<PAGE>
WARBURG PINCUS POST-VENTURE CAPITAL FUND
Supplement to the Prospectus dated December 29, 1995
The Board of Directors of Warburg Pincus Post-Venture Capital Fund (the
"Fund") has unanimously approved a Sub-Investment Advisory Agreement (the
"Sub-Advisory Agreement") among the Fund, Warburg, Pincus Counsellors, Inc., the
Fund's investment adviser ("Warburg"), and Abbott Capital Management, L.P.
("Abbott"), pursuant to which Abbott would become the sub-investment adviser to
the Fund. The Sub-Advisory Agreement will be presented to Fund shareholders for
their consideration at a meeting scheduled to be held on May 10, 1996. If the
Sub-Advisory Agreement is approved by shareholders, Abbott would invest a
portion of the Fund's assets (up to 10%) in private investment partnerships that
invest in companies in the venture capital and post-venture capital stages of
development. Abbott is an independent specialized investment firm with assets
under management of approximately $3 billion. Warburg, out of its own resources,
would pay Abbott a sub-advisory fee.
Dated: March 1, 1996
WPDSF-16-0396
0084436.01
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[LETTERHEAD OF WILLKIE FARR & GALLAGHER]
VIA EDGAR TRANSMISSION
March 4, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Warburg, Pincus Post-Venture Capital Fund, Inc.
(the "Fund") (Securities Act File No. 33-61225;
Investment Company Act File No. 811-07327)
Dear Sir or Madam:
Pursuant to Rule 497(e) of the Securities Act of 1933, as amended, I herewith
transmit for filing with the Securities and Exchange Commission a
Supplement, dated March 1, 1996, to the Prospectus of the Fund dated
December 29, 1995.
Very truly yours,
/s/ Vernon Archibald
Vernon Archibald
Legal Assistant
cc: Janna Manes, Esq.
VA:slh
