<PAGE> 1
INVEST
FOR MILES!
YYYYYYYYY(R) ZZZZZZZZZZ(SM)
FUND PROFILE
October 5, 1998
WARBURG PINCUS YYYYYYYYY
MONEY MARKET FUND
*
WARBURG PINCUS YYYYYYYYY
TAX FREE
MONEY MARKET FUND
This Profile summarizes key information about the funds that is included in
the funds' prospectus. The prospectus includes additional information about the
funds, including a more detailed description of the risks associated with
investing in the funds that you may want to consider before you invest. You may
obtain the prospectus and other information about the funds at no cost by
calling 800-WARBURG (800-927-2874) or on the Warburg Pincus Funds Internet Web
site (www.warburg.com).
GOALS AND PRINCIPAL STRATEGIES
<TABLE>
<CAPTION>
FUND GOAL STRATEGY
<S> <C> <C>
MONEY MARKET FUND High current income consistent with preservation * Invests in high quality "money market" instruments:
of capital and liquidity * obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities
* bank and corporate debt obligations
TAX FREE MONEY
MARKET FUND High current income exempt from federal personal * Invests primarily in short-term tax-exempt debt
income taxes consistent with preservation of obligations issued by states and other
capital and liquidity jurisdictions of the U.S. and their authorities,
agencies and instrumentalities (municipal
securities)
* Fund dividends derived from interest on these
municipal securities will be exempt from federal
personal income taxes
</TABLE>
INVESTMENT RISKS
BOTH FUNDS
All investments involve some level of risk. Before you invest, please make
sure that you understand the risks that apply to your fund.
Investments in the funds are not FDIC-insured or government-endorsed.
Although each fund seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in a fund.
Changes in interest rates and other market conditions will affect the
funds' yields and may cause a decline in the market value of the funds'
investments. In addition, securities held by the funds may be adversely
impacted by a decline in the credit quality of the securities or their issuers
or guarantors.
<PAGE> 2
Xxxxxxxx Airlines may change the Yyyyyyyyy program rules, program
partners, regulations, benefits, conditions of participation or mileage levels,
in whole or in part, at any time, with or without notice, even though changes
may affect the value of mileage or Wwwwwwww(SM) certificates already
accumulated. Award travel is subject to seat availability. In addition, the
posting of miles in connection with fund investments may be terminated or the
amount of miles awarded in relation to dollars invested may be changed.
TAX FREE MONEY MARKET FUND
Municipal securities may derive their revenues from economically related
projects, which could expose the fund to the financial risks of these projects.
INVESTOR PROFILE
These funds are designed for investors who want to invest in a money
market fund and accrue frequent-flyer miles in Xxxxxxxx Airlines Yyyyyyyyy
program. If you are looking to invest for longer-term goals or do not want to
accrue Yyyyyyyyy miles, these funds are not appropriate for you.
You should base your selection of a fund on your own goals, risk
preferences and time horizon.
FEES AND FUND EXPENSES
This table describes the fees and expenses you may bear as a shareholder.
Annual fund operating expense figures are for fiscal 1998, but do not reflect
fee waivers and expense reimbursements.
<TABLE>
<CAPTION>
TAXFREE
MONEY MONEY
MARKET MARKET
FUND FUND
- --------------------------------------------------------------------------------
Annual fund operating expenses (deducted from fund assets)
- --------------------------------------------------------------------------------
<S> <C> <C>
Management fee .40% .40%
- --------------------------------------------------------------------------------
Distribution and service (12b-1) fee* .25% .25%
Other expenses .25% .25%
Total annual fund operating expenses** .90% .90%
- --------------------------------------------------------------------------------
</TABLE>
*The funds expect that the Distribution and service (12b-1) fees for the coming
year will be used primarily to pay for Xxxxxxxx Airlines Yyyyyyyyy miles.
**Through at least February 1999, fund service providers have voluntarily agreed
to waive some of their fees and reimburse expenses. These waivers and
reimbursements are expected to lower fund expenses as follows:
<TABLE>
<CAPTION>
Distribution Total
and annual fund
Management service Other operating
fee (12b-1) fee expenses expenses
<S> <C> <C> <C> <C>
Money
Market
Fund .30% .25% .15% .70%
Tax Free
Money
Market Fund .30% .25% .15% .70%
</TABLE>
EXAMPLE
This example may help you compare the cost of investing in these funds with the
cost of investing in other mutual funds. Because it uses hypothetical
conditions, your actual costs may be higher or lower.
Assume you invest $10,000, each fund returns 5% annually, expense ratios remain
as listed previously, and you close your account at the end of the time periods
shown. Based on these assumptions, your cost would be:
<PAGE> 3
<TABLE>
<S> <C> <C>
BEFORE WAIVERS AND ONE THREE
REIMBURSEMENTS* YEAR YEARS
MONEY MARKET Fund $9 $29
TAX FREE Money Market Fund$9 $29
</TABLE>
*Fee waivers and expense reimbursements would lower your cost as follows:
<TABLE>
<CAPTION>
One year Three years
<S> <C> <C>
Money Market Fund $7 $22
Tax Free Money Market Fund $7 $22
</TABLE>
<PAGE> 4
INVESTMENT ADVISER
Warburg Pincus Asset Management, Inc.
SUB-ADVISER
Blackrock Institutional Management Corporation
ADMINISTRATOR
Credit Suisse Asset Management Limited
HOW TO BUY FUND SHARES
Complete and return the application attached to this Profile and follow
the instructions for investment. If you are not a member of the Yyyyyyyyy
program, you can call Xxxxxxxx Airlines at 000-00-000 (000-000-000) to enroll
before you make an investment in a fund. The initial minimum investment is
$5,000 for most accounts ($500 for Uniform Transfers/Gifts-to-Minors accounts),
and the subsequent minimum investment is $100. The subsequent investment
minimum is $50 through the Automatic Monthly Investment Plan. Trusts,
retirement plans and certain other legal entities cannot invest in the funds.
HOW TO SELL FUND SHARES
You may sell (redeem) your fund shares on days when the New York Stock
Exchange is open, typically Monday through Friday. You may redeem your shares
in writing or by telephone and have redemption proceeds sent by check or
electronic transfer. Fund shareholders may write checks for $500 or more, which
causes a redemption of your investment to cover the amount of the check. You
can also redeem your shares by exchanging into another Warburg Pincus fund
(where you will not accrue miles) or you can participate in the Automatic Cash
Withdrawal Plan.
DISTRIBUTIONS
Dividend distributions from each fund's net investment income are declared
daily and paid monthly. Long-term capital gain distributions, if any, are
declared and paid annually. Short-term capital gain distributions, if any, are
declared and paid periodically for the Money Market Fund (as determined by the
fund's Board) and annually for the Tax Free Money Market Fund. Distributions
will be reinvested unless you select another option on your account
application.
TAXES
Distributions of tax-exempt interest income of the Tax Free Money Market
Fund will generally be exempt from federal personal income taxes, although a
portion of the fund's distributions may be subject to federal income tax.
Distributions you receive from the Money Market Fund, whether reinvested or
taken in cash, are generally considered taxable. Distributions from a fund's
long-term capital gains are taxed as capital gains; distributions from taxable
net investment income and short-term capital gains are generally taxed as
ordinary income. Fund distributions are taxed based on the length of time the
fund holds its assets, regardless of how long you have held fund shares. The
funds will mostly make net investment income distributions.
OTHER SERVICES
XXXXXXXX AIRLINES YYYYYYYYY PROGRAM
The Yyyyyyyyy Program offers free and discounted travel awards on Xxxxxxxx
Airlines, as well as travel upgrades and discounts on car rentals, hotel
accommodations and other products and services.
Investors in the funds can receive Xxxxxxxx Yyyyyyyyy miles based upon the
amount and length of time of investment. Miles accrue daily at an annual rate
of one mile per $4 invested in the funds. Yyyyyyyyy miles will be posted
monthly in arrears based on your average daily fund balance during the previous
month. The average daily balance is calculated by adding each day's balance
during the month and dividing by the number of days in the month. Investors can
receive up to
<PAGE> 5
1,200 bonus miles by investing in a fund by November 30. From November 1998
through April 1999 investors will earn 200 additional Yyyyyyyyy miles for each
month they have at least $5,000 invested. Your miles will appear in your
Xxxxxxxx Yyyyyyyyy program statements. For more information about the Yyyyyyyyy
Program, call 000-00-0000 (000-000-0000).
<PAGE> 6
[APPLICATION]
DETACH AND FOLLOW INSTRUCTIONS
YYYYYYYYY ZZZZZZZZZZ APPLICATION
You can invest in the funds after reading the attached profile, or you can call
800-WARBURG (800-927-2874) for a fund prospectus (and other information) before
you invest.
1 ACCOUNT REGISTRATION (PLEASE PRINT)
Do you have an existing Warburg Pincus account that has an account registration
identical to the one you will indicate immediately below? ____ Yes ____ No
Trusts and retirement plans cannot invest in the funds.
Please complete the information under one of the following headings in this
section:
<TABLE>
<CAPTION>
INDIVIDUAL
- --------------------------------------------------------------------------------
<S> <C> <C>
FIRST NAME MI LAST NAME
SOCIAL SECURITY NUMBER
JOINT TENANT
(1)
- --------------------------------------------------------------------------------
FIRST NAME MI LAST NAME
SOCIAL SECURITY NUMBER
(2)
- --------------------------------------------------------------------------------
FIRST NAME MI LAST NAME
SOCIAL SECURITY NUMBER
</TABLE>
TRANSFERS/GIFTS TO MINORS ($500 MINIMUM PER FUND)
- --------------------------------------------------------------------------------
CUSTODIAN'S NAME (ONLY ONE CAN BE NAMED)
MINOR'S NAME (ONLY ONE CAN BE NAMED)
SOCIAL SECURITY NUMBER OF MINOR
under the STATE OF RESIDENCE UTM/UGM Act
Please call 800-341-5411 to inquire about business accounts.
2 MAILING ADDRESS AND CITIZENSHIP
- --------------------------------------------------------------------------------
STREET OR P.O. BOX
CITY STATE ZIP CODE
( ) ( )
- --------------------------------------------------------------------------------
DAYTIME PHONE EVENING PHONE
Please complete:
___ U.S.Citizen
___ Resident Alien
___ Non-Resident Alien: COUNTRY OF RESIDENCE
Non-resident aliens with a U.S. address must also submit IRS Form W-8.
<PAGE> 7
3 YYYYYYYYY MEMBER INFORMATION
- --------------------------------------------------------------------------------
YYYYYYYYY MEMBER NAME
YYYYYYYYY ACCOUNT NUMBER
If you are not currently a Yyyyyyyyy member, call Xxxxxxxx Airlines at
000-00-000 (000-000-000). For a joint account, the Yyyyyyyyy member must be the
individual listed first. For Transfers/Gifts-to-Minors accounts, the Yyyyyyyyy
member must be the minor.
4 INVESTMENT OPTIONS
Initial investment: $5,000 minimum for each fund ($500 for UTMA/UGMA accounts).
(One check only, payable to Yyyyyyyyy Zzzzzzzzzz.) Please indicate the amount
you are investing in each fund:
<TABLE>
<S> <C>
Yyyyyyyyy Zzzzzzzzzz Money Market Fund (764) $
Yyyyyyyyy Zzzzzzzzzz Tax Free Money Market Fund (765) $
</TABLE>
- --------------------------------------------------------------------------------
TOTAL $
If your initial investment is less than the required amount, money may be
returned to you at the address indicated in Section 2.
5 DISTRIBUTION OPTIONS
If the option below is not elected, all distributions will be reinvested.
Pay all dividends and capital gains in cash.
All distribution checks will be mailed to the address of record unless otherwise
indicated below:
- --------------------------------------------------------------------------------
NAME OF INSTITUTION OR RECIPIENT
STREET OR P.O. BOX
CITY STATE ZIP CODE
NAME ON ACCOUNT ACCOUNT NUMBER
6 AUTOMATIC MONTHLY INVESTMENT PLAN
Please provide the following information to arrange Automatic Monthly
Investments (with a $50 minimum) for your fund, which must first meet the
required minimum initial investment.
Check here to authorize:
____ Automatic Monthly Investment Plan
Note: One common name must appear on both your Warburg Pincus account
registration and your bank account registration.
BANK INFORMATION
Note: Your bank must be a member of the Automated Clearing House (ACH). Please
call your bank if you are unsure.
- --------------------------------------------------------------------------------
NAME OF BANK
ACH/ABA NUMBER (FEDERALROUTING NUMBER)*
NAME(S) ON BANK ACCOUNT
BANK ACCOUNT NUMBER
Check one:
____ Checking Account (You must attach a voided check or deposit slip for the
above-referenced account.)
____ Savings Account (Please obtain proper ACH/ABA routing information from
your bank.)
Passbook savings and money-market mutual fund accounts are not eligible.
* This nine-digit number used to identify your bank to the ACHcan be found in
the lower left-hand corner of your bank check. If your account is with a
savings bank or credit union, you must contact the institution to obtain its
ACH/ABA routing number.
<PAGE> 8
INVESTMENT INSTRUCTIONS FOR
AUTOMATIC MONTHLY INVESTMENT PLAN
Begin Automatic Monthly Investment Plan no earlier
than MONTH of YEAR .
Please select the day of the month for debit to occur:
On or about ____ 10th On or about ____ 20th
Fund Name $Amount
7 TELEPHONE PRIVILEGES
If the option below is not elected, purchase, exchange and redemption
transactions may be conducted via telephone by: (a) me; (b) any one person
registered on the account (if registered in multiple persons); or (c) an
authorized financial advisor or other recipient.
___ I do not authorize telephone-transaction privileges.
Warburg Pincus Funds employs procedures, including providing written
confirmation of telephone transactions, tape recording telephone instructions
and requiring specific personal information, designed to give reasonable
assurance that instructions communicated by telephone are genuine.
8 SIGNATURE(S)
By signing below I certify that:
* I have full authority and legal capacity to purchase fund shares, am of
legal age (if applicable) and believe each investment is suitable for this
account.
* I understand that it is my responsibility to read the prospectus for the
funds and any fund(s) into which I exchange and I agree to be bound by their
terms.
* I understand that information provided on this Application will be used for
any fund into which fund shares are exchanged.
* I understand that neither a fund nor its agents will be liable for any
loss, cost or expense as a result of following instructions communicated by
telephone that it reasonably believes to be genuine.
* I certify under penalties of perjury that the social security or tax
identification number provided on this Application is correct and that I am not
currently subject to IRS backup withholding (unless the box below is checked).
___ I am currently subject to IRS backup withholding.
- --------------------------------------------------------------------------------
X INDIVIDUAL (OR CUSTODIAN) SIGNATURE DATE
X JOINT REGISTRANT (IF ANY) SIGNATURE DATE
PRINT NAME
9 SEND IN THIS APPLICATION
Send the following to the address below:
A) This completed Application.
B)One check made payable to Yyyyyyyyy
Zzzzzzzzzz.
Please do not send endorsed third-party checks.
<TABLE>
<S> <C>
MAIL TO: OVERNIGHT TO:
YYYYYYYYY BOSTON FINANCIAL
ZZZZZZZZZZ ATTN: YYYYYYYYY
P.O. BOX 9030 ZZZZZZZZZZ
BOSTON, MA 2 HERITAGE DRIVE
02205-9030 NORTH QUINCY, MA 02171
</TABLE>
10 PURCHASE FUNDS BY WIRE
A)Call our Shareholder Service Center at 800-WARBURG (800-927-2874) for
further instructions.
B)Wire instructions should read:
State Street Bank and Trust Company
ABA# 0110 000 28
Attn: Mutual Funds/Custody Department
<PAGE> 9
[Warburg Pincus Fund Name]
DDA# 9904-649-2
F/F/C: [Account Number and Account Registration]
SHAREHOLDER SERVICE CENTER
800-WARBURG (800-927-2874)
MONDAY - FRIDAY, 8 A.M. - 8 P.M. (ET)
SATURDAY, 8 A.M. - 4 P.M. (ET)
COUNSELLORS SECURITIES INC., DISTRIBUTOR.
