-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JT2qs6ZcS8Rw905wTeFfrBMpRdDw+YtinwgejfFn0GzEoKFfHZA1rlpjWU9VDWEq iUNw/E9o84gYbCzmNiRKRw== 0000935069-00-000134.txt : 20000309 0000935069-00-000134.hdr.sgml : 20000309 ACCESSION NUMBER: 0000935069-00-000134 CONFORMED SUBMISSION TYPE: N-30D PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS WORLDPERKS MONEY MARKET FUND INC CENTRAL INDEX KEY: 0001066796 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-30D SEC ACT: SEC FILE NUMBER: 811-08899 FILM NUMBER: 563188 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3167 BUSINESS PHONE: 2128789548 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3167 FORMER COMPANY: FORMER CONFORMED NAME: WARBURG PINCUS MONEY MARKET FUND INC DATE OF NAME CHANGE: 19980723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS WORLDPERKS TAX FREE MONEY FUND INC CENTRAL INDEX KEY: 0001066776 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-30D SEC ACT: SEC FILE NUMBER: 811-08901 FILM NUMBER: 563189 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3167 BUSINESS PHONE: 2128789548 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3167 FORMER COMPANY: FORMER CONFORMED NAME: WARBURG PINCUS TAX FREE MONEY MARKET FUND INC DATE OF NAME CHANGE: 19980723 N-30D 1 WP WORLD PERKS ANNUAL REPORT [GRAPHIC OMITTED] NORTHWEST AIRLINES WORLD PERKS(REGISTRATION MARK) INVESTOR MILES(TRADE MARK) ANNUAL REPORT DECEMBER 31, 1999 WARBURG PINCUS WORLDPERKS MONEY MARKET FUND (BULLET) WARBURG PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND [GRAPHIC OMITTED] More complete information about the Funds, including charges and expenses, is provided in the PROSPECTUS, which must precede or accompany this document and which should be read carefully before investing. You may obtain additional copies by calling 800-369-2728 or by writing to Warburg Pincus, P.O. Box 9030, Boston, MA 02205-9030. Provident Distributors, Inc., Distributor, located at Four Falls Corporate Center, 6th Floor, West Conshohocken, PA 19428-2961 is not affiliated with Credit Suisse Asset Management, LLC. Telephone: 800-927-2874. The Trust is advised by Credit Suisse Asset Management, LLC. [GRAPHIC OMITTED] [GRAPHIC OMITTED] CREDIT ASSET WARBURG PINCUS FUNDS SUISSE MANAGEMENT FROM TIME TO TIME, THE FUNDS' INVESTMENT ADVISER AND CO-ADMINISTRATOR MAY WAIVE SOME FEES AND/OR REIMBURSE SOME EXPENSES, WITHOUT WHICH PERFORMANCE WOULD BE LOWER. WAIVERS AND/OR REIMBURSEMENTS ARE SUBJECT TO CHANGE. PERFORMANCE DATA REPRESENT PAST PERFORMANCE AND ARE NOT A GUARANTEE OF FUTURE PERFORMANCE. THE FUNDS' YIELDS WILL FLUCTUATE. EACH FUND SEEKS TO MAINTAIN A CONSTANT NET ASSET VALUE OF $1 PER SHARE; THERE CAN BE NO ASSURANCE THAT IT CAN DO SO ON A CONTINUING BASIS. AN INVESTMENT IN EACH FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THE VIEWS OF THE FUNDS' MANAGEMENT ARE AS OF THE DATE OF THE LETTERS AND PORTFOLIO HOLDINGS DESCRIBED IN THIS DOCUMENT ARE AS OF DECEMBER 31, 1999; THESE VIEWS AND PORTFOLIO HOLDINGS MAY HAVE CHANGED SUBSEQUENT TO THESE DATES. NOTHING IN THIS DOCUMENT IS A RECOMMENDATION TO PURCHASE OR SELL SECURITIES. FUND SHARES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF CREDIT SUISSE ASSET MANAGEMENT, LLC ("CSAM") OR ANY AFFILIATE, ARE NOT FDICINCURED AND ARE NOT GUARANTEED BY CSAM OR ANY AFFILIATE. FUND INVESTMENTS ARE SUBJECT TO INVESTMENT RISKS, INCLUDING LOSS OF YOUR INVESTMENT. WARBURG PINCUS WORLDPERKS MONEY MARKET FUND ANNUAL INVESTMENT ADVISER'S REPORT -- DECEMBER 31, 1999 - -------------------------------------------------------------------------------- January 19, 2000 Dear Shareholder: The second half of 1999 was characterized by strong gains in business activity and low levels of inflation, despite a sharp increase in oil prices. The Fed continued to monitor the strength of the domestic economy, increasing labor costs, a shrinking pool of labor, and levels of productivity. To stem an increase in core inflation, two additional tightening moves were initiated by the Fed. As the year drew to a close, potential Y2K market disruptions became the primary focus of the Fed and the markets in general. In the Warburg Pincus Money Market Fund ("the Fund"), providing liquidity for possible year-end redemptions was a key objective for the Fund. Year-end rate pressures provided excellent investment opportunities for the Fund. Investments into January 2000 were made at yields above 6%, or almost 50 basis points above yields available in December 1999. The annualized yield for the Fund for the seven-day period ended December 31, 1999 was 5.06%. Net assets increased 35% since June 30 and totaled $20.3 million at year-end. The Fund's average weighted maturity was shortened to 27 days, reflecting an inverted money market yield curve and Y2K liquidity concerns. In anticipation of further tightening moves by the Fed early in 2000, the Fund is positioned to both participate in any near-term rate increases and to extend out the yield curve. The Fund will continue to emphasize the highest quality securities in order to provide competitive returns without compromising safety and stability of principal. We appreciate your continued support and investment in the Fund. Eugene L. Podsiadlo BlackRock Institutional President Management Corporation Warburg Pincus Funds Sub-Investment Adviser 1 WARBURG PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND ANNUAL INVESTMENT ADVISER'S REPORT -- DECEMBER 31, 1999 - -------------------------------------------------------------------------------- January 19, 2000 Dear Shareholder: For the six-month period ended December 31, 1999, the economy continued to progress based on strong fundamentals and a positive business environment. In fact, even two increases in short-term rates by the Federal Reserve and a hawkish statement portending additional tightening of monetary policy did not dissuade consumers. Strong consumer demand, coupled with technologically efficient producers, contributed to gross domestic product growth which will exceed 4% for the year. Predicated on this environment, municipal money market assets grew by $13 billion to $200 billion in 1999, but asset volatility and market psychology caused tax-exempt money market rates to fluctuate within a wide range. Demand for tax-exempt money market securities remained strong during the third and fourth quarters, particularly in liquid instruments like variable rate demand notes. However, the two increases in short-term rates and a steepening yield curve made term trades in the three-month to one-year range attractive investments. The portfolio composition of Warburg Pincus WorldPerks Tax-Free Money Market Fund ("the Fund") was constantly positioned to take advantage of rate resets on variable rate notes and to capitalize on high credit quality fixed coupon securities. As new issuance is increased in the third and fourth quarters, ahead of possible rate increases, holdings of tax-exempt commercial paper, short municipal bonds and general market notes were increased to capture the 40-60 basis point spread over variable rate demand notes. On December 31, 1999, the Fund's average weighted maturity was 43 days and the 30-day annualized yield was 3.08% without waivers and reimbursements. We appreciate your continued support and investment in the Fund. Eugene L. Podsiadlo BlackRock Institutional President Management Corporation Warburg Pincus Funds Sub-Investment Adviser 2 WARBURG PINCUS WORLDPERKS MONEY MARKET FUND SCHEDULE OF INVESTMENTS--DECEMBER 31, 1999 - --------------------------------------------------------------------------------
RATINGS= PAR (S&P/MOODY'S) MATURITY RATE% VALUE ---- ------------- -------- ----- ----- CERTIFICATES OF DEPOSIT (9.7%) DOMESTIC CERTIFICATES OF DEPOSIT (4.5%) $100,000 Canadian Imperial Bank of Commerce (A-1+, P-1) 02/23/00 5.120 $ 99,818 200,000 Wilmington Trust Co. (A-1, P-1) 01/27/00 5.920 200,000 600,000 Wilmington Trust Co. (A-1, P-1) 01/14/00 5.070 600,000 ----------- 899,818 ----------- YANKEE DOLLAR CERTIFICATES OF DEPOSIT (5.2%) 150,000 Bank of Montreal (A-1+, P-1) 05/10/00 5.180 149,979 300,000 CIBC (A-1+, P-1) 03/15/00 5.180 300,004 500,000 Royal Bank of Canada Euro (A-1+, P-1) 03/02/00 5.265 499,683 100,000 Toronto Dominion Bank (A-1+, P-1) 02/14/00 5.050 99,918 ----------- 1,049,584 ----------- TOTAL CERTIFICATES OF DEPOSIT (Cost $1,949,402) 1,949,402 ----------- COMMERCIAL PAPER (47.3%) AGRICULTURAL SERVICES (2.5%) 500,000 Cargill Global Funding PLC (A-1, P-1) 01/20/00 5.420 498,570 ----------- AIRCRAFT PARTS & AUXILIARY EQUIPMENT (2.9%) 600,000 Textron Financial (NR, P-1) 01/14/00 6.250 598,646 ----------- ASSET BACKED SECURITIES (23.5%) 300,000 Atlantis One Funding Corp. (A-1+, P-1) 01/20/00 5.870 299,071 300,000 Atlantis One Funding Corp. (A-1+, P-1) 01/28/00 5.900 298,672 500,000 Barton Capital Corp. (A-1+, P-1) 01/07/00 6.050 499,496 300,000 Delaware Funding Corp. (A-1+, P-1) 02/14/00 5.840 297,859 400,000 Enterprise Funding Corp. (A-1+, P-1) 01/18/00 6.000 398,867 533,000 Fairway Finance Ltd. (A-1, P-1) 01/10/00 6.950 532,074 300,000 Hd Real Estate Funding Corp. (A-1+, P-1) 02/07/00 5.720 298,236 500,000 Riverwoods Funding Corp. (A-1+, P-1) 01/07/00 6.000 499,500 300,000 Riverwoods Funding Corp. (A-1+, P-1) 01/10/00 6.080 299,544 300,000 Special Purpose Accounts Receivabl (A-1, P-1) 02/28/00 5.980 297,110 500,000 Trident Capital Finance, Inc. (A-1+, P-1) 01/19/00 6.160 498,460 500,000 Windmill Funding (A-1+, P-1) 01/21/00 6.120 498,300 ----------- 4,717,189 ----------- OIL (4.9%) 500,000 AB Spintab (A-1, P-1) 01/24/00 6.030 498,074 200,000 Abbey National North America (A-1+, P-1) 01/31/00 4.920 199,180 300,000 Ing Bank (Internationale Nederland) (A-1+, P-1) 03/06/00 5.880 296,815 ----------- 994,069 -----------
See Accompanying Notes to Financial Statements. 3 WARBURG PINCUS WORLDPERKS MONEY MARKET FUND SCHEDULE OF INVESTMENTS (CONT'D)--DECEMBER 31, 1999 - --------------------------------------------------------------------------------
RATINGS= PAR (S&P/MOODY'S) MATURITY RATE% VALUE ---- ------------- -------- ----- ----- SHORT-TERM BUSINESS CREDIT INSTITUTIONS (12.0%) $500,000 Block Financial Corp. (A-1, P-1) 01/27/00 6.150 $ 497,779 600,000 General Electric Capital Corp. (A-1+, P-1) 02/08/00 5.970 596,219 500,000 Heller Financial, Inc. 01/19/00 6.000 498,500 300,000 Repsol International Finance BV (A-1+, P-1) 02/09/00 6.100 298,017 500,000 St. Michael Finance Ltd. (A-1+, P-1) 01/25/00 5.950 498,017 ----------- 2,388,532 ----------- TELEPHONE COMMUNICATIONS (1.5%) 300,000 British Telecommunication (A-1+, P-1) 02/16/00 5.820 297,769 ----------- TOTAL COMMERCIAL PAPER (Cost $9,494,775) 9,494,775 ----------- MEDIUM TERM NOTE (1.5%) PERSONAL CREDIT INSTITUTIONS (1.5%) 300,000 General Motors Acceptance Corp. (Cost $300,502) (A, A2) 05/24/00 6.650 300,502 ----------- VARIABLE RATE DEMAND NOTES (25.1%) BANK (11.2%) 500,000 Bayerische Hypo-Und Vereinsbank (A-1+, P-1) 01/14/00 6.372 499,915 500,000 Smm Trust 1999-E (NR, NR) 01/06/00 6.105 500,000 150,000 Smm Trust 1999-I (NR, NR) 02/28/00 6.101 150,000 600,000 U.S. Bancorp (A1, NR) 01/27/00 6.541 600,171 500,000 Wells Fargo & Co. (NR, B) 03/31/00 6.064 499,878 ----------- 2,249,964 -----------
See Accompanying Notes to Financial Statements. 4 WARBURG PINCUS WORLDPERKS MONEY MARKET FUND SCHEDULE OF INVESTMENTS (CONT'D)--DECEMBER 31, 1999 - --------------------------------------------------------------------------------
RATINGS= PAR (S&P/MOODY'S) MATURITY RATE% VALUE ---- ------------- -------- ----- ----- PERSONAL CREDIT INSTITUTIONS (5.9%) $300,000 American Honda Finance Corp. (A, A2) 01/31/00 6.139 $ 299,910 400,000 American Honda Finance Corp. (A, A2) 02/24/00 6.052 399,969 500,000 General Motors Acceptance Corp. (A, A2) 01/20/00 6.157 499,833 ----------- 1,199,712 ----------- PETROLEUM REFINING (2.5%) 500,000 Texaco Capital, Inc. (A1, NR) 02/04/00 6.009 499,834 ----------- SECURITIES, BROKERS, DEALERS (3.0%) 600,000 The Goldman Sachs Group, Inc. (A1, A+) 01/07/00 6.330 600,018 ----------- SHORT-TERM BUSINESS CREDIT INSTITUTIONS (2.5%) 500,000 Caterpillar Financial Services Corp. (A+, A2) 01/10/00 6.214 500,155 ----------- TOTAL VARIABLE RATE DEMAND NOTES (Cost $5,049,683) 5,049,683 ----------- REPURCHASE AGREEMENTS (16.4%) 3,290,000 Repurchase Agreement with Morgan Stanley & Co., Inc. dated 12/31/99 at 2.5000% to be repurchased at 3,371,871 on 01/03/00. (Collaterized by $3,330,000, U.S. Treasury Note at 6.250%, due 10/31/01. Market Value of collateral is $3,334,163) 01/03/00 2.500 3,290,000 ----------- TOTAL INVESTMENTS AT VALUE (100.0%) (Cost $20,084,362*) $20,084,362 ===========
INVESTMENT ABBREVIATIONS NR= Not Rated - -------------------------------------------------------------------------------- * Also cost for federal income tax purposes. = Credit ratings given by Moody's Investors Service, Inc. and Standard & Poor's Ratings Services are unaudited. See Accompanying Notes to Financial Statements. 5 WARBURG PINCUS WORLDPERKS MONEY MARKET FUND SCHEDULE OF INVESTMENTS (CONT'D)--DECEMBER 31, 1999 (UNAUDITED) - -------------------------------------------------------------------------------- MATURITY SCHEDULE (DAYS) PAR PERCENTAGE OF PORTFOLIO ----------------- ----------- ---------------------------- (CUMULATIVE) 1-7 $ 5,390,000 26.8% 26.8% 8-14 3,033,000 15.1 41.9 15-30 5,800,000 28.8 70.7 31-60 3,850,000 19.1 89.8 61-90 1,100,000 5.5 95.3 91-120 500,000 2.5 97.8 121-150 450,000 2.2 100.0 Over 150 0 0.0 100.0 ----------- ----- $20,123,000 100.0% =========== ===== Average Weighted Maturity -- 26.81 days See Accompanying Notes to Financial Statements. 6 WARBURG PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND SCHEDULE OF INVESTMENTS -- DECEMBER 31, 1999 - --------------------------------------------------------------------------------
RATINGS= PAR (S&P/MOODY'S) MATURITY RATE%(DAGGER) VALUE ---- ------------- -------- ------------- ----- MUNICIPAL OBLIGATIONS (100.0%) ARIZONA (4.7%) $500,000 Maricopa County Pollution Control Revenue Bond (Southern California Edison) Series F (A-1, P-1) 02/15/00 3.750 $ 500,000 ----------- COLORADO (2.8%) 300,000 Douglas County CO School District (NR, NR) 06/30/00 4.500 301,295 ----------- GEORGIA (4.7%) 500,000 Burke County Development Authority Pollution Control Revenue Bond (Oglethorpe Power Corp. Project) Series 1994A DN (FGIC Insurance LOC) (A-1+, VMIG-1) 01/07/00 5.400 500,000 ----------- ILLINOIS (0.9%) 100,000 City of Chicago General Obligation Bond Series B (A-1+, VMIG-1) 01/05/00 5.550 100,000 ----------- INDIANA (4.7%) 500,000 Indiana State Development Financial Authority Pollution Control Revenue Bond (Canadian Imperial Bank LOC) (NR, VMIG-1) 03/01/00 3.000 500,000 ----------- IOWA (4.7%) 500,000 Iowa Finance Authority Solid Waste Disposal Revenue Bonds (Cedar River Paper Co. Project)(Bank of Nova Scotia LOC) (A-1+, P-1) 01/01/00 5.200 500,000 ----------- KENTUCKY (2.3%) 250,000 Owensboro-Daviess Cnty Ky Regional Water Resource Agency Wastewater Revenue Bond Anticipation Notes (SP-1, NR) 09/01/00 4.400 250,804 ----------- LOUISIANA (3.7%) 400,000 Louisiana Public Facilities Authority, Hospital Revenue, Willis-Knighton Medical Center (AMBAC Insured) (final maturity 9/1/27) (A-1+, VMIG-1) 01/07/00 5.650 400,000 ----------- MICHIGAN (1.8%) 200,000 Midland County Economic Development Corp. (Dow Chemical Company) Series B DN (A-1, P-1) 01/01/00 5.050 200,000 ----------- MINNESOTA (4.7%) 300,000 Hennepin County General Obligation Bond Series 1997C DN (Westdeutsche Landesbank SPA) (A-1+, VMIG-1) 01/07/00 5.400 300,000 200,000 Minneapolis General Obligation Bond Series 1998B DN (Bayerische Landes bank Girozentrale LOC) (A-1+, VMIG-1) 01/07/00 5.400 200,000 ----------- 500,000 -----------
See Accompanying Notes to Financial Statements. 7 WARBURG PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND SCHEDULE OF INVESTMENTS (CONT'D)--DECEMBER 31, 1999 - --------------------------------------------------------------------------------
RATINGS= PAR (S&P/MOODY'S) MATURITY RATE%(DAGGER) VALUE ---- ------------- -------- ------------- ----- MISSISSIPPI (2.8%) $300,000 Jackson County Port Facility Revenue Bond (Chevron USA Income Project) Series 1993 DN (NR, P-1) 05/01/00 3.850 $ 300,000 ----------- MISSOURI (8.4%) 400,000 Maries County IDA Solid Waste Management Revenue Bond (Kingsford Products Company Project) (Clorox Company Incorporated Guarantee) (A-1, NR) 01/07/00 5.650 400,000 500,000 Missouri Environmental Improvement & Energy Resource Authority Revenue Bond (Monsanto Co. Project) Series 1988 DN (NR, P-1) 01/01/00 5.650 500,000 ----------- 900,000 ----------- NEW JERSEY (3.7%) 300,000 Barnegat TWP NJ Bond Anticipation Notes (NR, NR) 01/10/00 3.930 300,020 100,000 New Jersey Sports & Exhibition Authority Series 1992C DN (Barclays Bank LOC) (A-1, VMIG-1) 01/07/00 5.400 100,000 ----------- 400,020 ----------- NEW YORK (3.6%) 100,000 New York City General Obligation Bond Series 1992B (A-1+, VMIG-1) 01/01/00 4.500 100,000 200,000 New York City General Obligation Bond Series 1993 Subseries A-10 DN (A-1+, VMIG-1) 01/01/00 4.500 200,000 100,000 New York City, New York General Obligation Bond Series B (A-1+, VMIG-1) 01/01/00 4.500 100,000 ----------- 400,000 ----------- NORTH CAROLINA (6.5%) 500,000 Charlotte Airport Refunding Revenue Bond Series 1997A DN (MBIA Insurance LOC) (A-1+, VMIG-1) 01/07/00 5.250 500,000 200,000 Mecklenburg County General Obligation Bond Series 1996B DN (A-1+, VMIG-1) 01/07/00 5.300 200,000 ----------- 700,000 -----------
See Accompanying Notes to Financial Statements. 8 WARBURG PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND SCHEDULE OF INVESTMENTS (CONT'D)--DECEMBER 31, 1999 - --------------------------------------------------------------------------------
RATINGS= PAR (S&P/MOODY'S) MATURITY RATE%(DAGGER) VALUE ---- ------------- -------- ------------- ----- OHIO (7.4%) $250,000 Butler County Ohio Bond Anticipation Notes (NR, VMIG-1) 03/15/00 4.180 $ 250,240 250,000 Butler County Ohio Bond Anticipation Notes (NR, MIG-1) 03/16/00 3.670 250,234 200,000 North Royalton Ohio Bond Anticipation Notes (NR, NR) 09/21/00 3.950 200,208 100,000 Ohio Water Development Authority Pollution Control Revenue Bond (Cleveland Electric Co. Project) Series 1997B DN (FNB Chicago LOC) (A-1+, P-1) 01/07/00 5.350 100,000 ----------- 800,682 ----------- OKLAHOMA (2.8%) 300,000 Tulsa Oklahoma Independent School District Union Board of Education (NR, NR) 05/01/00 4.875 301,211 ----------- PENNSYLVANIA (7.4%) 100,000 Pennsylvania Higher Education Assistance Agency Student Loan Revenue Bond Series 1988A DN (Sallie Mae LOC) (A-1+, VMIG-1) 01/07/00 5.900 100,000 300,000 Pennsylvania Higher Education Facilities Authority Revenue Bond ( University of Pennsylvania Health Services Project) Series B (A-1+, VMIG-1) 01/01/00 5.500 300,000 400,000 Pennsylvania Higher Education Facilities Authority Revenue Bond (University of Pennsylvania Project) Series 1994B DN (A-1+, VMIG-1) 01/07/00 5.500 400,000 ----------- 800,000 ----------- RHODE ISLAND (4.7%) 500,000 Rhode Island, State and Providence Plan. Multi-Modal General Obligation Bonds (Landesbank Hessen-Thuringen LOC) (A-1, VMIG-1) 01/05/00 5.600 500,000 ----------- TEXAS (6.6%) 410,000 Harris County Tax Exempt Commercial Paper (A-1+, P-1) 02/11/00 3.900 410,000 300,000 Texas State Tax & Revenue Anticipation Notes (SP-1+, MIG-1) 08/31/00 4.500 301,158 ----------- 711,158 -----------
See Accompanying Notes to Financial Statements. 9 WARBURG PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND SCHEDULE OF INVESTMENTS (CONT'D)--DECEMBER 31, 1999 - --------------------------------------------------------------------------------
RATINGS= PAR (S&P/MOODY'S) MATURITY RATE%(DAGGER) VALUE ---- ------------- -------- ------------- ----- VIRGINIA (6.4%) $485,000 Alexandria IDA Revenue Bond (Super & Curr Project) Series 1997 DN (First Union National Bank of North Carolina LOC) (A-1, NR) 01/07/00 5.350 $ 485,000 200,000 Peninsula Port Authority of Virginia Coal Terminal Revenue Bond (Dominion Terminal Associates Project) Series 1987D DN (Barclays Bank LOC) (P-1, NR) 01/01/00 4.950 200,000 ----------- 685,000 ----------- WEST VIRGINIA (4.7%) 500,000 Marion County, West Virginia Solid Waste Disposal Facilities Revenue Bond (Grant Town Project) Series D / (National Westminster Bank PLC LOC) (A-1+, VMIG-1) 01/07/00 5.650 500,000 ----------- TOTAL MUNICIPAL OBLIGATIONS (Cost $10,750,170) 10,750,170 ----------- TOTAL INVESTMENTS AT VALUE (100.0%) (Cost $10,750,170*) $10,750,170 ===========
INVESTMENT ABBREVIATIONS DN = Demand Note IDA = Industrial Development Agency LOC = Letter of Credit NR = Not Rated - -------------------------------------------------------------------------------- = Credit ratings given by Moody's Investors Service, Inc. and Standard & Poor's Ratings Services are unaudited. (DAGGER) The interest rate shown is the rate as of December 31, 1999 and the maturity date shown is the longer of the next interest readjustment date or the date the principal amount owed can be recovered through demand. * Also cost for federal income tax purposes. See Accompanying Notes to Financial Statements. 10 WARBURG PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND MATURITY SCHEDULE OF PORTFOLIO--DECEMBER 31, 1999 (UNAUDITED) - -------------------------------------------------------------------------------- MATURITY SCHEDULE (DAYS) PAR PERCENTAGE OF PORTFOLIO ----------------- ----------- -------------------------- (Cumulative) 1-7 $ 6,885,000 64.1% 64.1% 8-14 300,000 2.8 66.9 15-30 0 0.0 66.9 31-60 910,000 8.5 75.4 61-90 1,000,000 9.3 84.7 91-120 0 0.0 84.7 121-150 600,000 5.6 90.3 Over 150 1,050,000 9.7 100.0 ----------- ------ $10,745,000 100.0% =========== ====== Average Weighted Maturity -- 43.09 days See Accompanying Notes to Financial Statements. 11 WARBURG PINCUS WORLDPERKS MONEY MARKET FUND STATEMENT OF ASSETS AND LIABILITIES December 31, 1999 - -------------------------------------------------------------------------------- ASSETS Investments at value (Cost $20,084,362) $20,084,362 Interest receivable 123,328 Fund share receivable 94,400 Cash 1,527 Other Assets 295 ----------- TOTAL ASSETS 20,303,912 ----------- LIABILITIES Fund share payable 14,901 Dividend payable 2,271 Accrued expenses payable 23,267 ----------- TOTAL LIABILITIES 40,439 ----------- NET ASSETS Net assets consist of: Capital stock 20,265 Additional paid in capital 20,243,680 Accumulated net realized loss from security transactions (472) ----------- $20,263,473 =========== NET ASSET VALUE, offering and redemption price per share ($20,263,473 (DIVIDE) 20,263,945 shares of $0.001 par value capital stock outstanding) $1.00 ===== See Accompanying Notes to Financial Statements. 12 WARBURG PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND STATEMENT OF ASSETS AND LIABILITIES December 31, 1999 - -------------------------------------------------------------------------------- ASSETS Investments at value (Cost $10,750,170) $10,750,170 Fund share receivable 83,802 Interest receivable 76,875 Cash 74,637 ----------- TOTAL ASSETS 10,985,484 ----------- LIABILITIES Fund share payable 42,000 Dividend payable 348 Accrued expenses payable 15,895 ----------- TOTAL LIABILITIES 58,243 ----------- NET ASSETS Net assets consist of: Capital stock 10,927 Additional paid in capital 10,916,314 ----------- $10,927,241 =========== NET ASSET VALUE, offering and redemption price per share ($10,927,241 (DIVIDE) 10,927,241 shares of $0.001 par value capital stock outstanding) $1.00 ===== See Accompanying Notes to Financial Statements. 13 WARBURG PINCUS WORLDPERKS MONEY MARKET AND WORLD PERKS TAX FREE MONEY MARKET FUNDS STATEMENTS OF OPERATIONS For the Year Ended December 31, 1999 - -------------------------------------------------------------------------------- WORLDPERKS WORLDPERKS TAX FREE MONEY MARKET FUND MONEY MARKET FUND ----------------- ------------------- INVESTMENT INCOME $825,742 $392,374 -------- -------- EXPENSES: Investment advisory 62,542 48,919 Administrative services 31,497 25,352 Distribution fees 39,089 30,574 Audit 20,902 20,903 Blue Sky 31,881 24,201 Legal 10,784 16,867 Custodian 11,968 12,001 Transfer agent 29,512 10,339 Directors 12,696 12,794 Printing 12,333 12,096 Miscellaneous 2,227 2,438 -------- -------- 265,431 216,484 Less: fees waived, expenses reimbursed and transfer agent offsets (146,601) (123,537) -------- -------- Total expenses 118,830 92,947 -------- -------- Net investment income 706,912 299,427 -------- -------- NET REALIZED AND UNREALIZED LOSS FROM INVESTMENTS Net realized loss from security transactions (472) 0 -------- -------- Net increase in net assets resulting from operations $706,440 $299,427 ======== ======== See Accompanying Notes to Financial Statements. 14 WARBURG PINCUS WORLDPERKS MONEY MARKET AND WORLDPERKS TAX FREE MONEY MARKET FUNDS STATEMENTS OF CHANGES IN NET ASSETS - ---------------------------------------------------------------------------
WORLDPERKS WORLD PERKS TAX FREE MONEY MARKET FUND MONEY MARKET FUND ---------------------------------- ---------------------------------- FOR THE PERIOD FOR THE PERIOD OCTOBER 1, 1998 OCTOBER 1, 1998 FOR THE (COMMENCEMENT FOR THE (COMMENCEMENT YEAR ENDED OF OPERATIONS) YEAR ENDED OF OPERATIONS) DECEMBER 31, THROUGH DECEMBER 31, THROUGH 1999 DECEMBER 31, 1998 1999 DECEMBER 31, 1998 ------------ ----------------- ------------ ----------------- FROM OPERATIONS: Net investment income $ 706,912 $ 135,178 $ 229,427 $ 72,430 Net realized gain (loss) from security transactions (472) 112 0 0 ------------ ----------- ------------ ----------- Net increase in net assets resulting from operations 706,440 135,290 229,427 72,430 ------------ ----------- ------------ ----------- NET DECREASE FROM DIVIDENDS: Dividends from net investment income (707,025) (135,178) (229,427) (72,430) ------------ ----------- ------------ ----------- FROM CAPITAL SHARE TRANSACTIONS (AT $1 PER SHARE): Proceeds from sale of shares 26,478,163 19,852,748 12,444,093 13,444,874 Reinvested dividends 680,975 121,553 279,852 62,708 Net asset value of shares redeemed (19,820,586) (7,148,907) (12,385,264) (3,019,022) ------------ ----------- ------------ ----------- Net increase in net assets from capital share transactions 7,338,552 12,825,394 338,681 10,488,560 ------------ ----------- ------------ ----------- Net increase in net assets 7,337,967 13,825,506 338,681 10,488,560 NET ASSETS: Beginning of period 12,925,506 100,000 10,588,560 100,000 ------------ ----------- ------------ ----------- End of period $ 20,263,473 $12,925,506 $ 10,927,241 $10,588,560 ============ =========== ============ ===========
See Accompanying Notes to Financial Statements. 15 WARBURG PINCUS WORLDPERKS MONEY MARKET FUND FINANCIAL HIGHLIGHTS (For a Share of the Fund Outstanding Throughout Each Period) - -------------------------------------------------------------------------------- PERIOD ENDED: 1999 1998 1 ------- -------- PER-SHARE DATA Net asset value, beginning of period $ 1.00 $ 1.00 ------- ------- INVESTMENT ACTIVITIES: Net investment income .0445 .0115 ------- ------- LESS DIVIDENDS: Dividends from net investment income (.0445) (.0115) ------- ------- NET ASSETS VALUE, END OF PERIOD $ 1.00 $ 1.00 ======= ======= Total return 4.55% 1.15% 2 RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (000s omitted) $20,263 $12,926 Ratios of expenses to average net assets .77% 3 .58% 3,4 Ratio of net income to average net assets 4.52% 5.13% 4 Decrease reflected in above operating expense ratios due to waivers/reimbursements .93% 1.24% 4 - -------------------------------------------------------------------------------- 1 For the period October 1, 1998 (Commencement of Operations) through December 31, 1998. 2 Non-annualized. 3 Interest earned on uninvested cash balances is used to offset portions of the transfer agent expense. These arrangements resulted in a reduction to the net expense ratio by .01% for the year ended December 31, 1999 and by .00% for the period ended December 31, 1998. The Common Class shares operating expense ratios after reflecting these arrangements were .76% for the year ended December 31, 1999 and .58% for the period ended December 31, 1998. 4 Annualized. See Accompanying Notes to Financial Statements. 16 WARBURG PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND FINANCIAL HIGHLIGHTS (For a Share of the Fund Outstanding Throughout Each Period) - -------------------------------------------------------------------------------- PERIOD ENDED: 1999 1998 1 ------- ------- PER-SHARE DATA Net asset value, beginning of period $ 1.00 $ 1.00 ------- ------- INVESTMENT ACTIVITIES: Net investment income .0245 .0066 ------- ------- LESS DIVIDENDS: Dividends from net investment income (.0245) (.0066) ------- ------- NET ASSETS VALUE, END OF PERIOD $ 1.00 $ 1.00 ======= ======= Total return 2.47% .66% 2 RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (000s omitted) $10,927 $10,589 Ratios of expenses to average net assets .77% 3 .58% 3,4 Ratio of net income to average net assets 2.45% 2.91% 4 Decrease reflected in above operating expense ratios due to waivers/reimbursements 1.00% 1.31% 4 - -------------------------------------------------------------------------------- 1 For the period October 1, 1998 (Commencement of Operations) through December 31, 1998. 2 Non-annualized. 3 Interest earned on uninvested cash balances is used to offset portions of the transfer agent expense. These arrangements resulted in a reduction to the net expense ratio by .01% for the year ended December 31, 1999 and by .00% for the period ended December 31, 1998. The Common Class shares operating expense ratios after reflecting these arrangements were .76% for the year ended December 31, 1999 and .58% for the period ended December 31, 1998. 4 Annualized. See Accompanying Notes to Financial Statements. 17 WARBURG PINCUS WORLDPERKS MONEY MARKET AND WORLDPERKS TAX FREE MONEY MARKET FUNDS NOTES TO FINANCIAL STATEMENTS December 31, 1999 - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Warburg Pincus WorldPerks Money Market Fund (the "WorldPerks Money Market Fund") and Warburg Pincus WorldPerks Tax Free Money Market Fund (the "WorldPerks Tax Free Money Market Fund") are registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as diversified, open-end management investment companies. Investment objectives for each Fund are as follows: the WorldPerks Money Market Fund is designed to provide investors with high current income consistent with preservation of capital and liquidity; and the WorldPerks Tax Free Money Market Fund is designed to provide investors with as high a level of current income that is exempt from federal personal income taxes as is consistent with preservation of capital and liquidity. The net asset value of each Fund is determined twice daily as of noon and the close of regular trading on the New York Stock Exchange. Each Fund's investments are valued under the amortized cost method, which approximates market value, unless a Fund's Board of Directors determines that using this method would not reflect an investment's value. Amortized cost involves valuing a Fund holding initially at its cost and then assumes a constant amortization to maturity of any discount or premium. The amortized cost method ignores any impact of fluctuating interest rates. Security transactions are accounted for on a trade date basis. Interest income is recorded on the accrual basis. 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 are declared daily and paid monthly. Distributions of net realized capital gains, if any, are declared and paid annually, although the WorldPerks Money Market Fund may declare and pay short-term capital gains, if any, periodically as the Board of Directors determines. 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. No provision is made for federal income taxes as it is each Fund's intention to continue to qualify for and elect the tax treatment applicable to regulated investment companies under the Internal Revenue Code of 1986, as amended, and make the requisite distributions to its shareholders which will be sufficient to relieve it from federal income and excise taxes. 18 WARBURG PINCUS WORLDPERKS MONEY MARKET AND WORLDPERKS TAX FREE MONEY MARKET FUNDS NOTES TO FINANCIAL STATEMENTS (CONT'D) December 31, 1999 - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES -- (CONT'D) Each Fund may enter into repurchase agreement transactions. Under the terms of a typical repurchase agreement, a Fund acquires an underlying security subject to an obligation of the seller to repurchase. Securities pledged as collateral for repurchase agreements are held by the Fund's custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal; however, in the event of default or bankruptcy by the other party to the agreement, retention of the collateral may be subject to legal proceedings. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Funds have an arrangement with their transfer agent whereby interest earned on uninvested cash balances was used to offset a portion of their transfer agent expense. For the year ended December 31, 1999, each Fund received credits or reimbursements under this arrangement as follows: FUND YEAR ENDED ---- ---------- WorldPerks Money Market $1,861 WorldPerks Tax Free Money Market $1,263 2. INVESTMENT ADVISER AND SUB-ADVISER, CO-ADMINISTRATORS AND DISTRIBUTOR On July 6, 1999, Credit Suisse Asset Management, LLC ("CSAM") became each Fund's investment adviser as a result of the acquisition of Warburg Pincus Asset Management, Inc. ("Warburg Pincus") by Credit Suisse Group ("Credit Suisse") and the combination of Warburg Pincus with Credit Suisse's existing U.S. asset management business. CSAM is an indirect wholly-owned subsidiary of Credit Suisse. For its investment advisory services, CSAM receives a fee calculated at an annual rate of .40% of each Fund's average daily net assets. For the year ended December 31, 1999, investment advisory fees, voluntary waivers and expense reimbursements were as follows: GROSS NET EXPENSE FUND ADVISORY FEE WAIVER ADVISORY FEE REIMBURSEMENT ---- ------------ -------- ------------ ------------- WorldPerks Money Market $62,542 $(62,542) $ 0 $(50,928) WorldPerks Tax Free Money Market 48,919 (48,919) 0 (48,895) 19 WARBURG PINCUS WORLDPERKS MONEY MARKET AND WORLDPERKS TAX FREE MONEY MARKET FUNDS NOTES TO FINANCIAL STATEMENTS (CONT'D) December 31, 1999 - -------------------------------------------------------------------------------- 2. INVESTMENT ADVISER AND SUB-ADVISER, CO-ADMINISTRATORS AND DISTRIBUTOR -- (CONT'D) BlackRock Institutional Management Corporation ("BIMC"), formerly PNC Institutional Management Corporation, a majority-owned subsidiary of PNC Bank, N.A., serves as each Fund's sub-investment adviser. From its investment advisory fee, CSAM pays BIMC a fee. No compensation is paid by the WorldPerks Funds to BIMC for its sub-investment advisory service. Counsellors Funds Service, Inc. ("CFSI"), a wholly-owned subsidiary of CSAM, served as co-administrator of each Fund until November 1, 1999. For the period January 1, 1999 through October 31, 1999, co-administrative services fees earned by CFSI were as follows: FUND CO-ADMINISTRATION FEE WAIVER CO-ADMINISTRATION FEE ---- --------------------- --------- --------------------- WorldPerks Money Market $12,225 $(12,225) $ 0 WorldPerks Tax Free Money Market 10,370 (10,370) 0 On November 1, 1999, Credit Suisse Asset Management Securities, Inc. ("CSAMSI") replaced CFSI as co-administrator to each Fund. PFPC Inc. ("PFPC"), an indirect subsidiary of PNC Bank Corp. ("PNC"), also serves as each Fund's co-administrator. For its administrative services, CSAMSI, currently receives a fee calculated at an annual rate of .10% of each Fund's average daily net assets. For the period November 1, 1999 through December 31, 1999, administrative services fees earned by CSAMSI were as follows: FUND CO-ADMINISTRATION FEE WAIVER CO-ADMINISTRATION FEE ---- --------------------- --------- --------------------- WorldPerks Money Market $3,410 $(3,410) $ 0 WorldPerks Tax Free Money Market 1,860 (1,860) 0 For administrative services, PFPC currently receives a fee, exclusive of out-of pocket expenses, calculated as follows: AVERAGE DAILY NET ASSETS ANNUAL RATE ------------------ ----------- First $500 million 0.10% Next $1 Billion 0.075% Over $1.5 Billion 0.05% ================== ====== 20 WARBURG PINCUS WORLDPERKS MONEY MARKET AND WORLDPERKS TAX FREE MONEY MARKET FUNDS NOTES TO FINANCIAL STATEMENTS (CONT'D) December 31, 1999 - -------------------------------------------------------------------------------- 2. INVESTMENT ADVISER AND SUB-ADVISER, CO-ADMINISTRATORS AND DISTRIBUTOR -- (CONT'D) For the year ended December 31, 1999, administrative service fees earned and voluntarily waived by PFPC (including out-of-pocket expenses) were as follows: NET FUND CO-ADMINISTRATION FEE WAIVER CO-ADMINISTRATION FEE ---- --------------------- --------- --------------------- WorldPerks Money Market $15,862 $(15,635) $227 WorldPerks Tax Free Money Market 13,122 (12,230) 892 CSAMSI also serves as each Fund's distributor. Provident Distributors, Inc. will become each Fund's distributor effective January 1, 2000. CSAMSI receives a fee calculated at an annual rate of .25% of the average daily net assets of each Fund's Common Class shares. For the year ended December 31, 1999, shareholder servicing and distribution fees paid to CSAMSI were as follows: FUND DISTRIBUTION FEE ---- ---------------- WorldPerks Money Market $39,089 WorldPerks Tax Free Money Market 30,574 3. CAPITAL SHARE TRANSACTIONS Transactions in shares of each Fund were as follows:
WORLDPERKS WORLD PERKS TAX FREE MONEY MARKET FUND MONEY MARKET FUND ---------------------------------- ---------------------------------- FOR THE PERIOD FOR THE PERIOD OCTOBER 1, 1998 OCTOBER 1, 1998 FOR THE (COMMENCEMENT FOR THE (COMMENCEMENT YEAR ENDED OF OPERATIONS) YEAR ENDED OF OPERATIONS) DECEMBER 31, THROUGH DECEMBER 31, THROUGH 1999 DECEMBER 31, 1998 1999 DECEMBER 31, 1998 ------------ ----------------- ------------ ----------------- Shares sold $26,478,163 $19,852,748 $12,444,093 $13,444,874 Shares issued to shareholders on reinvestments of dividends 680,975 121,553 279,852 62,708 Shares redeemed (19,820,586) (7,148,907) (12,385,264) (3,019,022) ----------- ----------- ----------- ----------- Net increase in shares outstanding 7,338,552 12,825,394 338,681 10,488,560 ----------- ----------- ----------- -----------
4. CAPITAL LOSS CARRYOVER At December 31, 1999, capital loss carryovers available to offset possible future capital gains of the WorldPerks Money Market Fund were as follows: CAPITAL LOSS CARRYOVER TOTAL CAPITAL EXPIRING IN 2007 LOSS CARRYOVER ---------------------- -------------- $472 $472 21 WARBURG PINCUS WORLDPERKS MONEY MARKET AND WORLDPERKS TAX FREE MONEY MARKET FUNDS REPORT OF INDEPENDENT ACCOUNTANTS - -------------------------------------------------------------------------------- To the Board of Directors and Shareholders of WARBURG, PINCUS WORLDPERKS MONEY MARKET FUND, INC. AND WARBURG, PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND, INC.: In our opinion, the accompanying statements of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Warburg, Pincus WorldPerks Money Market Fund, Inc. and Warburg, Pincus WorldPerks Tax Free Money Market Fund, Inc. (the "Funds") at December 31, 1999, and the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years (or periods) then ended and the financial highlights for each of the years (or periods) presented, in conformity with accounting principles generally accepted in the United States. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 1999 by correspondence with the custodians and brokers, provide a reasonable basis for the opinion expressed above. PRICEWATERHOUSECOOPERS LLP 2400 Eleven Penn Center Philadelphia, Pennsylvania February 3, 2000 22 RESULTS OF SPECIAL MEETING OF SHAREHOLDERS (UNAUDITED) At a special meeting of shareholders held on May 21, 1999, four proposals were submitted for the vote of shareholders of the Funds. The proposals and voting results were: 1. To approve a new investment advisory agreement between each Fund and CSAM. WORLD PERKS MONEY % OF SHARES TO TOTAL % OF SHARES TO TOTAL MARKET FUND SHARES OUTSTANDING SHARES SHARES VOTED ----------------- ------ -------------------- -------------------- For 7,195,639.7100 58.5756% 95.5767% Against 201,544.0000 1.6407% 2.6770% Abstain 131,469.2300 1.0702% 1.7463% WORLD PERKS TAX-FREE % OF SHARES TO TOTAL % OF SHARES TO TOTAL MONEY MARKET FUND SHARES OUTSTANDING SHARES SHARES VOTED -------------------- ------ -------------------- -------------------- For 8,098,863.5600 73.4264% 92.5890% Against 566,455.0500 5.1356% 6.4759% Abstain 81,789.9700 0.7415% 0.9351% 2. To elect Directors of each Fund. WORLD PERKS MONEY MARKET FUND FOR WITHHELD ---------------- ---------------- ------------ R.H. Francis 7,236,351.5700 292,301.3700 J.W. Fritz 7,236,351.5700 292,301.3700 J.E. Garten 7,236,351.5700 292,301.3700 J.S. Pasman 7,236,351.5700 292,301.3700 W.W. Priest 7,236,351.5700 292,301.3700 S.N. Rappaport 7,236,351.5700 292,301.3700 A.M. Reichman 7,236,351.5700 292,301.3700 A.B. Trowbridge 7,236,351.5700 292,301.3700 WORLD PERKS TAX-FREE MONEY MARKET FUND FOR WITHHELD ------------------ -------------- ------------- R.H. Francis 8,325,794.1900 421,314.3900 J.W. Fritz 8,325,794.1900 421,314.3900 J.E. Garten 8,140,688.5300 606,420.0500 J.S. Pasman 8,325,794.1900 421,314.3900 W.W. Priest 8,325,794.1900 421,314.3900 S.N. Rappaport 8,140,688.5300 606,420.0500 A.M. Reichman 8,140,688.5300 606,420.0500 A.B. Trowbridge 8,325,794.1900 421,314.3900 23 - -------------------------------------------------------------------------------- RESULTS OF SPECIAL MEETING OF SHAREHOLDERS -- (CONT'D) 3. To ratify the selection of PricewaterhouseCoopers LLP as the independent accountants for each Fund. WORLD PERKS MONEY % OF SHARES TO TOTAL % OF SHARES TO TOTAL MARKET FUND SHARES OUTSTANDING SHARES SHARES VOTED ---------------- ------ -------------------- -------------------- For 7,353,133.9800 59.8577% 97.6687% Against 109,387.2500 0.8905% 1.4529% Abstain 66,131.7100 0.5383% 0.8784% WORLD PERKS TAX-FREE % OF SHARES TO TOTAL % OF SHARES TO TOTAL MONEY MARKET FUND SHARES OUTSTANDING SHARES SHARES VOTED ------------------ ------ -------------------- -------------------- For 8,420,158.2900 76.3394% 96.2622% Against 187,588.0600 1.7007% 2.1446% Abstain 139,362.2300 1.2635% 1.5932% 4. To approve a new sub-investment advisory agreement between each Fund, CSAM and BIMC, the Fund's sub-investment adviser. WORLD PERKS MONEY % OF SHARES TO TOTAL % OF SHARES TO TOTAL MARKET FUND SHARES OUTSTANDING SHARES SHARES VOTED ---------------- ------ -------------------- -------------------- For 7,089,350.5600 57.7104% 94.1649% Against 261,765.2600 2.1309% 3.4769% Abstain 177,537.1200 1.4452% 2.3582% WORLD PERKS TAX-FREE % OF SHARES TO TOTAL % OF SHARES TO TOTAL MONEY MARKET FUND SHARES OUTSTANDING SHARES SHARES VOTED ------------------ ------ -------------------- -------------------- For 7,702,486.2800 69.8328% 88.0575% Against 964,673.2800 8.7460% 11.0285% Abstain 79,949.0200 0.7248% 0.9140% 24 [GRAPHIC OMITTED] WARBURG PINCUS FUNDS WARBURG PINCUS WORLDPERKS FUNDS, P.O. BOX 9030, BOSTON, MA 02205-9030 800-WARBURG (800-927-2874) (BULLET) www.warburg.com PROVIDENT DISTRIBUTORS, INC., DISTRIBUTOR. FFNWF-2-1299 -----END PRIVACY-ENHANCED MESSAGE-----