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WARBURG PINCUS TRUST
Small Company Growth Portfolio
Supplement to Prospectus dated April 30, 1997
The following replaces the first paragraph in the section of the
Prospectus entitled "Investment Objectives and Policies -- Small Company Growth
Portfolio" in its entirety:
The Small Company Growth Portfolio's investment objective is to seek
capital growth. 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
that represent attractive opportunities for capital growth. The Portfolio
considers a "small-sized" company to be one that has a market capitalization,
measured at the time the Portfolio purchases a security of that company, within
the range of capitalizations of companies represented in the Russell 2000 Index.
(As of January 31, 1998, the Russell 2000 Index included companies with market
capitalizations between $23.7 million and $2.7 billion.) Companies whose
capitalization no longer meets this definition after purchase continue to be
considered small companies for purposes of the Portfolio's policy of investing
at least 65% of its assets in small-sized companies. In addition, the Portfolio
has the flexibility to invest in companies with a market capitalization of any
size when the 65% policy is met. As a result of these policies, the average
market capitalization of the Portfolio at any particular time may exceed $2.7
billion, particularly at times when the market values of small company stocks
are rising. 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 following replaces the first sentence in the section of the
Prospectus entitled "Certain Investment Strategies -- Foreign Securities" in its
entirety:
The International Equity Portfolio will ordinarily hold no less than
65% of its total assets in foreign securities, and the Post-Venture Capital
Portfolio may invest up to 20% of its total assets in the securities of foreign
issuers. The Small Company Growth Portfolio may also invest up to 20% of its
total assets in the securities of foreign issuers, which are not included in the
Portfolio's 65% policy of investing in small-sized companies described above.
Dated: March 5, 1998 TREQF-16-0398
