allocated as to amount, in a
manner which Warburg believes to be equitable to each client, including the
Portfolio. In some instances, this investment procedure may adversely affect the
price paid or received by the Portfolio or the size of the position obtained or
sold for the Portfolio. To the extent permitted by law, Warburg may aggregate
the securities to be sold or purchased for the Portfolio with those to be sold
or purchased for such other investment clients in order to obtain best
execution.
Any portfolio transaction for the Portfolio may be executed through
Counsellors Securities Inc., the Trust's distributor ("Counsellors Securities"),
if, in Warburg's judgment, the use of Counsellors Securities is likely to result
in price and execution at least as favorable as those of other qualified
brokers, and if, in the transaction, Counsellors Securities charges the
Portfolio a commission rate consistent with those charged by Counsellors
Securities to comparable unaffiliated customers in similar transactions. All
transactions with affiliated brokers will comply with Rule 17e-1 under the 1940
Act. In no instance will portfolio securities be purchased from or sold to
Warburg or Counsellors Securities or any affiliated person of such companies.
Transactions for the Portfolio may be effected on foreign securities
exchanges. In transactions for securities not actively traded on a foreign
securities exchange, the Portfolio 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.
The Portfolio may participate, if and when practicable, in bidding for
the purchase of securities for the Portfolio's portfolio directly from an issuer
in order to take advantage of the lower purchase price available to members of
such a group. The Portfolio will engage in this practice, however, only when
Warburg, in its sole discretion, believes such practice to be otherwise in the
Portfolio's interest.
Portfolio Turnover
The Portfolio does not intend to seek profits through short-term
trading, but the rate of turnover will not be a limiting factor when the
Portfolio deems it desirable to sell or purchase securities. The Portfolio'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.
<PAGE>23
Certain practices that may be employed by the Portfolio 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. The Portfolio's investment in special
situation companies could result in high portfolio turnover. To the extent that
its portfolio is traded for the short-term, the Portfolio 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. Consequently, the annual portfolio turnover rate of the Portfolio may
be higher than mutual funds having a similar objective that do not invest in
special situation companies.
MANAGEMENT OF THE TRUST
Officers and Board of Trustees
The names (and ages) of the Trust's Trustees and officers, their
addresses, present positions and principal occupations during the past five
years and other affiliations are set forth below.
<TABLE>
<S> <C>
Richard N. Cooper (61)...................................Trustee
Room 7E47OHB Professor at Harvard University;
Central Intelligence Agency Director or Trustee of Circuit
930 Dolly Madison Blvd. City Stores, Inc. (retail electronics and
McClain, Virginia 22107 appliances) and Phoenix Home Life Insurance Co.
Donald J. Donahue (71)...................................Trustee
99 Indian Field Road Chairman of Magma Copper Company since
Greenwich, Connecticut 06830 January 1987; Director or Trustee of GEV
Corporation and Signet Star Reinsurance Company; Chairman
and Director of NAC Holdings from September 1990-June
1993.
Jack W. Fritz (68).......................................Trustee
2425 North Fish Creek Road Private investor; Consultant
P.O. Box 483 and Director of Fritz Broadcasting, Inc. and
Wilson, Wyoming 83014 Fritz Communications (developers and operators of radio
stations); Director of Advo, Inc. (direct mail
advertising).
John L. Furth* (65)......................................Chairman of the Board and Trustee
466 Lexington Avenue Vice Chairman and Director of EMW;
<PAGE>24
New York, New York 10017-3147 Associated with E.M. Warburg, Pincus & Co., Inc.
("EMW") since 1970; Officer of other investment
companies advised by Warburg.
Thomas A. Melfe (63).....................................Trustee
30 Rockefeller Plaza Partner in the law firm of
New York, New York 10112 Donovan Leisure Newton & Irvine; Director of Municipal
Fund for New York Investors, Inc.
Arnold M. Reichman* (47).................................Trustee and President
466 Lexington Avenue Managing Director and Assistant
New York, New York 10017-3147 Secretary of
EMW; Associated with
EMW since 1984; Senior
Vice President,
Secretary and Chief
Operating Officer of
Counsellors Securities;
Officer of other
investment companies
advised by Warburg.
Alexander B. Trowbridge (66).............................Trustee
1317 F Street, N.W. President of Trowbridge Partners, Inc.
Suite 500 (business consulting) from January 1990-
Washington, DC 20004 January 1994; President of the National Association of
Manufacturers from 1980-1990; Director or Trustee of New
England Mutual Life Insurance Co., ICOS Corporation
(biopharmaceuticals), P.H.H. Corporation (fleet auto
management; housing and plant relocation service), WMX
Technologies Inc. (solid and hazardous waste collection
and disposal), The Rouse Company (real estate
development), SunResorts International Ltd. (hotel and
real estate management), Harris Corp. (electronics and
communications equipment), The Gillette Co. (personal
care products) and Sun Company Inc. (petroleum refining
and marketing).
__________________________
* Indicates a Trustee who is an "interested person" of the Trust as defined in the 1940
Act.
<PAGE>25
Eugene L. Podsiadlo (38).................................Senior Vice President
466 Lexington Avenue Managing Director of EMW; Associated with
New York, New York 10017-3147 EMW since 1991; Vice President of Citibank, N.A. from
1987-1991; Senior Vice
President of
Counsellors Securities
and other investment
companies advised by
Warburg.
Stephen Distler (42).....................................Vice President and Chief Financial Officer
466 Lexington Avenue Managing Director, Controller and Assistant
New York, New York 10017-3147 Secretary of EMW; Associated with EMW since 1984;
Treasurer of
Counsellors Securities;
Vice President,
Treasurer and Chief
Accounting Officer or
Vice President and
Chief Financial Officer
of other investment
companies advised by
Warburg.
Eugene P. Grace (44).....................................Vice President and Secretary
466 Lexington Avenue Associated with EMW since April 1994;
New York, New York 10017-3147 Attorney-at-law from September 1989-April 1994; life
insurance agent, New
York Life Insurance
Company from 1993-1994;
General Counsel and
Secretary, Home Unity
Savings Bank from
1991-1992; Vice
President and Chief
Compliance Officer of
Counsellors Securities;
Vice President and
Secretary of other
investment companies
advised by Warburg.
Howard Conroy (42).......................................Vice President, Treasurer and Chief
466 Lexington Avenue Accounting Officer
New York, New York 10017-3147 Associated with EMW since 1992; Associated with Martin
Geller, C.P.A. from 1990-1992; Vice President, Finance
with Gabelli/Rosenthal & Partners, L.P. until 1990; Vice
President, Treasurer and Chief Accounting Officer of
other investment companies advised by Warburg.
Karen Amato (32).........................................Assistant Secretary
466 Lexington Avenue Associated with EMW since 1987; Assistant
New York, New York 10017-3147 Secretary of other investment companies advised by
Warburg.
</TABLE>
No employee of Warburg or PFPC Inc., the Trust's
co-administrator ("PFPC"), or any of their affiliates receives any compensation
from the Trust for acting as an officer or Trustee of the Trust. Each Trustee
who is not a director, trustee, officer or employee of Warburg, PFPC or any of
their affiliates receives an annual fee of $500 and $250 for each meeting of the
Board
<PAGE>26
attended by him for his services as Trustee and is reimbursed for expenses
incurred in connection with his attendance at Board meetings.
Trustees' Compensation
(estimated for the fiscal year ended December 31, 1996)+
<TABLE>
<CAPTION>
Total Total Compensation from
Name of Director Compensation from all Investment Companies
Trust Managed by Warburg
<S> <C> <C>
John L. Furth None** None**
Arnold M. Reichman None** None**
Richard N. Cooper $1,500 $42,500
Donald J. Donahue $1,500 $42,500
Jack W. Fritz $1,500 $42,500
Thomas A. Melfe $1,500 $42,500
Alexander B. Trowbridge $1,500 $42,500
<FN>
- --------------------------
+ Estimates of future payments to be made pursuant to existing arrangements.
* Each Trustee also serves as a Director or Trustee of 17 other investment companies advised by Warburg.
** Mr. Furth and Mr. Reichman are considered to be interested persons of the Trust and Warburg, as defined
under Section 2(a)(19) of the 1940 Act, and, accordingly, receive no compensation from the Trust or any
other investment company managed by Warburg.
</TABLE>
As of January 31, 1996, no Trustees or officers of the Trust owned any
of the outstanding shares of the Portfolio.
Portfolio Managers
Ms. Elizabeth B. Dater, co-portfolio manager of the
Portfolio, is also co-portfolio manager of Warburg Pincus Emerging Growth Fund,
manages a post-venture capital fund and is the former director of research for
Warburg's investment management activities. Prior to joining Warburg in 1978,
she was a vice president of Research at Fiduciary Trust Company of New York and
an institutional sales assistant at Lehman Brothers. Ms. Dater has been a
regular panelist on Maryland Public Television's "Wall Street Week" since 1976.
Ms. Dater earned a B.A. degree from Boston University in Massachusetts.
<PAGE>27
Mr. Stephen J. Lurito, co-portfolio manager of the Portfolio,
is also co-portfolio manager of Warburg, Pincus Emerging Growth Fund. Mr.
Lurito, also the research coordinator and a portfolio manager for micro-cap
equity and post-venture products, has been with Warburg since 1987. Prior to
that he was a research analyst at Sanford C. Bernstein & Company, Inc. Mr.
Lurito earned a B.A. degree from the University of Virginia and a M.B.A. from
the University of Pennsylvania.
Investment Adviser and Co-Administrators
Warburg serves as investment adviser to the Portfolio,
Counsellors Funds Service, Inc. ("Counsellors Service") serves as a
co-administrator to the Trust and PFPC serves as a co-administrator to the Trust
pursuant to separate written agreements (the "Advisory Agreements," the
"Counsellors Service Co-Administration Agreements" and the "PFPC
Co-Administration Agreements," respectively). The services provided by, and the
fees payable by the Trust to, Warburg under the Advisory Agreements, Counsellors
Service under the Counsellors Service Co-Administration Agreements and PFPC
under the PFPC Co-Administration Agreements are described in the Prospectus.
During the fiscal period ended December 31, 1996, Warburg
earned $218,618 in investment advisory fees with respect to the Portfolio.
Warburg voluntarily waived $47,601 of such fees and reimbursed $8,512 in
expenses. Counsellors Service earned $24,291 in co-administration fees with
respect to the Portfolio. PFPC received $24,291 in co-administration fees with
respect to the Portfolio and voluntarily waived $5,289 of such fees.
Custodian and Transfer Agent
PNC Bank, National Association ("PNC") and State Street Bank
and Trust Company ("State Street") serve as custodians of the Portfolio's U.S.
and foreign assets, respectively, pursuant to separate custodian agreements (the
"Custodian Agreements"). Under the Custodian Agreements, PNC and State Street
each (i) maintains a separate account in the name of the Portfolio, (ii) holds
and transfers portfolio securities on account of the Portfolio, (iii) makes
receipts and disbursements of money on behalf of the Portfolio, (iv) collects
and receives all income and other payments and distributions on account of the
Portfolio's portfolio securities held by it and (v) makes periodic reports to
the Board concerning the Trust's custodial arrangements. PNC may delegate its
duties under its Custodian Agreement with the Trust to a wholly owned direct or
indirect subsidiary of PNC or PNC Bank Corp. upon notice to the Trust 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 depositaries as sub-custodian on behalf of the Portfolio;
State Street is not relieved of any responsibility or liability to the Trust on
account of any actions or omissions of any such sub-custodian. PNC is an
indirect, wholly owned subsidiary of PNC Bank Corp., and its principal business
address is Broad and Chestnut Streets, Philadelphia, Pennsylvania 19101. The
principal business address of State Street is 225 Franklin Street, Boston,
Massachusetts 02110.
<PAGE>28
State Street also serves as the shareholder servicing,
transfer and dividend disbursing agent of the Trust pursuant to a Transfer
Agency and Service Agreement, under which State Street (i) issues and redeems
shares of the Portfolio, (ii) addresses and mails all communications by the
Trust to record owners of Portfolio 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 Trust. State Street has
delegated to Boston Financial Data Services, Inc., a 50% owned subsidiary
("BFDS"), responsibility for most shareholder servicing functions. BFDS's
principal business address is 2 Heritage Drive, Boston, Massachusetts 02171.
Organization of the Trust
The Trust was organized as an unincorporated Massachusetts
business trust under the name "Warburg, Pincus Trust."
Massachusetts law provides that shareholders could, under
certain circumstances, be held personally liable for the obligations of the
Portfolio. However, the Declaration of Trust disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation or instrument entered into or executed by
the Trust or a Trustee. The Declaration of Trust provides for indemnification
from the Portfolio's property for all losses and expenses of any shareholder
held personally liable for the obligations of the Trust. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which the Portfolio would be unable to meet its
obligations, a possibility that Warburg believes is remote and immaterial. Upon
payment of any liability incurred by the Trust, the shareholder paying the
liability will be entitled to reimbursement from the general assets of the
Portfolio. The Trustees intend to conduct the operations of the Trust in such a
way so as to avoid, as far as possible, ultimate liability of the shareholders
for liabilities of the Trust.
All shareholders of the Portfolio, upon liquidation, will
participate ratably in the Portfolio'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 Trustees can elect all Trustees. Shares are transferable but
have no preemptive, conversion or subscription rights.
<PAGE>29
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
As described in the Prospectus, shares of the Portfolio may
not be purchased or redeemed by individual investors directly , but may be
purchased or redeemed only through Variable Contracts offered by separate
accounts of Participating Insurance Companies and through Plans, including
participant-directed Plans which elect to make the Portfolio an investment
option for Plan participants. The offering price of the Portfolio's shares is
equal to its per share net asset value. Additional information on how to
purchase and redeem the Portfolio's shares and how such shares are priced is
included in the Prospectus under "Net Asset Value."
Under the 1940 Act, the Portfolio 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. (The Portfolio may also suspend or postpone the
recordation of an exchange of its shares upon the occurrence of any of the
foregoing conditions.)
If the Board determines that conditions exist which make
payment of redemption proceeds wholly in cash unwise or undesirable, the
Portfolio may make payment wholly or partly in securities or other investment
instruments which may not constitute securities as such term is defined in the
applicable securities laws. If a redemption is paid wholly or partly in
securities or other property, a shareholder would incur transaction costs in
disposing of the redemption proceeds. The Trust intends to comply with Rule
18f-1 promulgated under the 1940 Act with respect to redemptions in kind.
ADDITIONAL INFORMATION CONCERNING TAXES
The discussion set out below of tax considerations generally
affecting the Trust and its shareholders is intended to be only a summary and is
not intended as a substitute for careful tax planning by prospective
shareholders. Shareholders are advised to consult the sponsoring Participating
Insurance Company separate account prospectus or the Plan documents or other
informational materials supplied by Plan sponsors and their own tax advisers
with respect to the particular tax consequences to them of an investment in the
Portfolio.
The Portfolio intends to qualify as a "regulated investment
company" under Subchapter M of the Code. If it qualifies as a regulated
investment company, the Portfolio will pay no federal income taxes on its
taxable net investment income (that is, taxable income other than net realized
capital gains) and its net realized capital gains that are distributed to
shareholders. To qualify under Subchapter M, the Portfolio must, among other
things: (i) distribute to its shareholders at least 90% of its taxable net
investment income (for this purpose consisting of taxable net investment income
and net realized short-term capital gains); (ii) derive at least 90% of its
gross income from dividends, interest, payments with respect to loans of
securities, gains from the sale or other disposition of securities, or other
income (including, but
<PAGE>30
not limited to, gains from options, futures, and forward contracts)
derived with respect to its business of investing in securities; (iii)
derive less than 30% of its annual gross income from the sale or other
disposition of securities, options, futures or forward contracts held for
less than three months; and (iv) diversify its holdings so that, at the end
of each fiscal quarter of the Portfolio (a) at least 50% of the market
value of the Portfolio's assets is represented by cash, U.S. government
securities and other securities, with those other securities limited, with
respect to any one issuer, to an amount no greater in value than 5% of the
Portfolio's total assets and to not more than 10% of the outstanding voting
securities of the issuer, and (b) not more than 25% of the market value of the
Portfolio's assets is invested in the securities of any one issuer (other
than U.S. government securities or securities of other regulated
investment companies) or of two or more issuers that the Portfolio controls
and that are determined to be in the same or similar trades or businesses or
related trades or businesses. In meeting these requirements, the
Portfolio may be restricted in the selling of securities held by the Portfolio
for less than three months and in the utilization of certain of the investment
techniques described above and in the Trust's Prospectus. As a regulated
investment company, the Portfolio will be subject to a 4%
non-deductible excise tax measured with respect to certain undistributed
amounts of ordinary income and capital gain required to be but not distributed
under a prescribed formula. The formula requires payment to shareholders
during a calendar year of distributions representing at least 98% of the
Portfolio's taxable ordinary income for the calendar year and at least 98% of
the excess of its capital gains over capital losses realized during the
one-year period ending October 31 during such year, together with any
undistributed, untaxed amounts of ordinary income and capital gains from the
previous calendar year. The Portfolio expects to pay the dividends and make the
distributions necessary to avoid the application of this excise tax.
In addition, the Portfolio intends to comply with the
diversification requirements of Section 817(h) of the Code related to the
tax-deferred status of insurance company separate accounts. To comply with
regulations under Section 817(h) of the Code, the Portfolio will be required to
diversify its investments so that on the last day of each calendar quarter no
more than 55% of the value of its assets is represented by any one investment,
no more than 70% is represented by any two investments, no more than 80% is
represented by any three investments and no more than 90% is represented by any
four investments. Generally, all securities of the same issuer are treated as a
single investment. For the purposes of Section 817(h), obligations of the United
States Treasury and each U.S. government instrumentality are treated as
securities of separate issuers. The Treasury Department has indicated that it
may issue future pronouncements addressing the circumstances in which a Variable
Contract owner's control of the investments of a separate account may cause the
Variable Contract owner, rather than the Participating Insurance Company, to be
treated as the owner of the assets held by the separate account. If the Variable
Contract owner is considered the owner of the securities underlying the separate
account, income and gains produced by those securities would be included
currently in the Variable Contract owner's gross income. It is not known what
standards will be set forth in such pronouncements or when, if at all, these
pronouncements may be issued. In the event that rules or regulations are
adopted, there can be no assurance that the Portfolio will be able to operate as
currently described, or that the Trust will not have to change the investment
goal or investment policies of the Portfolio. While the Portfolio's investment
goal is fundamental and may be changed only by a vote of a majority of the
Portfolio's outstanding shares, the Board reserves the right to modify the
<PAGE>31
investment policies of the Portfolio as necessary to prevent any such
prospective rules and regulations from causing a Variable Contract owner to
be considered the owner of the shares of the Portfolio underlying the
separate account.
The Portfolio's transactions, if any, in foreign currencies,
forward contracts, options and futures contracts (including options and forward
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
recognized by the Portfolio (i.e., may affect whether gains or losses are
ordinary or capital), accelerate recognition of income to the Portfolio, defer
Portfolio losses and cause the Portfolio to be subject to hyperinflationary
currency rules. These rules could therefore affect the character, amount and
timing of distributions to shareholders. These provisions also (i) will require
the Portfolio to mark-to-market certain types of its positions (i.e., treat them
as if they were closed out) and (ii) may cause the Portfolio 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. The Portfolio will monitor its transactions, will make the
appropriate tax elections and will make the appropriate entries in its books and
records when it acquires any foreign currency, forward contract, option, futures
contract or hedged investment so that (a) neither the Portfolio nor its
shareholders will be treated as receiving a materially greater amount of capital
gains or distributions than actually realized or received, (b) the Portfolio
will be able to use substantially all of its losses for the fiscal years in
which the losses actually occur and (c) the Portfolio will continue to qualify
as a regulated investment company.
As described in the Prospectus, because shares of the
Portfolio may only be purchased through Variable Contracts and Plans, it is
anticipated that dividends and distributions will be exempt from current
taxation if left to accumulate within the Variable Contracts or Plans.
Investment in Passive Foreign Investment Companies
If the Portfolio purchases shares in certain foreign entities
classified under the Code as "passive foreign investment companies" ("PFICs"),
the Portfolio may be subject to federal income tax on a portion of an "excess
distribution" or gain from the disposition of the shares, even though the income
may have to be distributed by the Portfolio to its shareholders, the Variable
Contracts and Plans. In addition, gain on the disposition of shares in a PFIC
generally is treated as ordinary income even though the shares are capital
assets in the hands of the Portfolio. Certain interest charges may be imposed on
the Portfolio with respect to any taxes arising from excess distributions or
gains on the disposition of shares in a PFIC.
The Portfolio may be eligible to elect to include in its gross
income its share of earnings of a PFIC on a current basis. Generally, the
election would eliminate the interest charge and the ordinary income treatment
on the disposition of stock, but such an election may have the effect of
accelerating the recognition of income and gains by the Portfolio compared to a
fund that did not make the election. In addition, information required to make
such an election may not be available to the Portfolio.
<PAGE>32
On April 1, 1992 proposed regulations of the Internal Revenue
Service (the "IRS") were published providing a mark-to-market election for
regulated investment companies. The IRS subsequently issued a notice indicating
that final regulations will provide that regulated investment companies may
elect the mark-to-market election for tax years ending after March 31, 1992 and
before April 1, 1993. Whether and to what extent the notice will apply to
taxable years of the Portfolio is unclear. If the Portfolio is not able to make
the foregoing election, it may be able to avoid the interest charge (but not the
ordinary income treatment) on disposition of the stock by electing, under
proposed regulations, each year to mark-to-market the stock (that is, treat it
as if it were sold for fair market value). Such an election could result in
acceleration of income to the Portfolio. Recently proposed legislation would
codify the mark-to-market election for regulated investment companies.
DETERMINATION OF PERFORMANCE
From time to time, the Portfolio may quote its total return in
advertisements or in reports and other communications to shareholders. The
actual total return of the Portfolio for the fiscal period ended December 31,
1995 (since June 30, 1995 inception) was 25.10% (25.00% without waivers) (55.56%
and 55.31%, respectively, on an annualized basis). Total return is calculated by
finding the average annual compounded rates of return for the one-, five-, and
ten- (or such shorter period as the Portfolio 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.
The Portfolio may advertise, from time to time, comparisons of
its performance with that of one or more other mutual funds with similar
investment objectives. The Portfolio 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 Portfolio's
total return in longer market cycles.
The Portfolio's performance will vary from time to time
depending upon market conditions, the composition of its 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, the Portfolio's performance will fluctuate,
unlike certain bank deposits or other investments which pay a fixed yield for a
stated period of time. Performance quotations for the Portfolio include the
<PAGE>33
effect of deducting the Portfolio's expenses, but may not include charges and
expenses attributable to any particular Variable Contract or Plan, which would
reduce the returns described in this section. See the Prospectus,
"Performance."
INDEPENDENT ACCOUNTANTS AND COUNSEL
Coopers & Lybrand L.L.P. ("Coopers & Lybrand"), with principal
offices at 2400 Eleven Penn Center, Philadelphia, Pennsylvania 19103, serves as
independent accountants for the Trust. The financial statements for the
Portfolio that appear in this Statement of Additional Information have been
audited by Coopers & Lybrand, whose report thereon appears elsewhere herein and
have been included herein 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 the Trust as
well as counsel to Warburg, Counsellors Service and Counsellors Securities.
MISCELLANEOUS
As of January 31, 1996, the name, address and percentage
ownership of each person that owned of record 5% or more of the Portfolio's
outstanding shares were as follows: Nationwide Life Insurance Company
("Nationwide"), on behalf of its separate account Nationwide Variable Account
II, c/o IPO Portfolio Accounting, P.O. Box 182029, Columbus, OH 43218-2029 --
96.56%. Nationwide is not the beneficial owner of these shares.
FINANCIAL STATEMENTS
The Trust's financial statements and Report of Independent
Accountants for the fiscal period ended December 31, 1995 are attached to this
Statement of Additional Information.
<PAGE>A-1
APPENDIX
DESCRIPTION OF RATINGS
Commercial Paper Ratings
Commercial paper rated A-1 by Standard and Poor's Ratings
Group ("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.
Corporate Bond Ratings
The following summarizes the ratings used by S&P for corporate
bonds:
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 they are 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 has
an adequate capacity to pay interest and repay principal. Although they normally
exhibit 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.
To provide more detailed indications of credit quality, the ratings
from "AA" to "BBB" may be modified by the addition of a plus or minus sign to
show relative standing within this major rating category.
<PAGE>A-2
The following summarizes the ratings used by Moody's for corporate
bonds:
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 edge." 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.
Moody's applies numerical modifiers (1, 2 and 3) with respect to the
bonds rated "Aa" through "Baa". 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.
<PAGE>
[WARBURG PINCUS FUNDS LOGO]
ANNUAL REPORT
DECEMBER 31, 1995
WARBURG PINCUS TRUST
[ ] INTERNATIONAL EQUITY PORTFOLIO
[ ] SMALL COMPANY GROWTH PORTFOLIO
The Warburg Pincus Trust (the 'Trust') Shares are not available directly to
individual investors but may be offered only through certain insurance Products
and Pension and Retirement Plans.
A prospectus containing more complete information, including management fees and
expenses and, where applicable, the special considerations and risks associated
with international investing, may be obtained by calling 1-800-369-2728 or by
writing to Warburg Pincus Funds, P.O. Box 9030, Boston, MA 02205-9030. Investors
should read the prospectus carefully before investing.
<PAGE>
<PAGE>
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WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
February 23, 1996
Dear Shareholder:
The objective of Warburg Pincus Trust -- International Equity Portfolio
(the 'Portfolio') is long-term capital appreciation. The Portfolio pursues its
objective by investing primarily in a broadly diversified portfolio of equity
securities of companies that have their principal business activities and
interests outside the U.S. The Portfolio may invest in equity securities of
companies of any size, whether traded on or off a national securities exchange.
For the six months ended December 31, 1995 (the Portfolio commenced
operations on June 30, 1995), the Portfolio gained 7.30%, vs. gains of 6.62% in
the Lipper International Fund Index and 8.39% in the Morgan Stanley Europe,
Australia and Far East ('EAFE') Index.
A major contributor to the Portfolio's performance for the period was its
weighting in Japan (28.6% of the Portfolio at year end). The Japanese market
rebounded strongly in the second half of 1995, with technology stocks showing
particularly strong gains. These issues are well-represented in the Portfolio,
and we believe that they continue to hold considerable upside potential. We
believe that much of the broader Japanese market is undervalued as well based on
traditional long-term measures of value (e.g., price relative to book value,
sales and cash flow), hence our general outlook on Japan remains positive.
Other Asian markets whose prospects we view favorably are South Korea and
Taiwan (4.9% and 4.2% of the Portfolio, respectively, as of December 31, 1995),
two emerging markets that suffered in 1995. Taiwan's market lost roughly a third
of its value last year, largely the result of ongoing political tensions with
China. This created particularly attractive values in Taiwan's market, and we
used the opportunity to increase the Portfolio's Taiwanese stake, adding to
positions in well-managed companies in the shipping and industrial sectors. In
general, we believe that emerging markets were oversold in 1995, given their
outstanding long-term attractions.
The Portfolio's European holdings in general contributed positively to its
returns during the reporting period, supported by falling interest rates. By
country, the Portfolio's largest European weightings at the close of the year
were the United Kingdom (6.4% of the Portfolio) and France (4.5%). Our British
holdings were strong performers during the period. French issues generated less-
impressive results, hampered by concerns regarding fiscal policies of the Chirac
administration and doubts about the country's ability to meet the criteria for
European economic and monetary union in 1999. But we remain positive in our
outlook for the French companies held in the Portfolio, believing that they are
strong, well-managed businesses.
<TABLE>
<S> <C>
Richard H. King
Portfolio Manager
</TABLE>
The views of the Trust's Management are as of the date of this letter and
Portfolio holdings described in this annual report are as of December 31, 1995;
these views and positions may have changd subsequent to these dates.
2
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<PAGE>
<PAGE>
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WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
GROWTH OF $10,000 INVESTED IN SHARES OF
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SINCE INCEPTION AS OF DECEMBER 31, 1995
The graph below illustrates the hypothethical investment of $10,000 in
Shares of Warburg Pincus Trust -- International Equity Portfolio (the
'Portfolio') from June 30, 1995 (inception) to December 31, 1995, assuming the
reinvestment of dividends and capital gains at net assets value, compared to the
Morgan Stanley Europe, Australia and Far East Index* ('EAFE') for the same time
period.
[GRAPH]
All figures cited here represent past performance and do not guarantee
future results. Investment return and principal value of an investment will
fluctuate so that an investor's shares upon redemption may be worth more or less
than original cost. Without waivers or reimbursements of Portfolio expenses,
aggregate total return since inception for the period ending 12/31/95 would have
been 7.11%.
- ------------
* EAFE is an unmanaged index of international equities with no defined
investment objective that is compiled by Morgan Stanley Capital International.
+ Non-annualized.
3
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<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
February 23, 1996
Dear Shareholder:
The objective of Warburg Pincus Trust -- Small Company Growth Portfolio
(the 'Portfolio') is capital growth. The Portfolio pursues its objective by
investing primarily in equity securities of small-sized domestic companies
(i.e., companies having stock-market capitalizations of between $25 million and
$1 billion at the time of purchase). The Portfolio may also invest in securities
of emerging growth companies, which can be either small or medium-sized
companies that have passed the start-up phase, show positive earnings and are
deemed to have prospects of achieving significant profits within a relatively
short period of time.
For the six months ended December 31, 1995 (the Portfolio commenced
operations on June 30, 1995), the Portfolio gained 25.10%, vs. gains of 12.26%
in the Russell 2000 Index and 13.89% in the Lipper Small Company Growth Fund
Index.
The Portfolio's relatively strong returns for the six-month span reflect
timely stock selection, particularly in our more heavily weighted areas. Our
technology position, which represents a diversified mix of companies spanning a
number of industries, showed good performance for the period, the sector's
correction in the fourth quarter notwithstanding. Our emphasis on these stocks
is not a short-term sector bet, but rather a direct result of our research
process, which seeks companies possessing a catalyst or dynamic of change (e.g.,
new management, a new product or distribution channel, etc.) that has the
potential to lead to accelerated earnings growth. A considerable number of such
companies are involved in technology and related areas, hence their significant
weighting in the Portfolio. Top performers for the Portfolio during the
reporting period included Maxim Integrated Products, Synopsys and System
Software Associates.
A second area of emphasis is health care. Health care in the U.S. is
fraught with inefficiencies, and this, coupled with an aging population,
presents vast opportunities for smaller companies nimble and innovative enough
to provide solutions to the industry's problems. We see great potential, in
particular, for companies able to bring technological applications to the
health-care industry, and we hold the stocks of a number of promising companies
in this area. We are also positive on the prospects of selected pharmaceutical
companies.
Another area of concentration in the Portfolio is in companies benefiting
from the marriage of telecommunications to computer technology. This includes
firms that manufacture and service computer hardware and software, telephones
and telephone equipment, as well as those involved in broadcasting, publishing,
and music and entertainment. Strong performers for the Portfolio during the six
months included Glenayre Technologies and Paging Network.
4
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<PAGE>
<PAGE>
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WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
Looking ahead, we think that the outlook is favorable for the
small-capitalization market as a whole. We believe that small-cap stocks, in
aggregate, are less than midway through a multiyear cycle of outperformance
relative to larger-company stocks, and that the potential exists for further,
substantial gains over the next several years. Set within this context, we will
continue to strive to identify those stocks that have the best prospects for
above-average returns.
<TABLE>
<S> <C>
Elizabeth B. Dater Stephen J. Lurito
Co-Portfolio Manager Co-Portfolio Manager
</TABLE>
The views of the Trust's Management are as of the date of this letter and
Portfolio holdings described in this annual report are as of December 31, 1995;
these views and positions may have changed subsequent to these dates.
5
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<PAGE>
<PAGE>
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WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
- --------------------------------------------------------------------------------
GROWTH OF $10,000 INVESTED IN SHARES OF
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
SINCE INCEPTION AS OF DECEMBER 31, 1995
The graph below illustrates the hypothethical investment of $10,000 in
Shares of Warburg Pincus Trust -- Small Company Growth Portfolio (the
'Portfolio') from June 30, 1995 (inception) to December 31, 1995, assuming the
reinvestment of dividends and capital gains at net assets value, compared to the
Lipper Small Company Growth Fund Index* ('Lipper') and the Russell 2000 Index**
('Russell') for the same time period.
[GRAPH]
All figures cited here represent past performance and do not guarantee
future results. Investment return and principal value of an investment will
fluctuate so that an investor's shares upon redemption may be worth more or less
than original cost. Without waivers or reimbursements of Portfolio expenses,
aggregate total return since inception for the period ending 12/31/95 would have
been 25.00%.
- ------------
* The Lipper Small Company Growth Fund Index is an equally weighted index of
the 30 largest Small Company Growth Funds.
** The Russell 2000 Index represents 2000 of the smallest securities in the
Russell 3000 Index. The Russell 3000 Index is composed of 3,000 U.S.
companies representing approximately 98% of the U.S. Equity Market.
+ Non-annualized
6
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<PAGE>
<PAGE>
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WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (93.3%)
Argentina (3.8%)
Telefonica de Argentina SA ADR 45,700 $1,245,325
YPF SA ADR 52,500 1,135,313
----------
2,380,638
----------
Australia (2.2%)
Lend Lease Corp., Ltd. 87,300 1,264,846
Woodside Petroleum Ltd. 25,400 129,841
----------
1,394,687
----------
Austria (2.6%)
Bohler-Uddeholm AG + 8,645 659,662
V.A. Technologie AG 7,885 1,000,178
----------
1,659,840
----------
Brazil (2.3%)
Panamerican Beverages Inc., Class A 45,000 1,440,000
----------
Denmark (1.3%)
International Service System A/S Class B 36,665 825,714
----------
Chile (1.0%)
Banco de A. Edwards ADR + 16,000 314,000
Compania Telecomunication Chile SA ADR 3,550 294,206
----------
608,206
----------
Finland (2.4%)
Metra Oy Class B 16,445 681,140
Valmet Corp. Class A 33,200 825,073
----------
1,506,213
----------
France (4.5%)
Bouygues SA 7,370 742,570
Lagardere Groupe 50,800 933,824
Total Cie Franc Des Petroles Class B 16,085 1,085,802
Total Petroles SA ADR 3,200 108,800
----------
2,870,996
----------
Germany (2.9%)
Adidas AG + 5,400 284,765
Adidas AG ADS + 13,300 349,790
Deutsche Bank AG 4,476 212,341
SGL Carbon AG + 12,317 960,992
----------
1,807,888
----------
</TABLE>
See Accompanying Notes to Financial Statements.
7
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<PAGE>
<PAGE>
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WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
COMMON STOCK (CONT'D)
<S> <C> <C>
Hong Kong (4.4%)
Citic Pacific Ltd. 439,200 $1,502,437
HSBC Holdings PLC 12,800 193,689
Jardine Matheson Holdings Ltd. 131,200 898,720
Jilin Chemical Industrial Co., Ltd. + 47,200 9,767
Jilin Chemical Industrial Co., Ltd. ADR + 6,950 149,424
----------
2,754,037
----------
India (2.1%)
Hindalco Industries Ltd. GDR 300 10,239
Reliance Industries Ltd. GDS 96,185 1,346,590
----------
1,356,829
----------
Indonesia (2.4%)
P.T. Bank International Indonesia 20,000 66,331
P.T. Mulia Industrindo 64,500 182,148
P.T. Semen Cibinong 215,000 536,559
P.T. Semen Gresik 47,000 131,698
P.T. Telekomunikasi Indonesia + 101,500 133,319
P.T. Telekomunikasi Indonesia ADR + 14,200 358,550
P.T. Tri Polyta Indonesia ADR 8,200 112,750
----------
1,521,355
----------
Israel (1.6%)
Ampal-American Israel Corp. Class A 15,500 81,375
ECI Telecommunications Limited Designs 40,450 922,766
----------
1,004,141
----------
Japan (28.6%)
Canon Inc. 50,000 906,008
Circle K Japan Co., Ltd. + 18,000 793,605
Daibiru Corp. 15,000 170,058
Daimaru Inc. 65,000 503,876
DDI Corp. 115 891,473
Hankyu Realty 74,000 601,609
Hitachi Ltd. 34,000 342,636
Itochu Corp. 70,000 471,415
Jusco Co. 26,000 677,713
Keyence Corp. 3,500 403,585
Kirin Beverage Corp. 34,000 457,946
Kyocera Corp. 7,000 520,252
Mitsubishi Corp. 60,000 738,372
Mitsubishi Estate Co., Ltd. 50,000 625,000
Mitsubishi Heavy Industries Ltd. 111,000 885,203
NEC Corp. 68,000 830,233
</TABLE>
See Accompanying Notes to Financial Statements.
8
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<PAGE>
<PAGE>
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WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
COMMON STOCK (CONT'D)
<S> <C> <C>
Nikko Securities Co., Ltd. 58,000 $ 747,481
Nikon Corp. 55,000 746,124
Nippon Communication Systems Corp. 30,000 316,860
Nippon Telegraph & Telephone Corp. 83 669,456
Nitta Corp. 18,000 279,070
NTT Data Communications Systems Co. 17 571,609
Orix Corp. 26,200 1,078,973
Rohm Co., Ltd. 6,000 338,953
Sony Corp. 13,900 833,731
TDK Corp. 10,000 510,659
Tokyo Electron Ltd. 7,000 271,318
Uny Co., Ltd. 33,000 620,348
Yokogawa Electric Corp. 106,000 1,002,480
York-Benimaru Co., Ltd. 6,300 241,133
----------
18,047,179
----------
Malaysia (0.1%)
Westmont BHD 19,000 65,848
----------
Mexico (0.6%)
Gruma SA de CV Class B + 125,500 353,682
----------
New Zealand (5.8%)
Brierley Investments Ltd. 1,544,800 1,221,528
Fletcher Forestry 993,500 1,415,370
Lion Nathan Ltd. 437,400 1,043,319
----------
3,680,217
----------
Singapore (1.1%)
DBS Land Ltd. 85,000 287,341
Development Bank of Singapore Ltd. 27,000 336,068
IPC Corp., Ltd. 144,000 95,728
----------
719,137
----------
South Korea (4.9%)
Daewoo Electronics Co., Ltd. 96,720 1,072,310
Daewoo Electronics Co., Ltd. New 16,000 175,326
Hanil Bank 25,000 288,204
Inchon Iron & Steel Co., Ltd. 27,950 1,059,340
Samsung Electronics Co., Ltd. GDR 4,545 438,592
Ssangyong Investment & Securities Co., Ltd. 5,500 99,265
----------
3,133,037
----------
</TABLE>
See Accompanying Notes to Financial Statements.
9
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<PAGE>
<PAGE>
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WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
COMMON STOCK (CONT'D)
<S> <C> <C>
Spain (3.3%)
Banco de Santander ADR 24,800 $1,221,400
Repsol SA ADR 25,900 851,463
----------
2,072,863
----------
Sweden (1.7%)
Asea AB Series B 3,742 364,281
Astra AB Series B 18,135 718,743
----------
1,083,024
----------
Switzerland (1.8%)
Ciba Geigy AG 130 114,430
Ciba Geigy AG B 1,132 991,519
----------
1,105,949
----------
Taiwan (4.2%)
China Steel Corp. 791,000 631,965
GP-Taiwan Index Fund + 600,000 489,000
Phoenixtec Power Co., Ltd. 99,000 199,553
Taiwan Semiconductor Manufacturing Co. 15,000 47,002
Ton Yi Industrial Corp. 424,560 558,590
Yang Ming Marine Transport Corp. 609,000 709,749
----------
2,635,859
----------
Thailand (1.3%)
Bangkok Bank Co., Ltd. 36,100 439,578
Industrial Finance Corp. of Thailand 36,000 122,483
Ruam Pattana Fund II 212,500 128,954
Thai Military Bank Ltd. 28,500 115,679
----------
806,694
----------
United Kingdom (6.4%)
British Air Authority PLC 84,950 639,436
Cookson Group PLC 241,000 1,144,538
Grand Metropolitan PLC 140,200 1,009,619
Prudential Corp. PLC 68,000 437,974
Reckitt & Colman PLC 45,350 501,833
Takare PLC 119,880 333,036
----------
4,066,436
----------
TOTAL COMMON STOCK (Cost $57,786,508) 58,900,469
----------
</TABLE>
See Accompanying Notes to Financial Statements.
10
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
COMMON STOCK (CONT'D)
PAR VALUE
ZERO COUPON BONDS (0.3%)
Taiwan
President Enterprises, 07/22/01
(Cost $204,404) $ 160,000 $ 210,400
----------
<CAPTION>
SHORT-TERM INVESTMENTS (6.4%)
<S> <C> <C>
Repurchase agreement with State Street Bank & Trust Co., dated 12/29/95 at 5.40% to be
repurchased at $4,062,436 on 01/02/96. (Collateralized by $3,515,000 U.S. Treasury Note
at 7.50%, due 11/15/16, with a market value of $4,143,317.) (Cost $4,060,000) 4,060,000 4,060,000
----------
<CAPTION>
TOTAL INVESTMENTS (100.0%) (Cost $62,050,912*) $63,170,869
<S> <C> <C>
----------
----------
</TABLE>
INVESTMENT ABBREVIATIONS
<TABLE>
<S> <C> <C>
ADR = American Depository Receipt
ADS = American Depository Share
GDR = Global Depository Receipt
GDS = Global Depository Share
</TABLE>
+ Non-income producing security.
* Cost for Federal income tax purposes is $62,063,294.
See Accompanying Notes to Financial Statements.
11
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
STATEMENT OF NET ASSETS
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (93.4%)
BASIC INDUSTRIES
Aerospace & Defense (0.8%)
BVR Technologies + 72,800 $ 737,100
-----------
Engineering & Construction (0.9%)
Jacobs Engineering Group, Inc. + 36,000 900,000
-----------
Industrial Mfg. & Processing (0.7%)
Stratasys, Inc. + 35,000 656,250
-----------
Real Estate (1.1%)
NHP Inc. + 58,500 1,082,250
-----------
CAPITAL GOODS
Capital Equipment (2.3%)
Applied Power Inc. Class A 30,500 915,000
Idex Corp. 10,500 430,500
Roper Industries, Inc. 23,900 878,325
-----------
2,223,825
-----------
Computers (20.3%)
Arbor Software Corp. + 5,500 259,875
Auspex Systems, Inc. + 52,700 961,775
BMC Software, Inc. + 18,000 769,500
Checkfree Corp. + 32,000 688,000
Clarify Inc. + 10,000 300,000
Cognex Corp. + 62,000 2,154,500
Continuum, Inc. + 36,800 1,453,600
Davidson & Associates, Inc. + 43,800 963,600
FileNet Corp. + 21,100 991,700
Harbinger Corp. + 39,200 901,600
Hyperion Software Corp. + 22,600 480,250
Logic Works, Inc. + 15,200 190,000
National Instruments Corp. + 41,500 840,375
Network Appliance, Inc. + 20,000 802,500
Network General Corp. + 32,000 1,068,000
Platinum Technology, Inc. + 70,000 1,286,250
Shared Medical Systems Corp. 22,800 1,239,750
Spacetec IMC Corp. + 35,000 411,250
Sync Research, Inc. + 5,000 226,250
Synopsys, Inc. + 38,000 1,444,000
System Software Associates, Inc. 57,750 1,256,063
Vantive Corp. + 16,500 371,250
Wonderware Corp. + 38,000 650,750
-----------
19,710,838
-----------
</TABLE>
See Accompanying Notes to Financial Statements.
12
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
STATEMENT OF NET ASSETS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (CONT'D)
Electronics (6.4%)
Burr-Brown Corp. + 37,100 $ 946,050
ESS Technologies Inc. + 5,000 115,000
Glenayre Technologies, Inc. + 25,500 1,587,375
Maxim Integrated Products, Inc. + 74,800 2,879,800
Methode Electronics Inc. Class A 48,000 684,000
-----------
6,212,225
-----------
Office Equipment & Supplies (1.5%)
Viking Office Products, Inc. + 32,200 1,497,300
-----------
CONSUMER
Business Services (10.4%)
American Management Systems, Inc. + 31,000 930,000
Catalina Marketing Corp. + 13,300 834,575
CDI Corp. + 50,000 900,000
Checkpoint Systems, Inc. + 23,900 893,263
Copart, Inc. + 36,800 966,000
DST Systems, Inc. + 31,000 883,500
Fritz Companies Inc. + 22,600 937,900
HPR Inc. + 2,900 87,363
Norrell Corp. 20,900 613,937
On Assignment, Inc. + 20,300 664,825
QuickResponse Services, Inc. + 44,300 814,013
Solectron Corp. + 36,900 1,628,213
-----------
10,153,589
-----------
Consumer Non-Durables (2.3%)
Central Garden & Pet Co. + 87,000 826,500
Nature's Sunshine Products, Inc. 35,000 883,750
Oakley, Inc. + 14,300 486,200
-----------
2,196,450
-----------
Consumer Services (2.0%)
DEVRY Inc. + 26,700 720,900
ITT Educational Services, Inc. + 25,000 615,625
Sylvan Learning Systems, Inc. + 21,000 624,750
-----------
1,961,275
-----------
Food, Beverages & Tobacco (0.7%)
Manhattan Bagel Company + 40,000 720,000
-----------
See Accompanying Notes to Financial Statements.
13
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
STATEMENT OF NET ASSETS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (CONT'D)
Health Care (8.3%)
EMCare Holdings, Inc. + 34,400 $ 825,600
Endosonics Corp. + 49,200 744,150
HealthCare Compare Corp. + 20,600 896,100
Health Management Systems Inc. + 10,800 421,200
Healthsource, Inc. + 24,400 878,400
IDX Systems Corp. + 13,000 451,750
Molecular Devices Corp. + 110,000 1,155,000
National Surgical Centers, Inc. + 17,000 391,000
Quorum Health Group, Inc. + 16,300 358,600
ThermoTrex Corp. + 20,000 1,000,000
Total Renal Care Holdings + 20,000 590,000
United Dental Care, Inc. + 8,000 330,000
-----------
8,041,800
-----------
Leisure & Entertainment (0.5%)
Family Golf Centers, Inc. + 25,000 456,250
-----------
Lodging & Restaurants (1.9%)
Doubletree Corp. + 38,300 1,005,375
Renaissance Hotel Group NV + 35,000 892,500
-----------
1,897,875
-----------
Pharmaceuticals (4.8%)
Alpharma, Inc. Class A 35,000 914,375
Gilead Sciences, Inc. + 60,000 1,920,000
Medeva PLC ADR 64,500 1,096,500
Ostex International, Inc. + 39,300 756,525
-----------
4,687,400
-----------
Retail (4.2%)
Borders Group, Inc. + 71,000 1,313,500
Micro Warehouse Inc. + 24,200 1,046,650
Neostar Retail Group, Inc. + 64,300 474,212
PETsMART, Inc. + 41,800 1,295,800
-----------
4,130,162
-----------
See Accompanying Notes to Financial Statements.
14
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
STATEMENT OF NET ASSETS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (CONT'D)
ENERGY AND RELATED
Energy (3.9%)
Barrett Resources Corp. + 31,300 $ 919,437
Brown (Tom), Inc. + 61,600 900,900
Cairn Energy USA, Inc. + 59,700 835,800
Texas Meridian Resources Corp. + 82,200 1,119,975
-----------
3,776,112
-----------
Oil Services (4.3%)
Input/Output, Inc. + 27,600 1,593,900
Nabors Industries, Inc. + 79,400 883,325
Petroleum Geo Services ADR + 42,200 1,055,000
Pogo Producing Co. 25,000 706,250
-----------
4,238,475
-----------
FINANCE
Banks & Savings & Loans (2.4%)
Banco Latinoamericano de Exportaciones SA Class E 15,600 725,400
Cullen Frost Bankers, Inc. 15,300 765,000
Great Financial Corp. 35,700 838,950
-----------
2,329,350
-----------
Financial Services (5.8%)
Aames Financial Corp. 26,800 747,050
Capmac Holdings Inc. + 25,000 628,125
Penncorp Financial Group, Inc. 22,000 646,250
Sirrom Capital Corp. 37,200 702,150
Transactions Systems Architects, Inc. Class A + 2,000 67,500
T. Rowe Price Associates, Inc. 18,000 886,500
United Companies Financial Corp. 44,900 1,184,237
Vesta Insurance Group Inc. 15,100 822,950
-----------
5,684,762
-----------
MEDIA
Communications & Media (1.9%)
Central European Media Enterprises Ltd. Class A + 58,100 1,191,050
Harte-Hanks Communications Inc. 34,850 688,288
-----------
1,879,338
-----------
Publishing (1.1%)
Scholastic Corp. + 14,300 1,111,825
-----------
See Accompanying Notes to Financial Statements.
15
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
STATEMENT OF NET ASSETS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SHARES VALUE
<S> <C> <C>
COMMON STOCK (CONT'D)
Telecommunications & Equipment (4.0%)
Allen Group, Inc. 37,000 $ 827,875
Network Equipment Technologies, Inc. + 31,700 867,787
Objective Systems Integrator + 6,500 355,875
Paging Network, Inc. + 49,500 1,206,562
Stratacom, Inc. + 8,100 595,350
-----------
3,853,449
-----------
Transportation (0.9%)
Mark VII Inc. + 53,400 827,700
-----------
TOTAL COMMON STOCK (Cost $79,082,582) 90,965,600
-----------
</TABLE>
<TABLE>
<CAPTION>
PAR
----------
<S> <C> <C>
SHORT-TERM INVESTMENTS (5.9%)
Repurchase agreement with State Street Bank & Trust Co., dated 12/29/95 at 5.40% to be
repurchased at $5,778,465 on 01/02/96. (Collateralized by $5,710,000 U.S. Treasury Note
at 6.00%, due 08/31/97, with a market value of $5,891,641.) (Cost $5,775,000) $5,775,000 5,775,000
-----------
TOTAL INVESTMENTS AT VALUE (99.3%) (Cost $84,857,582*) 96,740,600
OTHER ASSETS IN EXCESS OF LIABILITIES (0.7%) 704,314
-----------
NET ASSETS (100.0%) (applicable to 7,791,765 shares outstanding) $97,444,914
-----------
-----------
NET ASSET VALUE, offering and redemption price per share $12.51
</TABLE>
+ Non-income producing security.
* Cost for Federal income tax purposes is $84,989,331.
See Accompanying Notes to Financial Statements.
16
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Investments at value (Cost $62,050,912) $63,170,869
Receivable for Portfolio shares sold 3,898,943
Foreign currency (Cost $234,121) 234,128
Receivable for investment securities sold 214,472
Receivable for unrealized gain on forward contracts (Note 4) 212,261
Deferred organizational costs (Note 1) 55,816
Dividends, interest and foreign taxes receivable 51,478
-----------
Total assets 67,837,967
-----------
LIABILITIES
Payable for investment securities purchased 3,092,677
Accrued expenses 148,055
Payable for Portfolio shares redeemed 517
Other liabilities 59,850
-----------
Total liabilities 3,301,099
-----------
NET ASSETS applicable to 6,058,621 shares outstanding $64,536,868
-----------
-----------
NET ASSET VALUE, offering and redemption price per share
($64,536,868[div]6,058,621) $10.65
</TABLE>
See Accompanying Notes to Financial Statements.
17
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST
STATEMENTS OF OPERATIONS
For the Period Ended December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Period June 30, 1995
(Commencement of Operations)
through December 31, 1995
----------------------------------------
International Equity Small Company
Portfolio Growth Portfolio
-------------------- ----------------
<S> <C> <C>
INVESTMENT INCOME:
Dividends $ 166,997 $ 56,873
Interest 84,104 159,881
Foreign taxes withheld (20,004) 0
-------------------- ----------------
Total investment income 231,097 216,754
-------------------- ----------------
EXPENSES:
Investment advisory 120,130 218,618
Administrative services 26,429 48,582
Audit 12,500 9,000
Custodian 51,905 30,905
Legal 5,000 7,500
Organizational 6,258 6,249
Printing 9,946 5,000
Registration 25,345 33,300
Transfer agent 6,194 3,759
Trustees 1,625 1,625
Miscellaneous 500 500
-------------------- ----------------
265,832 365,038
Less: fees waived and expenses reimbursed (92,844) (61,402)
-------------------- ----------------
Total expenses 172,988 303,636
-------------------- ----------------
Net investment income (loss) 58,109 (86,882)
-------------------- ----------------
NET REALIZED AND UNREALIZED GAIN (LOSS) FROM INVESTMENTS
AND FOREIGN CURRENCY RELATED ITEMS:
Net realized loss from security transactions (66,288) (791,236)
Net realized gain from foreign currency related items 179,901 0
Net change in unrealized appreciation from investments and foreign
currency related items 1,335,993 11,883,018
-------------------- ----------------
Net realized and unrealized gain from investments and foreign
currency related items 1,449,606 11,091,782
-------------------- ----------------
Net increase in net assets resulting from operations $1,507,715 $ 11,004,900
-------------------- ----------------
-------------------- ----------------
</TABLE>
See Accompanying Notes to Financial Statements.
18
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Period June 30, 1995
(Commencement of Operations)
through December 31, 1995
----------------------------------------
International Equity Small Company
Portfolio Growth Portfolio
-------------------- ----------------
<S> <C> <C>
FROM OPERATIONS:
Net investment income (loss) $ 58,109 $ (86,882)
Net realized loss from security transactions (66,288) (791,236)
Net realized gain from foreign currency related items 179,901 0
Net change in unrealized appreciation from investments and foreign
currency related items 1,335,993 11,883,018
-------------------- ----------------
Net increase in net assets resulting from operations 1,507,715 11,004,900
-------------------- ----------------
FROM DISTRIBUTIONS:
Dividends from net investment income (58,109) 0
Distributions in excess of net investment income (327,277) 0
-------------------- ----------------
Net decrease from distributions (385,386) 0
-------------------- ----------------
FROM CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares 63,501,464 101,359,554
Reinvested dividends 385,386 0
Net asset value of shares redeemed (522,311) (14,969,540)
-------------------- ----------------
Net increase in net assets from capital share transactions 63,364,539 86,390,014
-------------------- ----------------
Net increase in net assets 64,486,868 97,394,914
NET ASSETS:
Beginning of period 50,000 50,000
-------------------- ----------------
End of period $ 64,536,868 $ 97,444,914
-------------------- ----------------
-------------------- ----------------
</TABLE>
See Accompanying Notes to Financial Statements.
19
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- INTERNATIONAL EQUITY PORTFOLIO
FINANCIAL HIGHLIGHTS
(For a Share of the Portfolio Outstanding Throughout the Period)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Period
June 30, 1995
(Commencement of
Operations) through
December 31, 1995
--------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00
----------
Income from Investment Operations:
Net Investment Income .03
Net Gain on Securities and Foreign Currency Related Items
(both realized and unrealized) .70
----------
Total from Investment Operations .73
----------
Less Distributions:
Dividends from Net Investment Income (.01)
Distributions in Excess of Net Investment Income (.07)
----------
Total Distributions (.08)
----------
NET ASSET VALUE, END OF PERIOD $ 10.65
----------
----------
Total Return 7.30%+
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (000s) $ 64,537
Ratios to average daily net assets:
Operating expenses 1.44%*
Net investment income .48%*
Decrease reflected in above operating expense ratio due
to waivers/reimbursements .77%*
Portfolio Turnover Rate 16.49%*
</TABLE>
* Annualized
+ Non-annualized.
See Accompanying Notes to Financial Statements.
20
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST -- SMALL COMPANY GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(For a Share of the Portfolio Outstanding Throughout the Period)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Period
June 30, 1995
(Commencement of
Operations) through
December 31, 1995
--------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00
----------
Income from Investment Operations:
Net Investment Loss (.01)
Net Gain on Securities (both realized and unrealized) 2.52
----------
Total from Investment Operations 2.51
----------
Less Distributions:
Dividends from Net Investment Income .00
Distributions from Capital Gains .00
----------
Total Distributions .00
----------
NET ASSET VALUE, END OF PERIOD $ 12.51
----------
----------
Total Return 25.10%+
RATIOS/SUPPLEMENTAL DATA:
Net Assets, End of Period (000s) $ 97,445
Ratios to average daily net assets:
Operating expenses 1.25%*
Net investment loss (.36)%*
Decrease reflected in above operating expense ratio due
to waivers/reimbursements .25%*
Portfolio Turnover Rate 67.57%*
</TABLE>
* Annualized
+ Non-annualized.
See Accompanying Notes to Financial Statements.
21
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
Warburg Pincus Trust (the 'Trust') is an open-end management investment
company registered under the Investment Company Act of 1940, as amended, and
currently offers two investment funds (the 'Portfolios'): International Equity
Portfolio is a diversified investment fund that seeks long-term capital
appreciation by investing in equity securities of non-U.S. issuers; Small
Company Growth Portfolio is a non-diversified investment fund that seeks capital
appreciation by investing in equity securities of small-sized domestic
companies. Shares of a Portfolio are not available directly to individual
investors but may be offered only to certain (a) life insurance companies for
allocation to certain of their separate accounts established for the purpose of
funding variable annuity contracts and variable life insurance contracts and (b)
tax-qualified pension and retirement plans ('Plans'), including
participant-directed Plans which elect to make a Portfolio an investment option
for Plan participants.
The net asset value of each Portfolio is determined daily as of the close
of regular trading on the New York Stock Exchange. Each Portfolio's investments
are valued at market value, which is currently determined using the last
reported sales price. If no sales are reported, investments are generally valued
at the mean between the last reported bid and ask prices. In the absence of
market quotations, investments are generally valued at fair value as determined
by or under the direction of the Trust's governing Board. Short-term investments
that mature in 60 days or less are valued on the basis of amortized cost, which
approximates market value.
The books and records of the Portfolios are maintained in U.S. dollars.
Transactions denominated in foreign currencies are recorded at the current
prevailing exchange rates. All assets and liabilities denominated in foreign
currencies are translated into U.S. dollar amounts at the current exchange rate
at the end of the period. Translation gains or losses resulting from changes in
the exchange rate during the reporting period and realized gains and losses on
the settlement of foreign currency transactions are reported in the results of
operations for the current period. The Portfolios do not isolate that portion of
gains and losses on investments in equity securities which are due to changes in
the foreign exchange rate from that which are due to changes in market prices of
equity securities. The Portfolios isolate that portion of gains and losses on
investments in debt securities which are due to changes in the foreign exchange
rate from that which are due to changes in market prices of debt securities.
Security transactions are accounted for on trade date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date. The cost of investments sold is determined by use of the
specific identification method for both financial reporting and income tax
purposes.
Dividends from net investment income and distributions of net realized
capital gains, if any, are declared and paid annually. However, to the extent
that a net realized capital gain can be reduced by a capital loss carryover,
such gain will not be distributed. Income and capital gain distributions are
determined in accordance with Federal income tax regulations which may differ
from generally accepted accounting principles.
22
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST
NOTES TO FINANCIAL STATEMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
No provision is made for Federal income taxes as it is each Portfolio's
intention to qualify for and elect the tax treatment applicable to regulated
investment companies under the Internal Revenue Code and make the requisite
distributions to its shareholders which will be sufficient to relieve it from
Federal income and excise taxes.
Costs incurred by the Portfolios in connection with their organization have
been deferred and are being amortized over a period of five years from the date
each Portfolio commenced its operations.
The Portfolios may enter into repurchase agreement transactions. Under the
terms of a typical repurchase agreement, a Portfolio acquires an underlying
security subject to an obligation of the seller to repurchase. The value of the
underlying security collateral will be maintained at an amount at least equal to
the total amount of the purchase obligation, including interest. The collateral
is in the Portfolio's possession. At December 31, 1995, the International Equity
Portfolio and the Small Company Growth Portfolio had $4,060,000 and $5,775,000,
respectively, invested in repurchase agreements.
2. INVESTMENT ADVISER, CO-ADMINISTRATORS AND DISTRIBUTOR
Warburg, Pincus Counsellors, Inc. ('Warburg'), a wholly owned subsidiary of
Warburg, Pincus Counsellors G.P. ('Counsellors G.P.'), serves as each
Portfolio's investment adviser. For its investment advisory services, the
International Equity Portfolio and the Small Company Growth Portfolio pay
Warburg a fee calculated at an annual rate of 1.00% and .90%, respectively, of
each Portfolio's average daily net assets. For the period ended December 31,
1995, investment advisory fees, waivers and reimbursements were as follows:
<TABLE>
<CAPTION>
GROSS NET EXPENSE
PORTFOLIO ADVISORY FEE WAIVER ADVISORY FEE REIMBURSEMENTS
- ----------------------------------- ------------ ------- ------------ --------------
<S> <C> <C> <C> <C>
International Equity $120,130 $47,206 $ 72,924 $ 39,973
Small Company Growth 218,618 47,601 171,017 8,512
</TABLE>
Counsellors Funds Service, Inc. ('CFSI'), a wholly owned subsidiary of
Warburg, and PFPC Inc. ('PFPC'), an indirect, wholly owned subsidiary of PNC
Bank Corp. ('PNC'), serve as each Portfolio's co-administrators. For its
administrative services, CFSI currently receives a fee calculated at an annual
rate of .10% of each Portfolio's average daily net assets. For the period ended
December 31, 1995, administrative services fees earned by CFSI were as follows:
<TABLE>
<CAPTION>
PORTFOLIO CO-ADMINISTRATION FEE
- --------------------------------------------------- ---------------------
<S> <C>
International Equity $12,013
Small Company Growth 24,291
</TABLE>
For its administrative services, PFPC currently receives a fee calculated
at an annual rate of .10% of the average daily net assets of the Small Company
Growth Portfolio. For the International Equity Portfolio, PFPC currently
receives a fee calculated at an annual rate of .12% on the Portfolio's first
$250 million in average daily net assets, .10% on the next $250 million in
average daily net assets, .08% on the next $250 million in average daily net
assets and .05% of the average daily net assets over $750
23
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
WARBURG PINCUS TRUST
NOTES TO FINANCIAL STATEMENTS (CONT'D)
December 31, 1995
- --------------------------------------------------------------------------------
million. For the period ended December 31, 1995, administrative service fees
earned and waived by PFPC were as follows:
<TABLE>
<CAPTION>
NET
PORTFOLIO CO-ADMINISTRATION FEE WAIVER CO-ADMINISTRATION FEE
- ------------------------------------- --------------------- ------ ---------------------
<S> <C> <C> <C>
International Equity $14,416 $5,665 $ 8,751
Small Company Growth 24,291 5,289 19,002
</TABLE>
Counsellors Securities Inc. ('CSI'), also a wholly owned subsidiary of
Warburg, serves as each Portfolio's distributor. No compensation is paid by the
Portfolios to CSI for distribution services.
3. INVESTMENT IN SECURITIES
For the period ended December 31, 1995, purchases and sales of investment
securities (excluding short-term investments) were as follows:
<TABLE>
<CAPTION>
PORTFOLIO PURCHASES SALES
- --------------------------------------------------------------- ----------- -----------
<S> <C> <C>
International Equity $60,011,892 $ 1,953,019
Small Company Growth 95,138,849 15,265,032
</TABLE>
At December 31, 1995, the net unrealized appreciation from investments for
those securities having an excess value over cost and net unrealized
depreciation from investments for those securities having an excess of cost over
value (based on cost for Federal income tax purposes) was as follows:
<TABLE>
<CAPTION>
NET UNREALIZED
UNREALIZED UNREALIZED APPRECIATION
PORTFOLIO APPRECIATION DEPRECIATION (DEPRECIATION)
- ----------------------------------------------- ------------ ------------ --------------
<S> <C> <C> <C>
International Equity $ 2,878,321 $ (1,770,746) $ 1,107,575
Small Company Growth 13,903,171 (2,151,902) 11,751,269
</TABLE>
4. FORWARD FOREIGN CURRENCY CONTRACTS
The Portfolios may enter into forward currency contracts for the purchase
or sale of a specific foreign currency at a fixed price on a future date. Risks
may arise upon entering into these contracts from the potential inability of
counterparties to meet the terms of their contracts and from unanticipated
movements in the value of a foreign currency relative to the U.S. dollar. The
Portfolios will enter into forward contracts primarily for hedging purposes. The
forward currency contracts are adjusted daily by the daily exchange rate of the
underlying currency and any gains and losses are recorded for financial
statement purposes as unrealized until the contract settlement date. At December
31, 1995, the International Equity Portfolio had the following open forward
currency contracts:
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WARBURG PINCUS TRUST
NOTES TO FINANCIAL STATEMENTS (CONT'D)
December 31, 1995
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4. FORWARD FOREIGN CURRENCY CONTRACTS (CONT'D)
<TABLE>
<CAPTION>
FOREIGN UNREALIZED
FORWARD CURRENCY EXPIRATION CURRENCY CONTRACT CONTRACT FOREIGN EXCHANGE
CONTRACT DATE TO BE SOLD AMOUNT VALUE GAIN (LOSS)
- ----------------- ---------- ----------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
French Francs 03/21/96 8,350,000 $ 1,703,213 $ 1,707,881 $ (4,668)
French Francs 03/21/96 4,468,500 900,000 913,972 (13,972)
Japanese Yen 03/21/96 351,750,000 3,500,000 3,449,206 50,794
Japanese Yen 03/21/96 257,898,000 2,650,000 2,528,908 121,092
Japanese Yen 03/21/96 178,000,000 1,752,831 1,745,440 7,391
Japanese Yen 03/21/96 110,937,100 1,100,567 1,087,832 12,735
Japanese Yen 03/21/96 14,905,900 148,170 146,165 2,005
Japanese Yen 09/18/96 51,111,500 550,000 513,116 36,884
----------- ----------- ----------------
$12,304,781 $12,092,520 $212,261
----------- ----------- ----------------
----------- ----------- ----------------
</TABLE>
5. CAPITAL SHARE TRANSACTIONS
The International Equity Portfolio and the Small Company Growth Portfolio
are each authorized to issue an unlimited number of full and fractional shares
of beneficial interest, par value of $.001 per share.
Transactions in shares of each Portfolio were as follows:
<TABLE>
<CAPTION>
For the Period June 30, 1995
(Commencement of Operations)
through December 31, 1995
----------------------------------------
International Equity Small Company
Portfolio Growth Portfolio
-------------------- ----------------
<S> <C> <C>
Shares sold 6,066,626 9,104,528
Shares issued to shareholders on reinvestment of dividends 37,056 0
Shares redeemed (50,061) (1,317,763)
Net increase in shares outstanding 6,053,621 7,786,765
</TABLE>
6. NET ASSETS
Net assets at December 31, 1995, consisted of the following:
<TABLE>
<CAPTION>
International Equity Small Company
Portfolio Growth Portfolio
-------------------- ----------------
<S> <C> <C>
Capital contributed, net $ 63,414,539 $ 86,353,132
Accumulated net investment loss (147,376) 0
Accumulated net realized loss from security transactions (66,288) (791,236)
Net unrealized appreciation from investments and foreign currency
related items 1,335,993 11,883,018
-------------------- ----------------
Net assets $ 64,536,868 $ 97,444,914
-------------------- ----------------
-------------------- ----------------
</TABLE>
7. CAPITAL LOSS CARRYOVER
At December 31, 1995, the International Equity Portfolio and the Small
Company Growth Portfolio had capital loss carryovers of $53,906 and $659,487,
respectively, expiring in 2003 to offset possible future capital gains of each
Portfolio.
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WARBURG PINCUS TRUST
REPORT OF INDEPENDENT ACCOUNTANTS
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To the Shareholders and Board of Trustees of the
Warburg Pincus Trust:
We have audited the accompanying statement of assets and liabilities including
the schedule of investments of the International Equity Portfolio and the
accompanying statement of net assets of the Small Company Growth Portfolio of
the Warburg Pincus Trust (the 'Trust') as of December 31, 1995, and the related
statements of operations, changes in net assets and the financial highlights for
the period from June 30, 1995 (commencement of operations) through December 31,
1995. These financial statements and financial highlights are the responsibility
of the Trust's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1995, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of
each portfolio of the Warburg Pincus Trust as of December 31, 1995, and the
results of their operations, the changes in their net assets and their financial
highlights for the period from June 30, 1995 (commencement of operations)
through December 31, 1995, in conformity with generally accepted accounting
principles.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 13, 1996
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<PAGE>
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INVESTMENT ADVISER
Warburg, Pincus Counsellors, Inc.
466 Lexington Avenue
New York, New York 10017-3147
DISTRIBUTOR
Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
TRANSFER AGENT
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
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<PAGE>
<PAGE>
WARBURG PINCUS FUNDS
P.O. BOX 9030
BOSTON, MASSACHUSETTS 02205-9030
PROSPECTUSES
1-800-369-2728
WPTRU-2-1295
[WARBURG PINCUS FUNDS LOGO]
ANNUAL REPORT
DECEMBER 31, 1995
WARBURG PINCUS TRUST
[ ] INTERNATIONAL EQUITY PORTFOLIO
[ ] SMALL COMPANY GROWTH PORTFOLIO
