WARBURG PINCUS MONEY MARKET FUND INC, N-1A/A, 1998-09-21

WARBURG PINCUS MONEY MARKET FUND INC
N-1A/A, 1998-09-21

Previous: WARBURG PINCUS TAX FREE MONEY MARKET FUND INC, N-1A/A, 1998-09-21

Next: SCOTIA PACIFIC CO LLC, S-4, 1998-09-21

<PAGE> 1

As Filed with the Securities and Exchange Commission
on September 21, 1998

Securities Act File No. 333-59801

Investment Company Act File No. 811-08899

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]

Pre-Effective Amendment No. 1 [X]

Post-Effective Amendment No [ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]

Amendment No. 1 [X]
(check appropriate box or boxes)

Warburg, Pincus Money Market Fund, Inc.

. . . . . . . . . . . . . . . . . . . . . . . . .
(Exact Name of Registrant as Specified in Charter)

466 Lexington Avenue
New York, New York 10017-3147
. . . . . . . . . . . . . . . . . . . .
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 878-0600

Mr. Eugene P. Grace
Warburg, Pincus Money Market Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
. . . . . . . . . . . . . . . . . .
(Name and Address of Agent for Services)

Copy to:

Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099

<PAGE> 2

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.

Title of Securities Being Registered: Common Stock, $.001 par
value per share.

The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended (the "1933 Act"), or
until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

<PAGE> 3

WARBURG, PINCUS WORLDPERKS MONEY MARKET FUND, INC.
FORM N-1A
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Part A
Item No. Prospectus Heading
- -------- ------------------

<S> <C> <C>
1. Cover Page ............................................ Cover Page
2. Synopsis .............................................. The Funds' Expenses
3. Condensed Financial
Information ...................................... Financial Highlights; Performance
4. General Description of Registrant .....................
Cover Page;
Investment Objective and Policies; Portfolio
Investments; Risk Factors and Special
Considerations; Certain Investment
Strategies; Investment Guidelines; General
Information
5. Management of the Fund ................................ Management of the Funds
6. Capital Stock and Other Securities ....................
General Information
7. Purchase of Securities Being Offered ..................
How to Open an Account; How to Purchase
Shares; Management of the Funds; Net Asset
Value
8. Redemption or Repurchase .............................. How to Redeem and Exchange Shares
9. Pending Legal Proceedings ............................. Not applicable
</TABLE>

<PAGE> 4
<TABLE>
<CAPTION>
Part B
Item
No. Statement of Additional Information Heading
- -------- -------------------------------------------
<S> <C> <C>
10. Cover Page ............................................ Cover Page
11. Table of Contents ..................................... Contents
12. General Information and
History .......................................... Management of the Funds; Notes to Financial
Statements; See Prospectus--"General
Information"
13. Investment Objectives and Policies ....................
Investment Objective; Investment Policies
14. Management of the Fund ................................ Management of the Funds; See Prospectus --
"Management of the Funds"
15. Control Persons and Principal Holders of Securities....
Management of the Funds; Miscellaneous; See
Prospectus--"Management of the Funds"
16. Investment Advisory and Other Services ................
Management of the Funds; See Prospectus--
"Management of the Funds" and "Shareholder
Servicing"
17. Brokerage Allocation and Other Practices ..............
Investment Policies; See Prospectus--
"Portfolio Transactions"
18. Capital Stock and Other Securities ....................
Management of the Funds;-- Organization of
the Funds See Prospectus-- "General
Information"
19. Purchase, Redemption and Pricing of Securities Being
Offered .......................................... Additional Purchase and Redemption
Information; See Prospectus--"How to Purchase
Shares," "How to Redeem and Exchange Shares"
and "Net Asset Value"
</TABLE>
<PAGE> 5

20. Tax Status ............................................ Additional Information Concerning Taxes; See
Prospectus--"Dividends, Distributions and
Taxes"
21. Underwriters .......................................... Investment Policies; Portfolio Transactions;
See Prospectus--"Management of the Funds" and
"Shareholder Servicing"

22. Calculation of Performance Data ....................... Determination of Yield

23. Financial Statements .................................. Report of PricewaterhouseCoopers LLP,
Independent Accountants;
Financial Statements
</TABLE>

Information required to be included in Part C is set forth after the appropriate
item, so numbered, in Part C to this registration statement amendment.

<PAGE> 6

SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 1998

[NORTHWEST AIRLINES WORLDPERKS LOGO]

PROSPECTUS

October 1, 1998

WORLDPERKS(R) INVESTORMILES(SM)

WARBURG PINCUS WORLDPERKS

MONEY MARKET FUND

WARBURG PINCUS WORLDPERKS

TAX FREE MONEY MARKET FUND

LOGO
<PAGE> 7

SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 1998

PROSPECTUS October 1, 1998

This Prospectus offers two money market funds (the "Funds") that are available
through the WorldPerks(R) InvestorMiles(SM) Program:

WARBURG PINCUS WORLDPERKS MONEY MARKET FUND (the "Money Market Fund") is
designed to provide investors with high current income consistent with
preservation of capital and liquidity.

WARBURG PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND (the "Tax Free Fund") is
designed to provide investors with high current income exempt from federal
personal income taxes consistent with preservation of capital and liquidity.

IF YOU ARE NOT INTERESTED IN OBTAINING WORLDPERKS MILES, THE FUNDS MAY NOT BE AN
APPROPRIATE INVESTMENT FOR YOU.

AN INVESTMENT IN A FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. ALTHOUGH EACH FUND SEEKS TO MAINTAIN A CONSTANT NET ASSET VALUE OF
$1.00 PER SHARE, THERE CAN BE NO ASSURANCE THAT IT CAN DO SO ON A CONTINUING
BASIS.

NORTHWEST AIRLINES WORLDPERKS(+) MILES

- --------------------------------------------------------------------------------

Investments in each Fund are eligible to accrue WorldPerks Bonus Miles in
Northwest Airlines' WorldPerks Program, based on amount and length of time of
investment. The WorldPerks Program offers free and discounted award travel on
Northwest Airlines, KLM Royal Dutch Airlines and other WorldPerks partner
airlines. If you are not a member of the WorldPerks Program, you can call
Northwest Airlines at 800-44-PERKS to enroll before you make an investment in a
Fund.

This Prospectus briefly sets forth certain information about the Funds that
investors should know before investing. Investors are advised to read this
Prospectus and retain it for future reference. Additional information about the
Funds has been filed with the Securities and Exchange Commission (the "SEC").
The SEC maintains a Web site (www.sec.gov) that contains the Statement of
Additional Information, material incorporated by reference and other information
regarding the Funds. The Statement of Additional Information is also available
upon request and without charge by calling Warburg Pincus Funds at 800-WARBURG
(800-927-2874). Information regarding the status of shareholder accounts may
also be obtained by calling a Fund at the same number. Warburg Pincus Funds
maintains a Web site at www.warburg.com. The Statement of Additional Information
bears the same date as this Prospectus and is incorporated by reference in its
entirety into this Prospectus.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED OR ENDORSED
BY ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
INVESTMENTS IN SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------

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.
- --------------------------------------------------------------------------------

(+) WorldPerks is a registered trademark of Northwest Airlines, Inc.

<PAGE> 8

THE FUNDS' EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Money Tax
Market Free
Fund Fund
---- ----
<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) (after fee
waivers)
Management Fee.......................................... .25% .25%
12b-1 Fees*............................................. .25 .25
Other Expenses.......................................... .26 .26
---- ----
Total Fund Operating Expenses (after fee waivers and
expense reimbursements)+.............................. .76% .76%
==== ====
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................................................... $ 8 $ 8
3 Years.................................................. $24 $24
</TABLE>

- --------------------------------------------------------------------------------

* The Funds anticipate that the 12b-1 Fees charged for the coming fiscal period
will be used primarily to pay for Northwest Airlines WorldPerks miles.

+ The Funds' investment adviser and co-administrator have undertaken to limit
Total Fund Operating Expenses to the limit shown above through February 28,
1999. Absent the waiver of fees by the Funds' investment adviser and co-
administrator, Management Fees would equal .40%, Other Expenses would equal
38% and Total Fund Operating Expenses would equal 1.03%. Other Expenses for
the Fund are based on annualized estimates of expenses for the fiscal period
ending December 31, 1998, net of any fee waivers or expense reimbursements.
The investment adviser and co-administrator are under no obligation to
continue these waivers.

---------------------------

The expense table shows the costs and expenses that an investor will bear
directly or indirectly as an investor in each Fund. The Example should not be
considered a representation of past or future expenses; actual Fund expenses may
be greater or less than those shown. Moreover, while the Example assumes a 5%
annual return, each Fund's actual performance will vary and may result in a
return greater or less than 5%. Long term shareholders of the Funds may pay more
than the economic equivalent of the maximum sales charges permitted by the
National Association of Securities Dealers, Inc.

2
<PAGE> 9

INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

The Warburg Pincus WorldPerks Money Market Fund (the "Money Market Fund") is a
diversified money market mutual fund whose investment objective is high current
income consistent with preservation of capital and liquidity. The Warburg Pincus
WorldPerks Tax Free Money Market Fund (the "Tax Free Fund") is a diversified
money market mutual fund whose objective is to provide investors with high
current income exempt from federal personal income taxes consistent with
preservation of capital and liquidity. Each objective may be changed only with
the approval of the investors in that Fund. There can be, of course, no
assurance that a Fund will achieve its investment objective. Investors should be
aware that the market value of the obligations in each Fund's portfolio can be
expected to vary inversely to changes in prevailing interest rates. See "Certain
Investment Strategies" for descriptions of certain types of investments the
Funds may make.

MONEY MARKET FUND

The Money Market Fund will attempt to achieve its investment objective by
investing in a portfolio of high quality "money market" instruments consisting
of United States Treasury Bills, other obligations issued or guaranteed by the
United States government, its agencies or instrumentalities ("Government
Securities"); bank and bank holding company obligations such as certificates of
deposit, bankers' acceptances, time deposits, commercial paper and debt
obligations; commercial paper and notes of other corporate issuers, including
those with floating or variable rates of interest (including variable rate
master demand notes); and repurchase agreements with respect to the foregoing.

In addition to the Government Securities which the Fund may purchase, except
during temporary defensive periods the Fund will invest more than 25% of its
assets in money market investments issued by (i) commercial and industrial banks
and savings and loan associations and their holding companies and other issuers
in the banking industry and (ii) consumer and industrial finance companies,
diversified financial service companies, investment banking, securities
brokerage and investment advisory companies, leasing companies and insurance
companies and other companies in the financial services sector. Although the
Fund intends to be diversified across (i) the banking industry and (ii) each of
the industries comprising the financial services sector, to the extent that the
Fund invests a significant portion of its assets in the banking industry and the
financial services sector it is subject to the risks associated with investing
in banking and financial services issuers. Up to 25% of the assets of the Fund
may be invested at any time in the debt obligations of issuers conducting their
principal business activities in any industry other than banking. In addition,
the Fund may invest up to 25% of its assets in the debt obligations of a single
issuer for a period of up to three business days. Securities issued by the
United States or its agencies or instrumentalities may be purchased without
regard to these limits.

3
<PAGE> 10

TAX FREE FUND

The Tax Free Fund expects that, except during temporary defensive periods, at
least 80% of the Fund's assets will be invested in short-term, high-quality
tax-exempt debt obligations issued by or on behalf of the states, territories
and possessions of the United States, the District of Columbia and their
respective authorities, agencies, instrumentalities and political subdivisions
("Municipal Securities"). Dividends paid by the Fund which are derived from
interest on Municipal Securities will be excluded from gross income for federal
income tax purposes, but will be subject to state and local personal income
taxes.

Municipal Securities in which the Fund may invest include commercial paper,
notes and bonds. Interest on certain bonds issued after August 7, 1986 to
finance certain non-governmental activities ("Alternative Minimum Tax
Securities") is a preference item for purposes of the federal individual and
corporate alternative minimum taxes, but is exempt from regular federal income
tax. The Fund is authorized to invest up to 20% of its assets in Alternative
Minimum Tax Securities. The alternative minimum tax is a special tax that
applies to a limited number of taxpayers who have certain adjustments or tax
preference items. Available returns on Alternative Minimum Tax Securities
acquired by the Fund may be lower than those from newly issued Municipal
Securities acquired by the Fund due to the possibility of federal, state and
local alternative minimum or minimum income tax liability on interest from
Alternative Minimum Tax Securities.

The Fund may for defensive or other purposes invest without limit in certain
short-term taxable securities when the Fund's investment adviser or
sub-investment adviser believes that it would be in the best interests of the
Fund's investors. Taxable securities in which the Fund may invest on a short-
term basis are Government Securities, including repurchase agreements with banks
or securities dealers involving such securities, time deposits maturing in not
more than seven days, other debt securities, commercial paper and certificates
of deposit issued by United States branches of United States banks with assets
of $1 billion or more. At no time will more than 20% of the Fund's total assets
be invested in taxable short-term securities unless the Fund's investment
adviser has determined to temporarily adopt a defensive investment policy in the
face of an anticipated softening in the market for Municipal Securities in
general.

GENERAL
- --------------------------------------------------------------------------------
PRICE AND PORTFOLIO MATURITY. Each Fund invests only in securities which are
purchased with and payable in U.S. dollars and which have (or, pursuant to
regulations adopted by the SEC, are deemed to have) remaining maturities of 397
calendar days or less at the date of purchase by a Fund. For this purpose,
variable rate master demand notes (as described below), which are payable on
demand, or, under certain conditions, at specified periodic intervals not
exceeding 397 calendar days, in either case on not more than

4
<PAGE> 11

30 days' notice, will be deemed to have remaining maturities of 397 calendar
days or less. The Fund maintains a dollar-weighted average portfolio maturity of
90 days or less. The Fund follows these policies to maintain a constant net
asset value of $1.00 per share, although there is no assurance that it can do so
on a continuing basis.

PORTFOLIO QUALITY AND DIVERSIFICATION. Each Fund will limit its portfolio
investments to securities that its Board determines present minimal credit risks
and which are "Eligible Securities" at the time of acquisition by a Fund. The
term Eligible Securities includes securities rated by the "Requisite NRSROs" in
one of the two highest short-term rating categories, securities of issuers that
have received such ratings with respect to other short-term debt securities and
comparable unrated securities. "Requisite NRSROs" means (i) any two nationally
recognized statistical rating organizations ("NRSROs") that have issued a rating
with respect to a security or class of debt obligations of an issuer, or (ii)
one NRSRO, if only one NRSRO has issued a rating with respect to such security
or issuer at the time that the Fund acquires the security. The Funds may
purchase securities that are unrated at the time of purchase that a Fund's
investment adviser and sub-investment adviser deem to be of comparable quality
to rated securities that the Fund may purchase. The NRSROs currently designated
as such by the SEC are Standard & Poor's Ratings Services ("S&P"), Moody's
Investors Service, Inc. ("Moody's"), FitchIBCA, Inc. and Duff and Phelps, Inc. A
discussion of the ratings categories of the NRSROs is contained in the Appendix
to the Fund's Statement of Additional Information.

The Funds have adopted certain credit quality, maturity and diversification
requirements under Rule 2a-7 under the Investment Company Act of 1940, as
amended (the "1940 Act"), as operating policies. Under these policies, there are
two tiers of Eligible Securities, first and second tier, based on their ratings
by NRSROs or, if the securities are unrated, on determinations by a Fund's
investment adviser and sub-investment adviser. These policies generally restrict
a Fund from investing more than 5% of its assets in second tier securities and
limit to 5% of assets the portion that may be invested in any one issuer. In
addition, the credit quality and diversification policies vary to some extent
between the Money Market and the Tax Free Funds because the Tax Free Fund is a
tax exempt fund.

YEAR 2000 COMPLIANCE. Many services provided to the Funds and their
shareholders by Warburg Pincus Asset Management, Inc., each Fund's investment
adviser ("Warburg"), and BlackRock Institutional Management Corporation, each
Fund's sub-investment adviser ("BIMC"), and certain of their affiliates
(collectively, the "Service Providers") and a Fund's other service providers
rely on the functioning of their respective computer systems. Many computer
systems cannot distinguish the year 2000 from the year 1900, with resulting
potential difficulty in performing various calculations (the "Year 2000 Issue").
The Year 2000 Issue could potentially have an adverse

5
<PAGE> 12

impact on the handling of security trades, the payment of interest and
dividends, pricing, account services and other Fund operations.

The Service Providers recognize the importance of the Year 2000 Issue and are
taking appropriate steps necessary in preparation for the year 2000. At this
time, there can be no assurance that these steps will be sufficient to avoid any
adverse impact on the Funds nor can there be any assurance that the Year 2000
Issue will not have an adverse effect on a Fund's investments or on global
markets or economies, generally.

The Service Providers anticipate that their systems and those of the Funds'
other service providers will be adapted in time for the year 2000. To further
this goal, the Service Providers have coordinated a plan to repair, adapt or
replace systems that are not year 2000 compliant, and are seeking to obtain
similar representations from the Funds' other major service providers. The
Service Providers will be monitoring the Year 2000 Issue in an effort to ensure
appropriate preparation.

PORTFOLIO INVESTMENTS
- --------------------------------------------------------------------------------
Set forth below are descriptions of investments the Fund may make. More
detailed information concerning these investments and their related risks is
contained in the Fund's Statement of Additional Information.
BANK OBLIGATIONS. The Money Market Fund may purchase bank obligations,
including United States dollar-denominated instruments issued or supported by
the credit of the United States or foreign banks or savings institutions having
total assets at the time of purchase in excess of $1 billion. While the Fund
will invest in obligations of foreign banks or foreign branches of United States
banks only if the Fund's investment adviser and sub-investment adviser deem the
instrument to present minimal credit risks, such investments may nevertheless
entail risks that are different from those of investments in domestic
obligations of United States banks due to differences in political, regulatory
and economic systems and conditions. Such risks include future political and
economic developments, the possible imposition of withholding taxes on interest
income, possible establishment of exchange controls or the adoption of other
foreign governmental restrictions which might adversely affect the payment of
principal and interest on such obligations. The Fund may also make
interest-bearing savings deposits in commercial and savings banks in amounts not
in excess of 5% of its assets.
VARIABLE RATE MASTER DEMAND NOTES. Each Fund may also purchase variable rate
master demand notes, which are unsecured instruments that permit the
indebtedness thereunder to vary and provide for periodic adjustments in the
interest rate. Although the notes are not normally traded and there may be no
secondary market in the notes, a Fund may demand payment of principal and
accrued interest at any time and may resell the note at any time to a third
party. In the event an issuer of a variable rate master demand note defaulted on
its payment obligation, the Fund might be unable

6
<PAGE> 13

to dispose of the note because of the absence of a secondary market and might,
for this or other reasons, suffer a loss to the extent of the default.
GOVERNMENT SECURITIES. Government Securities in which the Fund may invest
include Treasury Bills, Treasury Notes and Treasury Bonds; other obligations
that are supported by the full faith and credit of the United States Treasury,
such as Government National Mortgage Association pass-through certificates;
obligations that are supported by the right of the issuer to borrow from the
Treasury, such as securities of Federal Home Loan Banks; and obligations that
are supported only by the credit of the instrumentality, such as Federal
National Mortgage Association bonds.
REPURCHASE AGREEMENTS. Each Fund may agree to purchase money market
instruments from financial institutions such as banks and broker-dealers subject
to the seller's agreement to repurchase them at an agreed-upon date and price
("repurchase agreements"). The repurchase price generally equals the price paid
by a Fund plus interest negotiated on the basis of current short-term rates
(which may be more or less than the rate on the securities underlying the
repurchase agreement). Default by a seller, if the Fund is delayed or prevented
from exercising its rights to dispose of the collateral securities, could expose
the Fund to possible loss, including the risk of a possible decline in the value
of the underlying securities during the period while the Fund seeks to assert
its rights thereto. Repurchase agreements are considered to be loans by the Fund
under the 1940 Act.
WHEN-ISSUED SECURITIES. Each Fund may purchase portfolio securities on a
"when-issued" basis. When-issued securities are securities purchased for
delivery beyond the normal settlement date at a stated price and yield. A Fund
will generally not pay for such securities or start earning interest on them
until they are received. Securities purchased on a when-issued basis are
recorded as an asset and are subject to changes in value based upon changes in
the general level of interest rates. The Fund expects that commitments to
purchase when-issued securities will not exceed 25% of the value of its total
assets absent unusual market conditions, and that a commitment by the Fund to
purchase when-issued securities will generally not exceed 45 days. The Fund does
not intend to purchase when-issued securities for speculative purposes but only
in furtherance of its investment objectives.
STAND-BY COMMITMENTS. The Tax Free Fund may acquire "stand-by commitments"
with respect to Municipal Securities held in its portfolio. Under a stand-by
commitment, a dealer agrees to purchase, at the Fund's option, specified
Municipal Securities at a specified price. The principal risk of a stand-by
commitment is that the writer of a commitment may default on its obligation to
repurchase the securities acquired by it. The Fund intends to enter into
stand-by commitments only with brokers, dealers and banks that, in the opinion
of its advisers, present minimal credit risks. In evaluating the
creditworthiness of the issuer of a stand-by commitment, the investment adviser
and sub-investment adviser will review periodically relevant financial
information concerning the issuer's assets, liabilities and contingent claims.

7
<PAGE> 14

The Fund will acquire stand-by commitments solely to facilitate portfolio
liquidity and does not intend to exercise its rights thereunder for trading
purposes.
THIRD PARTY PUTS. The Tax Free Fund may purchase long-term fixed rate bonds
that have been coupled with an option granted by a third party financial
institution allowing the Fund at specified intervals to tender (or "put") the
bonds to the institution and receive the face value thereof (plus accrued
interest). The Fund receives a short-term rate of interest (which is
periodically reset), and the interest rate differential between that rate and
the fixed rate on the bond is retained by the financial institution. The
financial institution does not provide credit enhancement, and in the event that
there is a default in the payment of principal or interest, or downgrading of a
bond to below investment grade, or a loss of the bond's tax-exempt status, the
put option will terminate automatically, the risk to the Fund will be that of
holding such a long-term bond and the dollar-weighted average maturity of its
portfolio would be adversely affected. See the Fund's Statement of Additional
Information, "Investment Policies -- Additional Information and Policies."

SPECIAL CONSIDERATIONS AND RISK FACTORS RELATING TO THE MONEY MARKET FUND. To
the extent that the Money Market Fund invests a significant portion of its
assets in money market instruments issued by companies in the banking industry
and the financial services sector, the Fund is subject to the risks associated
with investing in banking and financial services issuers. The companies within
the banking industry and the financial services sector are subject to extensive
regulation, rapid business changes, volatile performance dependent upon the
availability and cost of capital and prevailing interest rates, and significant
competition. General economic conditions significantly affect these companies.
Credit and other losses resulting from the financial difficulty of borrowers or
other third parties have a potentially adverse effect on companies in this
industry. Investment banking, securities brokerage and investment advisory
companies are particularly subject to government regulation and the risks
inherent in securities trading and underwriting activities. Insurance companies
are particularly subject to government regulation and rate setting, potential
antitrust and tax law changes, and industry-wide pricing and competition cycles.
Property and casualty insurance companies may also be affected by weather and
other catastrophes. Life and health insurance companies may be affected by
mortality and morbidity rates, including the effects of epidemics. Individual
insurance companies may be exposed to reserve inadequacies, problems in
investment portfolios and failures by reinsurance carriers.

SPECIAL CONSIDERATIONS AND RISK FACTORS RELATING TO THE TAX FREE FUND. In
seeking to achieve its investment objective the Tax Free Fund may invest all or
any part of its assets in Municipal Securities which are industrial development
bonds. Moreover, although the Fund does not currently intend to do so on a
regular basis, it may invest more than 25% of its assets in Municipal Securities

8
<PAGE> 15

the interest on which is paid solely from revenues of economically related
projects, if such investment is deemed necessary or appropriate by the Fund's
investment adviser and sub-investment adviser. To the extent that the Fund's
assets are concentrated in Municipal Securities payable from revenues on
economically related projects and facilities, the Fund will be subject to the
peculiar risks presented by such projects to a greater extent than it would be
if the Fund's assets were not so concentrated.
The Tax Free Fund also invests in securities backed by guarantees from banks
and other financial institutions. The Fund's ability to maintain a stable share
price is largely dependent upon such guarantees, which are not supported by
federal deposit insurance. Consequently, changes in the credit quality of these
institutions could have an adverse impact on securities they have guaranteed or
backed, which could cause losses to the Fund and affect its share price.
Other considerations affecting the Tax Free Fund's investments in Municipal
Securities are summarized in the Statement of Additional Information.

INVESTMENT GUIDELINES
- --------------------------------------------------------------------------------

Each Fund may invest up to an aggregate of 10% of its net assets in illiquid
securities with contractual or other restrictions on resale and other
instruments which are not readily marketable. Each Fund is also authorized to
borrow and to enter into reverse repurchase agreements in an amount of up to 10%
of its total assets for temporary or emergency purposes, but not for leverage,
and to pledge its assets to the same extent in connection with such borrowings.
Whenever borrowings exceed 5% of the value of a Fund's total assets, the Fund
will not make any additional investments (including roll-overs). A more detailed
description of these policies, together with an enumeration of additional
investment restrictions that each Fund has adopted and that cannot be changed
without the approval of the holders of a majority of the Fund's outstanding
shares, is contained in the Fund's Statement of Additional Information.

MANAGEMENT OF THE FUNDS
- --------------------------------------------------------------------------------

INVESTMENT ADVISER. Each Fund employs Warburg as investment adviser and BIMC
as sub-investment adviser. In its Advisory Agreement with each Fund, Warburg has
agreed to be responsible, subject to the supervision and direction of the Board,
for the Fund's investment program, including decisions concerning: (i) the
specific types of securities to be held by the Fund and the proportion of the
Fund's assets that should be allocated to such investments during particular
market cycles, (ii) the specific issuers whose securities will be purchased or
sold by the Fund, (iii) the maximum maturity (under one year) of its portfolio
investments, (iv) the appropriate average weighted maturity of its portfolio in
light of current market conditions and (v) with respect to the Tax Free Fund,
the extent to which taxable securities will be purchased for and held by the Tax
Free Fund and the extent to which

9
<PAGE> 16

securities other than Municipal Securities will be purchased for and held by
the Tax Free Fund. In addition, Warburg has each agreed to supervise the
performance by the sub-investment adviser of the functions described below.

For the services provided pursuant to the Advisory Agreement, Warburg is
entitled to receive a fee, computed daily and payable monthly, at the annual
rate of .40% of the value of each Fund's average daily net assets, out of which
Warburg pays BIMC for sub-investment advisory services. Warburg, BIMC and each
Fund's administrators may voluntarily waive a portion of their fees from time to
time and temporarily limit the expenses to be paid by a Fund.

Warburg is a professional investment advisory firm which provides investment
services to investment companies, employee benefit plans, endowment funds,
foundations and other institutions and individuals. As of August 31, 1998,
Warburg managed approximately $18.4 billion of assets, including approximately
$10.2 billion of investment company assets. Incorporated in 1970, Warburg is
indirectly controlled by Warburg, Pincus & Co. ("WP&Co."), which has no business
other than being a holding company of Warburg and its affiliates. Lionel I.
Pincus, the managing partner of WP&Co., may be deemed to control both WP&Co. and
Warburg. Warburg's address is 466 Lexington Avenue, New York, New York
10017-3147.

SUB-INVESTMENT ADVISER. BIMC, formerly PNC Institutional Management
Corporation, a wholly owned indirect subsidiary of PNC Bank, National
Association ("PNC"), serves as each Fund's sub-investment adviser. BIMC was
organized in 1977 by PNC to perform advisory services for investment companies
and has its principal offices at 400 Bellevue Parkway, Wilmington, Delaware
19809. As of July 31, 1998, BIMC served as investment adviser to 20 mutual fund
portfolios and as sub-investment adviser to 15 mutual funds, having total assets
exceeding $42 billion.

As sub-investment adviser, BIMC has agreed to implement each Fund's investment
program as determined by the Board and Warburg. BIMC will supervise the
day-to-day operations of the relevant Fund and perform the following services:
(i) providing investment research and credit analysis concerning the Fund's
investments, (ii) placing orders for all purchases and sales of the Fund's
portfolio investments and (iii) maintaining the books and records required to
support the Fund's operations. BIMC also calculates the Fund's net asset value,
provides accounting services for the Fund and assists in related aspects of the
Fund's operations.

CO-ADMINISTRATORS. The Funds employ Credit Suisse Asset Management Ltd., a
wholly-owned subsidiary of Credit Suisse Group ("CSAM"), as a co-administrator.
As co-administrator, CSAM provides shareholder liaison services to the Fund
including responding to shareholder inquiries and providing information on
shareholder investments. CSAM also performs a variety of other services,
including furnishing certain executive and administrative services, acting as
liaison between a Fund and its various service providers, furnishing corporate
secretarial services, which include preparing materials for meetings of the
Board, assisting in the preparation of

10
<PAGE> 17

proxy statements, annual and semiannual reports, tax returns and monitoring and
developing compliance procedures for the Fund. As compensation, each Fund pays
to CSAM a fee calculated at an annual rate of .10% of the Fund's average daily
net assets, exclusive of out-of-pocket expenses. CSAM may delegate to
Counsellors Funds Service, Inc., a wholly-owned subsidiary of Warburg,
responsibility for most of its co-administrative services. CSAM's principal
offices are located at Beaufort House, 15 St. Botolph Street, GB-London EC3A
7JJ.

The Funds also employ PFPC Inc. ("PFPC"), an indirect, wholly owned subsidiary
of PNC Bank Corp., as a co-administrator. As a co-administrator, PFPC calculates
a Fund's net asset value, provides all accounting services for the Fund and
assists in related aspects of the Fund's operations. As compensation, the Fund
pays to PFPC a fee calculated at an annual rate of .10% of the Fund's first $500
million in average daily net assets, .075% of the next $1 billion in average
daily net assets, and .05% of average daily net assets over $1.5 billion,
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.

CUSTODIAN. PNC serves as the custodian of each Fund's assets. PNC is a
subsidiary of PNC Bank Corp. and its principal business address is 1600 Market
Street, Philadelphia, Pennsylvania 19103.
TRANSFER AGENT. State Street Bank and Trust Company ("State Street") serves as
shareholder servicing agent, transfer agent and dividend disbursing agent for
the Funds. State Street has delegated to Boston Financial Data Services, Inc.,
an affiliated company ("BFDS"), responsibility for most shareholder servicing
functions. State Street's principal business address is 225 Franklin Street,
Boston, Massachusetts 02110. BFDS's principal business address is 2 Heritage
Drive, North Quincy, Massachusetts 02171.

DISTRIBUTOR. Counsellors Securities Inc. ("Counsellors Securities") serves as
distributor of the shares of the Funds. Counsellors Securities is a wholly owned
subsidiary of Warburg and is located at 466 Lexington Avenue, New York, New York
10017-3147. Counsellors Securities receives a fee at an annual rate equal to
.25% of the average daily net assets of each Fund's Common Shares for
distribution services, pursuant to a shareholder servicing and distribution plan
(the "12b-1 Plan") adopted by each Fund pursuant to Rule 12b-1 under the 1940
Act. Amounts paid to Counsellors Securities under a 12b-1 Plan may be used by
Counsellors Securities to cover expenses that are primarily intended to result
in, or that are primarily attributable to, (i) the sale of the Common Shares,
including payments in connection with the Funds' participation in the Northwest
Airlines WorldPerks program, (ii) ongoing servicing and/or maintenance of the
accounts of Common Shareholders of a Fund and (iii) sub-transfer agency
services, subaccounting services or administrative services related to the sale
of the Common Shares, all as set forth in the 12b-1 Plans. Payments under the
12b-1 Plans are not tied exclusively to the distribution expenses actually
incurred by Counsellors

11
<PAGE> 18

Securities and the payments may exceed distribution expenses actually
incurred. The Board of the Funds evaluate the appropriateness of the 12b-1 Plans
on a continuing basis and in doing so consider all relevant factors, including
expenses borne by Counsellors Securities and amounts received under the 12b-1
Plans. Warburg or its affiliates may also bear a portion of the expense for the
Funds' participation in the WorldPerks program.

DIRECTORS AND OFFICERS. The officers of each Fund manage its day-to-day
operations and are directly responsible to its Board. The Board of a Fund sets
broad policies for each Fund and chooses the Fund's officers. A list of the
Directors and officers of each Fund 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.

NORTHWEST AIRLINES WORLDPERKS(R) MILES

- --------------------------------------------------------------------------------

Investments in each Fund are eligible to accrue WorldPerks Bonus Miles in
Northwest Airlines' WorldPerks Program, based on the amount and length of time
of investment. The WorldPerks Program offers free and discounted award travel on
Northwest Airlines, KLM Royal Dutch Airlines and other WorldPerks partner
airlines. If you are not a member of the WorldPerks Program, you can call
Northwest Airlines at 800-44-PERKS to enroll before you make an investment in a
Fund. Northwest Airlines WorldPerks Bonus Miles accrue daily at an annual rate
of one mile per $4 invested in a Fund. Miles will be posted monthly in arrears
to each shareholder's WorldPerks account based on the shareholder's average
daily Fund account balance during the previous month. In addition, from November
1998 through April 1999, investors will earn 200 additional miles for each month
they have at least $5,000 invested in a Fund. Accordingly, investors can receive
up to 1,200 additional Bonus Miles by investing in a Fund by November 30, 1998.

The average daily balance is calculated by adding each day's balance and
dividing by the number of days in the month. For example, the average daily
balance on a $10,000 account funded on the 16th day of a month having 30 days
(and maintained at that balance through the end of the month) would be $5,000.
Mileage received for that month would be 105 miles. If the same balance were
maintained through the next 30-day month, the average daily balance would be
$10,000, and the mileage would be 209 miles that month and every month the
$10,000 investment was maintained in a Fund. All mileage credits of less than
one mile will be rounded up to the nearest whole mile when credited. These miles
would appear on subsequent Northwest Airlines WorldPerks Mileage Summary
statements. Investors should telephone Warburg Pincus Funds at 800-WARBURG
(800-927-2874) for information or assistance regarding the WorldPerks
InvestorMiles Program.

The posting of WorldPerks Bonus Miles in connection with Fund investments may
be terminated or the amount of miles awarded in relation to dollars invested may
be limited or changed. Investors should refer to Northwest WorldPerks member
materials for information about program

12
<PAGE> 19

features. Northwest Airlines may change the WorldPerks Program rules, program
partners, regulations, benefits, conditions of participation or mileage levels,
in whole or in part, at any time, without notice to shareholders or Warburg,
even though changes may affect the value of mileage or FlyWrite(SM) certificates
already accumulated. Award travel is subject to seat availability. Northwest
Airlines WorldPerks travel awards, mileage accrual and special offers are
subject to governmental regulations.

HOW TO OPEN AN ACCOUNT
- --------------------------------------------------------------------------------

Accounts in the Funds may only be opened by WorldPerks members. If you are not
a member of the WorldPerks Program, you can call Northwest Airlines at
800-44-PERKS to enroll before you make an investment in a Fund.

In order to invest in a Fund, an investor must first complete and sign an
account application. To obtain an application, an investor may telephone Warburg
Pincus Funds at 800-927-2874. An investor may also obtain an account application
by
writing
to:

Warburg Pincus WorldPerks Funds

P.O. Box 9030

Boston, MA 02205-9030

OR
Overnight to:

Boston Financial

Attn: Warburg Pincus WorldPerks Funds

2 Heritage Drive

North Quincy, MA 02171

Completed and signed account applications should be sent to the above.

UTMA/UGMA ACCOUNTS. For information about opening a Uniform Transfers to
Minors Act ("UTMA") or Uniform Gifts to Minors Act ("UGMA") account in a Fund,
an investor should telephone Warburg Pincus Funds at 800-927-2874 or write to
Warburg Pincus Funds at the address set forth above. Investors should consult
their own tax advisers about the establishment of UTMA or UGMA accounts.
Retirement plans, trusts, corporations, partnerships and certain other legal
entities cannot invest in the Funds.

ACCOUNT REGISTRATION AND MILEAGE AWARDS. Because of limitations applicable to
the Northwest Airlines WorldPerks Program, airline miles will be credited
exclusively to the WorldPerks account of the first-named person on a joint
account and the minor child on an UTMA/UGMA account.

CHANGES TO ACCOUNT. For information on how to make changes to an account,
including changes to account registration, address and/or privileges, an
investor should telephone Warburg Pincus Funds at 800-927-2874. Shareholders are
responsible for maintaining current account registrations and addresses with the
Fund. No interest will be paid on amounts represented by uncashed distribution
or redemption checks.

13
<PAGE> 20

HOW TO PURCHASE SHARES

- --------------------------------------------------------------------------------

Shares of each Fund may be purchased either by mail or, with special advance
instructions, by wire and automated clearing house transactions ("ACH on
Demand"). The minimum initial investment in each Fund is $5,000 and the minimum
subsequent investment is $100. For UTMA/UGMA accounts in the Money Market Fund,
the minimum initial investment is $500. Subsequent minimum investments are $50
under the Automatic Monthly Investing Plan or by ACH on Demand, as described
below. Each Fund reserves the right to change the initial and subsequent
investment minimum requirements at any time and to charge investors a fee if
their account balance falls below the initial investment minimum due to
redemptions. In addition, a Fund may, in its sole discretion, waive the initial
and subsequent investment minimum requirements with respect to investors who are
employees of Warburg or its affiliates or persons with whom Warburg has entered
into an investment advisory agreement. Existing investors will be given 15 days'
notice by mail of any increase in minimum investment requirements or any
imposition of a fee for small accounts.

After an investor has made his initial investment, additional shares may be
purchased at any time by mail or by wire in the manner outlined above. Wire
payments for initial and subsequent investments should be preceded by an order
placed with the Fund and should clearly indicate the investor's account number
and the name of the Fund in which shares are being purchased. In the interest of
economy and convenience, physical certificates representing shares in the Fund
are not normally issued.

BY MAIL. If the investor desires to purchase shares by mail, a check or money
order made payable to a Fund or Warburg Pincus Funds (in U.S. currency) should
be sent along with the completed account application to the address set forth
above. Checks payable to the investor and endorsed to the order of the Fund or
Warburg Pincus Funds will not be accepted as payment and will be returned to the
sender. If payment is received in proper form prior to the close of regular
trading on The New York Stock Exchange, Inc. (the "NYSE") (currently 4:00 p.m.,
Eastern time) on a day that a Fund calculates its net asset value (a "business
day"), the purchase will be made at the relevant Fund's net asset value
calculated at the end of that day. If payment is received at or after the close
of regular trading on the NYSE, the purchase will be effected at the relevant
Fund's net asset value next determined after payment has been received. Checks
or money orders that are not in proper form or that are not accompanied or
preceded by a complete account application will be returned to the sender.
Shares purchased by check or money order are entitled to receive dividends and
distributions beginning on the day payment is received. Checks or money orders
in payment for shares of more than one Warburg Pincus Fund should be made
payable to Warburg Pincus Funds and should be accompanied by a breakdown of
amounts to be invested in each fund. If a check used for purchase does not

14
<PAGE> 21

clear, the Fund will cancel the purchase and the investor may be liable for
losses or fees incurred. For a description of the manner of calculating the
Fund's net asset value, see "Net Asset Value" below.

BY WIRE. Investors may also purchase shares in a Fund by wiring funds from
their banks. Telephone orders by wire will not be accepted until a completed
account application in proper form has been received and accepted and an account
number has been established. Investors should place an order with the Fund prior
to wiring funds by telephoning 800-927-2874. Federal funds may be wired using
the following wire address:

State Street Bank and Trust Company
ABA# 0110 000 28
Attn.: Mutual Funds/Custody Department

[Warburg Pincus Fund name]

DDA# 9904-649-2

F/F/C: [Account Number and Account Registration]

If a telephone order is received before 12:00 p.m. (Eastern time) and payment
by wire is received on the same day in proper form in accordance with
instructions set forth above, the purchase will be executed at noon and shares
are entitled to dividends and distributions beginning on that day. If payment by
wire is received in proper form before 12:00 p.m. without a prior telephone
order, that purchase and any telephone orders placed after 12:00 p.m. for which
payment by wire is received on the same day in proper form, will be priced at
the net asset value of the Fund as of the close of regular trading on the NYSE
on that day and is entitled to dividends and distributions beginning the next
business day. Payment for orders that are not accepted will be returned to the
prospective investor after prompt inquiry. If a telephone order is placed and
payment by wire is not received on the same day, the Fund will cancel the
purchase and the investor may be liable for losses or fees incurred.

AUTOMATIC MONTHLY INVESTMENT PLAN AND ACH ON DEMAND. The Automatic Monthly
Investment Plan allows shareholders to authorize a Fund or its agent to debit
their bank account monthly ($50 minimum) for the purchase of Fund shares on or
about either the tenth or twentieth calendar day of each month. Shareholders may
also purchase shares by calling 800-927-2874 on any business day to request
direct debit or credit (for redemptions) of their bank account through an ACH on
Demand transaction.

To establish the Automatic Monthly Investment Plan and/or ACH on Demand
option, obtain a separate application or complete the relevant section of the
account application. Only an account maintained at a financial institution which
is an automated clearing house member may be used, and one common name must
appear on both the shareholder's Fund registration and bank account
registration. Shareholders using this service must satisfy the initial
investment minimum for the Fund prior to or concurrent with the start of any
Automatic Monthly Investment Plan or ACH on Demand transaction. Please contact
Warburg Pincus Funds at 800-927-2874 for additional information. Investors
should allow a period of up to 30 days in

15
<PAGE> 22

order to implement an Automatic Monthly Investment Plan or ACH on Demand
transaction. The failure to provide complete information could result in further
delays.
If an ACH on Demand transaction request is received prior to the close of
regular trading on the NYSE, the shares will be priced according to the net
asset value of Fund shares on that day and are entitled to dividends and
distributions as described above for wire purchases. If a request is received at
or after the close of regular trading on the NYSE, the shares will be priced at
the relevant Fund's net asset value on the following business day.
TELEPHONE TRANSACTIONS. Unless otherwise indicated on the account application
or if the ACH on Demand option is elected an investor may request transactions
by telephone. Investors should realize that in conducting transactions by
telephone they may be giving up a measure of security that they might have if
they were to conduct these transactions in writing. Neither the Fund nor its
agents will be liable for following instructions communicated by telephone that
it reasonably believes to be genuine. Reasonable procedures will be employed on
behalf of the Fund designed to give reasonable assurance that instructions
communicated by telephone are genuine. Such procedures include providing written
confirmation of telephone transactions, tape recording telephone instructions
and requiring specific personal information prior to acting upon telephone
instructions.

GENERAL. Each Fund reserves the right to reject an account application or any
specific purchase order, including certain purchases made by exchange (see "How
to Redeem and Exchange Shares -- Exchange of Shares" below). For example,
purchase orders may be refused if, in Warburg's opinion, a Fund would be unable
to invest the money effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected. A Fund may
discontinue sales of its shares if management believes that a substantial
further increase in assets may adversely affect the Fund's ability to achieve
its investment objective. In such event, however, it is anticipated that
existing shareholders would be permitted to continue to authorize investment in
the Fund and to reinvest any dividends or capital gains distributions.

HOW TO REDEEM AND EXCHANGE SHARES
- --------------------------------------------------------------------------------
REDEMPTION OF SHARES. An investor in a Fund may redeem (sell) his shares on
any day that the Fund's net asset value is calculated (see "Net Asset Value"
below).

Shares of the Fund may either be redeemed by mail or by telephone. Investors
should realize that in using the telephone redemption and exchange option, they
may be giving up a measure of security that they may have if they were to redeem
or exchange their shares in writing. If an investor desires to redeem his shares
by mail, a written request for redemption should be sent to the address
indicated above under "How to Open an Account." An investor should be sure that
the redemption request identifies the relevant Fund, the

16
<PAGE> 23

number of shares to be redeemed and the investor's account number. Payment of
redemption proceeds may be delayed in connection with account changes. Each mail
redemption request must be signed by the registered owner(s) (or his legal
representative(s)) exactly as the shares are registered. If an investor has
applied for the telephone redemption feature on his account application, he may
redeem his shares by calling Warburg Pincus Funds at 800-927-2874. An investor
making a telephone withdrawal should state (i) the name of the Fund, (ii) the
account number of the Fund, (iii) the name of the investor(s) appearing on the
Fund's records, (iv) the amount to be withdrawn and (v) the name of the person
requesting the redemption.

After receipt of the redemption request by mail or by telephone, the
redemption proceeds will, at the option of the investor, be paid by check and
mailed to the investor of record or be wired to the investor's bank as indicated
in the account application previously filled out by the investor. The Funds
currently do not impose a service charge for effecting wire transfers but each
Fund reserves the right to do so in the future. During periods of significant
economic or market change, telephone redemptions may be difficult to implement.
If an investor is unable to contact Warburg Pincus Funds by telephone, an
investor may deliver the redemption request by mail at the address shown above
under "How to Open an Account." Although each Fund will redeem shares purchased
by check, through the Automatic Monthly Investment Plan or by ACH on Demand
before the funds or check clear, payments of the redemption proceeds will be
delayed for up to five days (for funds received through the Automatic Monthly
Investment Plan or by ACH on Demand) or up to 10 days (for check purchases) from
the date of purchase. Investors should consider purchasing shares using a
certified or bank check, money order or federal funds wire if they anticipate an
immediate need for redemption proceeds.

Shares are redeemed at the net asset value per share next determined after
receipt of a redemption order by a Fund or its agent. Except as noted above,
redemption proceeds will normally be mailed or wired to an investor on the next
business day following the date a redemption order is effected. If, however, in
the judgment of Warburg, immediate payment would adversely affect a Fund, each
Fund reserves the right to pay the redemption proceeds within seven days after
the redemption order is effected. Furthermore, each Fund may suspend the right
of redemption or postpone the date of payment upon redemption (as well as
suspend or postpone the recordation of an exchange of shares) for such periods
as are permitted under the 1940 Act.
Although each Fund intends to use its best efforts to maintain its net asset
value per share at $1.00, the proceeds paid upon redemption may be more or less
than the amount invested depending upon a share's net asset value at the time of
redemption. If an investor redeems all the shares in his account, all dividends
and distributions declared up to and including the date of redemption are paid
along with the proceeds of the redemption.

17
<PAGE> 24

If, due to redemptions, the value of an investor's account drops to less than
$750 ($250 in the case of an UTMA/UGMA account), each Fund reserves the right to
redeem the shares in that account at net asset value. Prior to any redemption, a
Fund will notify an investor in writing that this account has a value of less
than the minimum. The investor will then have 60 days to make an additional
investment before a redemption will be processed by the Fund.

Redemption By Check. An individual investor who is the record owner of Fund
shares may request a supply of checks. Checks may be made payable to the order
of any person in any amount not less than $500. When a check is presented to
State Street for payment, State Street, as agent for the investor, causes the
relevant Fund to redeem a sufficient number of shares in the investor's account
to cover the amount of the check. A Fund may, in its discretion, waive the
checkwriting minimum requirements with respect to investors who are employees of
Warburg or its affiliates or persons with whom Warburg has entered into an
investment advisory agreement.

Investors are entitled to receive dividends on the shares to be redeemed
through the day the check is presented to State Street for payment. If an
investor owns insufficient shares to cover a check, the check will be returned
to the investor marked "insufficient funds." Canceled checks will be returned to
the investor. Neither Fund currently assesses a charge for checks written in
amounts greater than the minimum. However each Fund reserves the right at any
time to terminate or modify the check redemption procedure, to limit the number
of checks that may be presented for payment within any given time period, to
impose a service charge or to charge for checks. A Fund may also charge an
investor's account for returned checks and for effecting stop orders.

AUTOMATIC CASH WITHDRAWAL PLAN. Each Fund offers investors an automatic cash
withdrawal plan under which investors may elect to receive periodic cash
payments of at least $250 monthly or quarterly. To establish this service,
complete the "Automatic Withdrawal Plan" section of the account application and
attach a voided check from the bank account to be credited. For further
information regarding the automatic cash withdrawal plan or to modify or
terminate the Plan, investors should contact Warburg Pincus Funds at
800-927-2874.

EXCHANGE OF SHARES. An investor may exchange shares of a Fund for shares of
the other Fund or for Common Shares of any other Warburg Pincus Fund at their
respective net asset values. An investor cannot currently earn Northwest
Airlines WorldPerks mileage credit for any investments in any Warburg Pincus
Fund other than the Funds described in this Prospectus. Exchanges may be
effected by mail or by telephone in the manner described under "Redemption of
Shares" above. If an exchange request is received by Warburg Pincus Funds or
their agent prior to the close of regular trading on the NYSE, the exchange will
be made at each Fund's net asset value determined at the end of that business
day. Exchanges will be effected without a sales charge but must satisfy the
minimum dollar amount necessary for new purchases. A Fund may refuse exchange
purchases at any time without prior notice.

18
<PAGE> 25

The exchange privilege is available to shareholders residing in any state in
which the shares being acquired may legally be sold. When an investor effects an
exchange of shares, the exchange is treated for federal income tax purposes as a
redemption. Therefore, the investor may realize a taxable gain or loss in
connection with the exchange. Investors wishing to exchange shares of a Fund for
shares in another Warburg Pincus Fund should review the prospectus of the other
fund prior to making an exchange. For further information regarding the exchange
privilege or to obtain a current prospectus for another Warburg Pincus Fund, an
investor should contact Warburg Pincus Funds at 800-927-2874.

The Funds reserve the right to refuse exchange purchases by any person or
group if, in an adviser's judgment, a Fund would be unable to invest the money
effectively in accordance with its investment objective and policies, or would
otherwise potentially be adversely affected. Examples of when an exchange
purchase could be refused are when the Fund receives or anticipates receiving
large exchange orders at or about the same time and/or when a pattern of
exchanges within a short period of time (often associated with a "market timing"
strategy) is discerned. Each Fund reserves the right to terminate or modify the
exchange privilege at any time upon 30 days' notice to shareholders.

DIVIDENDS, DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS. Each Fund calculates its dividends from net
investment income. Net investment income is declared daily and paid monthly. Net
investment income earned on weekends and when the NYSE is not open will be
computed on the previous business day. Distributions of long-term capital gains,
if any, generally are declared and paid annually at the end of the Fund's fiscal
year in which they are earned. Distributions of short-term capital gains, if
any, are declared and paid annually, at the end of the fiscal year in the case
of the Tax Free Fund, and periodically, as the Board determines, in the case of
the Money Market Fund. Unless an investor instructs a Fund to pay dividends or
capital gains distributions in cash, dividends and distributions will
automatically be reinvested in additional shares of the relevant Fund at net
asset value. The election to receive dividends in cash may be made on the
account application or, subsequently, by writing to the address set forth under
"How to Open an Account" or by calling Warburg Pincus Funds at 800-927-2874.

A Fund may be required to withhold for U.S. federal income taxes 31% of all
distributions payable to shareholders who fail to provide the Fund with their
correct taxpayer identification number or to make required certifications, or
who have been notified by the U.S. Internal Revenue Service that they are
subject to backup withholding.
TAXES. Each Fund intends to qualify each year as a "regulated investment
company" within the meaning of the Code. A Fund, if it qualifies as a regulated
investment company, will be subject to a 4% non-deductible excise
19
<PAGE> 26

tax measured with respect to certain undistributed amounts of ordinary income
and capital gain. Each Fund expects to pay such additional dividends and to make
such additional distributions as are necessary to avoid the application of this
tax. As long as the Tax Free Fund qualifies as a regulated investment company
and meets certain other Code requirements (including the requirement that at
least 50% of its assets are invested in tax-exempt obligations at the close of
each quarter of its taxable year), distributions of tax-exempt interest income
will be excluded from an investor's income for federal income tax purposes.

Such exempt interest dividends paid by the Tax Free Fund may be excluded by
investors from their gross incomes for federal income tax purposes, although (i)
such exempt interest dividends will be a tax preference item for purposes of the
federal individual and corporate alternative minimum taxes to the extent they
are derived from Alternative Minimum Tax Securities and (ii) all exempt interest
dividends will be a component of the "current earnings" adjustment item for
purposes of the federal corporate alternative minimum tax. In addition,
corporate investors may incur a greater federal environmental tax liability
through the receipt of Fund dividends and distributions if the tax is reinstated
as currently proposed. Investors who are "substantial users" (or "related
persons" of substantial users) within the meaning of the Code of facilities
financed by Alternative Minimum Tax Securities should consult their tax advisers
as to whether the Tax Free Fund is a desirable investment.

Dividends paid by a Fund from its taxable net investment income (if any, in
the case of the Tax Free Fund) and distributions of any net short-term capital
gains (whether from tax-exempt or taxable obligations) are taxable to investors
as ordinary income, whether received in cash or reinvested in additional shares
of the Fund. As a general rule, an investor's gain or loss on a sale or
redemption of his Fund shares will be a long-term capital gain or loss if he has
held his shares for more than one year and will be short-term capital gain or
loss if he has held his shares for one year or less. Each Fund does not expect
to realize long-term capital gains and, therefore, it is unlikely that any
portion of the dividends or distributions paid by a Fund will be taxable to
investors as long-term capital gains. An investor in the Tax Free Fund who
redeems his shares prior to the declaration of a dividend may lose tax exempt
status on accrued income attributable to tax exempt Municipal Securities.
Investors may be proportionately liable for taxes on income and gains of a Fund,
but investors not subject to tax on their income will not be required to pay tax
on amounts distributed to them. Each Fund's dividends and distributions will not
qualify for the dividends-received deduction allowed to corporations. The Funds'
investment activities should not result in unrelated business taxable income to
a tax exempt investor.
GENERAL. Statements as to the tax status of each investor's dividends and
distributions are mailed annually. In the case of the Tax Free Fund, these
statements set forth the dollar amount of income excluded or exempt from
20
<PAGE> 27

federal income taxes, and the dollar amount, if any, subject to taxation. These
statements also designate the amount of exempt-interest dividends that is a
specific preference item for purposes of the federal individual and corporate
alternative minimum taxes. Each investor in the Money Market Fund will also
receive, if applicable, various written notices after the close of the Fund's
prior taxable year with respect to certain dividends and distributions which
were received from the Fund during the Fund's prior taxable year. Investors
should consult their own tax advisers with specific reference to their own tax
situations, including the tax consequences, if any, relating to the receipt of
Northwest Airlines WorldPerks mileage credit, and their state and local taxes
that may apply to dividends and distributions received from the Funds. In this
regard, investors should be aware that if a portion of any dividend is derived
from interest on United States government obligations, that portion may be
subject to tax by certain states, even though such interest, if received
directly by an investor, would be exempt from state income tax.

NET ASSET VALUE
- --------------------------------------------------------------------------------
Each Fund's net asset value per share is calculated at noon and as of the
close of regular trading on the NYSE (currently 4:00 p.m., Eastern time) 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, Dr. Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day, and on the preceding Friday or
subsequent Monday when one of these holidays falls on a Saturday or Sunday,
respectively.
The net asset value per share of each Fund is computed by adding the value of
the Fund's assets, deducting liabilities and dividing the result by the number
of outstanding shares. Fund securities are valued on the basis of amortized
cost, which involves valuing a portfolio instrument at its cost initially 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.

PERFORMANCE
- --------------------------------------------------------------------------------
From time to time, a Fund may advertise its yield and effective yield and, in
the case of the Tax Free Fund, its tax equivalent yield. The yield of a Fund
refers to the income generated by an investment in the shares over a seven-day
period, which is then annualized. That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The effective yield is
calculated similarly but, when annualized, assumes that income earned by an
investment in the Fund is reinvested. The effective yield will be slightly
higher than the yield because of the compounding effect of this assumed
reinvestment. The tax equivalent yield shows the taxable yield an investor in
the highest applicable tax bracket would have to earn to equal the
21
<PAGE> 28

Tax Free Fund's tax-free yield after the imposition of federal, state and local
personal income taxes. The Tax Free Fund's tax equivalent yield is calculated by
dividing the Fund's tax-exempt yield by one minus the highest level of the
combined federal, state and local tax rates. Yield, effective yield and tax
equivalent yield may be shown by means of schedules, charts or graphs.

Investors should note that yield, effective yield and tax equivalent yield
figures are based on historical earnings and are not intended to indicate future
performance. The Fund's Statement of Additional Information describes the method
used to determine the Fund's yield. Current yield figures may be obtained by
calling Warburg Pincus Funds at 800-927-2874.

A Fund may compare its performance 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 (ii) in the
case of the Tax Free Fund, an average of the yields of similar tax-exempt money
market funds based on information contained in Donoghue's Money Market Fund
Report, which is published weekly by the Donoghue Organization or (iii) in the
case of the Money Market Fund, the Donoghue's Money Market Fund Average, which
is an average of all major taxable money market fund yields published weekly by
the Donoghue Organization or (iv) in each case, other appropriate indexes of
investment securities. Each Fund may also include evaluations of the Fund
published by nationally recognized ranking services and by financial
publications that are nationally recognized, such as Barron's, Business Week,
Financial Times, Forbes, Fortune, Inc., Institutional Investor, Investor's
Business Daily, Money, Morningstar, Mutual Funds Magazine, SmartMoney, The Wall
Street Journal and Worth. Morningstar, Inc. rates funds in broad categories
based on risk/reward analyses over various time periods. In addition, the Fund
may from time to time compare its 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.

In reports or other communications to investors or in advertising, a Fund may
discuss relevant economic and market conditions affecting the Fund. In addition,
the Fund may render periodic updates of Fund investment activity, which may
include, among other things, discussion or quantitative statistical or
comparative analysis of portfolio composition and significant portfolio
holdings. The Fund may also describe the Fund's investment objective, approaches
taken in managing the Fund's investments or the methodology underlined in the
Fund's portfolios. The Fund may also discuss measures of risk and the continuum
of risk and return relating to different investments.

GENERAL INFORMATION
- --------------------------------------------------------------------------------

ORGANIZATION. The Money Market Fund and the Tax Free Fund were incorporated on
July 24, 1998 under the laws of the State of Maryland as "Warburg, Pincus Money
Market Fund, Inc." and "Warburg, Pincus Tax Free Money Market Fund, Inc.,"
respectively. On September , 1998, the Money

22
<PAGE> 29

Market Fund and the Tax Free Fund amended their respective charters and changed
the Funds' names to "Warburg, Pincus WorldPerks Money Market Fund, Inc." and
"Warburg, Pincus WorldPerks Tax Free Money Market Fund, Inc.," respectively.
Each Fund's charter authorizes the Board to issue three billion full and
fractional shares of capital stock, $.001 par value per share, of which two
billion shares are designated Advisor Shares. Under a Fund's charter documents,
the Board has the power to classify or reclassify any unissued shares of the
Fund into one or more additional classes by setting or changing in any one or
more respects their relative rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption. The Board
may similarly classify or reclassify any class of shares into one or more series
and, without shareholder approval, may increase the number of authorized shares
of the Fund. Since no Advisor Shares are outstanding for the Fund, references to
"shares" in this prospectus refer solely to the common shares of the Fund unless
the context otherwise requires.

MULTI-CLASS STRUCTURE. Although neither Fund currently does so, each Fund is
authorized to offer a separate class of shares, the Advisor Shares, pursuant to
a separate prospectus. Individual investors could only purchase Advisor Shares
through institutional shareholders of record, broker-dealers, financial
institutions, depository institutions, retirement plans and other financial
intermediaries. Shares of each class would represent equal pro rata interests in
the relevant Fund and accrue dividends and calculate net asset value and
performance quotations in the same manner. Because of the higher fees paid by
the Advisor Shares, the total return on such shares can be expected to be lower
than the total return on common shares.

VOTING RIGHTS. Investors in a Fund are entitled to one vote for each full
share held and fractional votes for fractional shares held. Shareholders of a
Fund will vote in the aggregate except where otherwise required by law and
except that each class will vote separately on certain matters pertaining to its
distribution and shareholder servicing arrangements. There will normally be no
meetings of investors for the purpose of electing members of the Board unless
and until such time as less than a majority of the members holding office have
been elected by investors. Any Director of a Fund may be removed from office
upon the vote of shareholders holding at least a majority of the relevant Fund's
outstanding shares at a meeting called for that purpose. A meeting will be
called for the purpose of voting on the removal of a Board member at the written
request of holders of 10% of the outstanding shares of the Fund.

SHAREHOLDER COMMUNICATIONS. Each investor will receive a quarterly statement
of his account, as well as a statement of his account after any transaction that
affects his share balance or share registration (other than the reinvestment of
dividends or distributions or investment made through the Automatic Investment
Program). Each Fund will also send to its investors a semiannual report and an
audited annual report, each of which includes a list of the investment
securities held by the Fund and a statement of the
23
<PAGE> 30

performance of the Fund. Periodic listings of the investment securities held by
a Fund, as well as certain statistical characteristics of the Fund, may be
obtained by calling Warburg Pincus Funds at 800-927-2874 or on the Warburg
Pincus Funds Web site at www.warburg.com.

------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, THE FUND'S
STATEMENT OF ADDITIONAL INFORMATION OR THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFERING OF SHARES OF THE FUNDS, AND IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY
STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFER MAY NOT LAWFULLY BE MADE.

24
<PAGE> 31

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Funds' Expenses...................................... 2
Investment Objectives and Policies....................... 3
General.................................................. 4
Portfolio Investments.................................... 6
Investment Guidelines.................................... 9
Management of the Funds.................................. 9

Northwest Airlines WorldPerks(R) MILES................... 12
HOW TO OPEN AN ACCOUNT................................... 13
HOW TO PURCHASE SHARES................................... 14
HOW TO REDEEM AND EXCHANGE SHARES........................ 16
DIVIDENDS, DISTRIBUTIONS AND TAXES....................... 19
NET ASSET VALUE.......................................... 21
PERFORMANCE.............................................. 21
GENERAL INFORMATION...................................... 22
</TABLE>

[WARBURG PINCUS FUNDS LOGO]

WARBURG PINCUS WORLDPERKS FUNDS

P.O. BOX 9030, BOSTON, MA 02205-9030
800-WARBURG (800-927-2874)
www.warburg.com

COUNSELLORS SECURITIES INC., DISTRIBUTOR. FFNWF-1-1098

<PAGE> 32

SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 1998

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities
may not be sold nor may any offers to buy be accepted prior
to the time the registration statement becomes effective.
This Statement of Additional Information does not
constitute a prospectus.

STATEMENT OF ADDITIONAL INFORMATION

OCTOBER 1, 1998

------------------------------

WARBURG PINCUS WORLDPERKS MONEY MARKET FUND
WARBURG PINCUS WORLDPERKS TAX FREE MONEY MARKET FUND
P.O. Box 9030, Boston, Massachusetts 02205-9030
For information call: 800-WARBURG
------------------------------

Contents

Page
----
Investment Objectives ................................................... 2
Municipal Securities .................................................... 2
Investment Policies ..................................................... 3
Management of the Funds ................................................. 11
Additional Purchase and Redemption Information .......................... 18
Exchange Privilege ...................................................... 18
Additional Information Concerning Taxes ................................. 19
Determination of Yield .................................................. 22
Independent Accountants and Counsel ..................................... 22
Financial Statements .................................................... 23
Appendix
Description of Commercial Paper and Municipal Securities Ratings..... A-1

This Statement of Additional Information is meant to be read
in conjunction with the combined Prospectus of Warburg Pincus WorldPerks Money
Market Fund (the "Money Market Fund") and Warburg Pincus WorldPerks Tax Free
Money Market Fund (the "Tax Free Fund"), dated October 1, 1998, as amended or
supplemented from time to time (the "Prospectus"), and is incorporated by
reference in its entirety into that Prospectus. Because this Statement of
Additional Information is not itself a prospectus, no investment in shares of
the Funds should be made solely upon the information contained herein. Copies of
the Funds' Prospectus and information regarding each Fund's current yield may be
obtained by calling the Fund at (800) 927-2874. Information regarding the status
of shareholder accounts may also be obtained by calling the Fund at the same
number or by writing to the Fund, P.O. Box 9030, Boston, Massachusetts
02205-9030.

<PAGE> 33

INVESTMENT OBJECTIVES

The investment objective of the Money Market Fund is to
provide investors with high current income consistent with liquidity and
stability of principal.

The investment objective of the Tax Exempt Fund is 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.

MUNICIPAL SECURITIES

Under normal circumstances, at least 80% of the Tax Exempt
Fund's assets will be invested in Municipal Securities. Municipal Securities
include short-term debt obligations issued by governmental entities to obtain
funds for various public purposes, including the construction of a wide range of
public facilities, the refunding of outstanding obligations, the payment of
general operating expenses and the extension of loans to public institutions and
facilities. Private activity securities that are issued by or on behalf of
public authorities to finance various privately-operated facilities are included
within the term Municipal Securities if the interest paid thereon is exempt from
federal income tax.

The two principal types of Municipal Securities consist of
"general obligation" and "revenue" issues, and the Tax Exempt Fund's portfolio
may include "moral obligation" issues, which are normally issued by special
purpose authorities. General obligation bonds are secured by the issuer's pledge
of its full faith, credit and taxing power for the payment of principal and
interest. Revenue bonds are payable only from the revenues derived from a
particular facility or class of facilities or in some cases, from the proceeds
of a special excise tax or other specific revenue source such as the user of the
facility being financed. Private activity securities held by the Fund are in
most cases revenue bonds and are not payable from the unrestricted revenues of
the issuer. Consequently, the credit quality of such private activity securities
is usually directly related to the credit standing of the corporate user of the
facility involved.

There are, of course, variations in the quality of Municipal
Securities, both within a particular classification and between classifications,
and the yields on Municipal Securities depend upon a variety of factors,
including general money market conditions, the financial condition of the
issuer, general conditions of the municipal bond market, the size of a
particular offering, the maturity of the obligation and the rating of the issue.
The ratings of rating agencies represent their opinions as to the quality of
Municipal Securities. It should be emphasized, however, that ratings are general
and are not absolute standards of quality, and Municipal Securities with the
same maturity, interest rate and rating may have different yields while
Municipal Securities of the same maturity and interest rate with different
ratings may have the same yield. Subsequent to its purchase by the Tax Exempt
Fund, an issue of Municipal Securities may cease to be rated or its rating may
be reduced below the minimum rating required for purchase by the Fund. The
Fund's investment adviser and sub-investment adviser will consider such an event
in determining whether the Fund should continue to hold

2
<PAGE> 34

the obligation. See the Appendix attached hereto for further information
concerning ratings and their significance.

An issuer's obligations under its Municipal Securities are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws,
if any, which may be enacted by federal or state legislatures extending the time
for payment of principal or interest, or both, or imposing other constraints
upon enforcement of such obligations or upon the ability of municipalities to
levy taxes. There is also the possibility that as a result of litigation or
other conditions, the power or ability of any one or more issuers to pay, when
due, principal of and interest on its, or their, Municipal Securities may be
materially adversely affected.

Among other instruments, the Tax Exempt Fund may purchase
short-term Tax Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation
Notes and other forms of short-term loans. Such notes are issued with a
short-term maturity in anticipation of the receipt of tax funds, the proceeds of
bond placements or other revenues.

INVESTMENT POLICIES

The following policies supplement the descriptions of each
Fund's investment objective and policies in the Prospectus.

Additional Information on Investment Practices

Variable Rate Master Demand Notes. Variable rate master demand
notes held by a Fund may have maturities of more than thirteen months, provided:
(i) the Fund is entitled to payment of principal and accrued interest upon not
more than seven days' notice and (ii) the rate of interest on such notes is
adjusted automatically at periodic intervals which may extend up to thirteen
months. In determining the Fund's average weighted portfolio maturity and
whether a variable rate master demand note has a remaining maturity of thirteen
months or less, each note will be deemed by the Fund to have a maturity equal to
the longer of the period remaining until its next interest rate adjustment or
the period remaining until the principal amount owed can be recovered through
demand. In determining whether an unrated variable rate master demand note is of
comparable quality at the time of purchase to instruments rated "high quality"
by any major rating service or when purchasing variable rate master demand
notes, the Fund's investment adviser and sub-investment adviser will consider
the earning power, cash flow and other liquidity ratios of the issuer of the
note and will continuously monitor its financial condition. In addition, when
necessary to ensure that a note is of "high quality," the Fund will require that
the issuer's obligation to pay the principal of the note be backed by an
unconditional bank letter of line of credit, guarantee or commitment to lend.

In the event an issuer of a variable rate master demand note
defaults on its payment obligation, a Fund might be unable to dispose of the
note because of the absence of a secondary market and might, for this or other
reasons, suffer a loss to the extent of the default. However, the Fund will
invest in such instruments only where its investment adviser and

3
<PAGE> 35

sub-investment adviser believe that the risk of such loss is minimal. In
determining average weighted portfolio maturity, a variable rate master demand
note will be deemed to have a maturity equal to the longer of the period
remaining to the next interest rate adjustment or the demand note period.

When-Issued Securities. As stated in the Prospectus, a Fund
may purchase Municipal Securities or portfolio securities, as the case may be,
on a "when-issued" basis (i.e., for delivery beyond the normal settlement date
at a stated price and yield). When the Fund agrees to purchase when-issued
securities, its custodian will set aside cash or liquid securities in a
segregated account equal to the amount of the commitment. Normally, the
custodian will set aside portfolio securities to satisfy a purchase commitment,
and in such a case the Fund 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 Fund's commitment. It may be expected
that the Fund'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. Because the Fund will set aside cash and liquid assets to satisfy its
purchase commitments in the manner described, the Fund's liquidity and ability
to manage its portfolio might be affected in the event its commitments to
purchase when-issued securities ever exceeded 25% of the value of its assets.

When a Fund engages in when-issued transactions, it relies on
the seller to consummate the trade. Failure of the seller to do so may result in
the Fund's incurring a loss or missing an opportunity to obtain a price
considered to be advantageous.

Reverse Repurchase Agreements and Borrowings. A Fund may
borrow funds for temporary purposes and not for leverage by agreeing to sell
portfolio securities to financial institutions such as banks and broker-dealers
and to repurchase them at a mutually agreed-upon date and price. At the time the
Fund enters into such an arrangement (a "reverse repurchase agreement"), it will
place in a segregated custodial account cash or liquid securities having a value
equal to the repurchase price (including accrued interest) and will subsequently
monitor the account to ensure that such equivalent value is maintained. Reverse
repurchase agreements involve the risk that the market value of the securities
sold by the Fund may decline below the repurchase price of those securities.
Reverse repurchase agreements are considered to be borrowings by the Fund under
the Investment Company Act of 1940, as amended (the "1940 Act").

Repurchase Agreements (Money Market Fund only). The seller
under a repurchase agreement will be required to maintain the value of the
securities subject to the agreement at not less than the repurchase price
(including accrued interest). Securities subject to repurchase agreements will
be held by the Fund's custodian or in the Federal Reserve/Treasury book-entry
system or another authorized securities depository.

Stand-By Commitment Agreements (Tax Exempt Fund only). The
Fund may acquire "stand-by commitments" with respect to Municipal Securities
held in its portfolio. Under a stand-by commitment, a dealer agrees to purchase
at the Fund's option specified

4
<PAGE> 36

Municipal Securities at a specified price. Stand-by commitments acquired by the
Fund may also be referred to as "put" options. The Fund's right to exercise
stand-by commitments is unconditional and unqualified. A stand-by commitment is
not transferable by the Fund, although the Fund can sell the underlying
securities to a third party at any time.

The principal risk of a stand-by commitment is that the writer
of a commitment may default on its obligation to repurchase the securities
acquired with it. The Fund intends to enter into stand-by commitments only with
brokers, dealers and banks that, in the opinion of Warburg Pincus Asset
Management, Inc., each Fund's investment adviser ("Warburg"), present minimal
credit risks. In evaluating the creditworthiness of the issuer of a stand-by
commitment, Warburg will periodically review relevant financial information
concerning the issuer's assets, liabilities and contingent claims.

The amount payable to the Fund upon its exercise of a stand-by
commitment is normally (i) the Fund's acquisition cost of the Municipal
Securities (excluding any accrued interest which the Fund paid on their
acquisition), less any amortized market premium or plus any amortized market or
original issue discount during the period the Fund owned the securities, plus
(ii) all interest accrued on the securities since the last interest payment date
during that period.

The Fund expects that stand-by commitments will generally be
available without the payment of any direct or indirect consideration. However,
if necessary or advisable, the Fund may pay for a stand-by commitment either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the commitment (thus reducing the yield to maturity
otherwise available for the same securities). The total amount paid in either
manner for outstanding stand-by commitments held by the Fund will not exceed 1/2
of 1% of the value of its total assets calculated immediately after each
stand-by commitment is acquired.

The Fund would acquire stand-by commitments solely to
facilitate portfolio liquidity and does not intend to exercise its rights
thereunder for trading purposes. The acquisition of a stand-by commitment would
not affect the valuation or assumed maturity of the underlying Municipal
Securities which, as noted, would continue to be valued in accordance with the
amortized cost method. Stand-by commitments acquired by the Fund would be valued
at zero in determining net asset value. Where the Fund paid any consideration
directly or indirectly for a stand-by commitment, its cost would be reflected as
unrealized depreciation for the period during which the commitment was held by
the Fund. Stand-by commitments would not affect the average weighted maturity of
the Fund's portfolio.

The Internal Revenue Service has issued a revenue ruling to
the effect that a registered investment company will be treated for federal
income tax purposes as the owner of the Municipal Securities acquired subject to
a stand-by commitment and the interest on the Municipal Securities will be
tax-exempt to the Fund.

Third Party Puts (Tax Exempt Fund only). The Fund may purchase
long-term fixed rate bonds that have been coupled with an option granted by a
third party financial institution allowing the Fund at specified intervals to
tender (or "put") the bonds to the

5
<PAGE> 37

institution and receive the face value thereof (plus accrued interest). These
third party puts are available in several different forms, may be represented by
custodial receipts or trust certificates and may be combined with other features
such as interest rate swaps. The Fund receives a short-term rate of interest
(which is periodically reset), and the interest rate differential between that
rate and the fixed rate on the bond is retained by the financial institution.
The financial institution granting the option does not provide credit
enhancement, and in the event that there is a default in the payment of
principal or interest, or downgrading of a bond to below investment grade, or a
loss of the bond's tax-exempt status, the put option will terminate
automatically, the risk to the Fund will be that of holding such a long-term
bond and the dollar-weighted average maturity of the Fund's portfolio would be
adversely affected.

These bonds coupled with puts may present the same tax issues
as are associated with stand-by commitments. As with any stand-by commitment,
the Fund intends to take the position that it is the owner of any municipal
obligation acquired subject to a third party put, and that tax-exempt interest
earned with respect to such municipal obligations will be tax-exempt in its
hands. There is no assurance that the Internal Revenue Service will agree with
such position in any particular case. Additionally, the federal income tax
treatment of certain other aspects of these investments, including the treatment
of tender fees and swap payments, in relation to various regulated investment
company tax provisions is unclear. However, Warburg intends to manage the Fund
in a manner designed to minimize any adverse impact from these investments.

Taxable Investments (Tax Exempt Fund only). Because the Fund's
purpose is to provide income excluded from gross income for federal income tax
purposes, the Fund generally will invest in taxable obligations only if and when
the investment adviser believes it would be in the best interests of the Fund's
investors to do so. Situations in which the Fund may invest up to 20% of its
total assets in taxable securities include: (i) pending investment of proceeds
of sales of Fund shares or the sale of its portfolio securities or (ii) when the
Fund requires highly liquid securities in order to meet anticipated redemptions.
The Fund may temporarily invest more than 20% of its total assets in taxable
securities to maintain a "defensive" posture when the Fund's investment adviser
determines that it is advisable to do so because of adverse market conditions
affecting the market for Municipal Securities generally.

Among the taxable investments in which the Fund may invest are
repurchase agreements and time deposits maturing in not more than seven days.
The Fund may agree to purchase money market instruments from financial
institutions such as banks and broker-dealers subject to the seller's agreement
to repurchase them at an agreed-upon date and price ("repurchase agreements").
The seller under a repurchase agreement will be required to maintain the value
of the securities subject to the agreement at not less than the repurchase price
(including accrued interest). Securities subject to repurchase agreements will
be held by the Fund's custodian or in the Federal Reserve/Treasury book-entry
system or another authorized securities depository.

6
<PAGE> 38

Other Investment Limitations

Money Market Fund. The investment limitations numbered 1
through 6 may not be changed without the affirmative vote of the holders of a
majority of the Money Market Fund's outstanding shares. Such majority is defined
as the lesser of (i) 67% or more of the shares present at a meeting, if the
holders of more than 50% of the outstanding shares of the Fund are present or
represented by proxy, or (ii) more than 50% of the outstanding shares.
Investment limitations 7 and 12 may be changed by a vote of the Fund's Board of
Directors (the "Board") at any time.

The Money Market Fund may not:

1. Borrow money, issue senior securities or enter into
reverse repurchase agreements except for temporary or emergency purposes and not
for leveraging, and then in amounts not in excess of 10% of the value of the
Fund's assets at the time of such borrowing; or mortgage, pledge or hypothecate
any assets except in connection with any such borrowing and in amounts not in
excess of the lesser of the dollar amounts borrowed or 10% of the value of the
Fund's assets at the time of such borrowing. The Fund does not currently intend
to enter into reverse repurchase agreements in amounts in excess of 5% of its
assets at the time the agreement is entered into. Whenever borrowings exceed 5%
of the value of the Fund's total assets, the Fund will not make any additional
investments.

2. Purchase or sell real estate, real estate investment
trust securities, commodities or commodity contracts, or invest in oil, gas or
mineral exploration or development programs, except that the Fund may purchase
commercial paper issued by companies that invest in real estate or interests
therein.

3. Purchase the securities of any issuer if as a result
more than 5% of the value of the Fund's assets would be invested in the
securities of such issuer, except that this 5% limitation does not apply to
securities issued or guaranteed by the United States government, its agencies or
instrumentalities, and except that up to 25% of the value of the Fund's assets
may be invested without regard to this 5% limitation.

4. Purchase any securities which would cause more than
25% of the value of the Fund'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 obligations issued or guaranteed by the United States, any state,
territory or possession of the United States, the District of Columbia or any of
their authorities, agencies, instrumentalities or political sub-divisions or
certificates of deposit, time deposits, savings deposits and bankers'
acceptances.

5. Make loans except that the Fund may purchase or hold
debt obligations in accordance with its investment objective, policies and
limitations and enter into repurchase agreements.

7
<PAGE> 39

6. Underwrite any issue of securities except to the
extent that the purchase of debt obligations directly from the issuer thereof in
accordance with the Fund's investment objective, policies and limitations may be
deemed to be underwriting.

7. Purchase securities on margin, make short sales of
securities or maintain a short position.

8. Write or sell puts, calls, straddles, spreads or
combinations thereof.

9. Invest in common stocks, preferred stocks, warrants,
other equity securities, corporate bonds or indentures, state bonds, municipal
bonds or industrial revenue bonds.

10. Purchase securities of other investment companies
except in connection with a merger, consolidation, acquisition or
reorganization.

11. Invest more than 10% of the value of the Fund'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 after notice by the Fund, variable rate
master demand notes providing for settlement upon maturities longer than seven
days and savings accounts which require more than seven days' notice prior to
withdrawal shall be considered illiquid securities.

12. Invest in oil, gas or mineral leases.

If a percentage restriction (other than the percentage
limitation set forth in No. 1 and No. 11 above) 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
Fund's assets will not constitute a violation of such restriction.

Tax Exempt Fund. The investment limitations numbered 1 through
6 may not be changed without the affirmative vote of the holders of a majority
of the Tax Exempt Fund's outstanding shares. Such majority is defined as the
lesser of (i) 67% or more of the shares present at a meeting, if the holders of
more than 50% of the outstanding shares of the Fund are present or represented
by proxy, or (ii) more than 50% of the outstanding shares. Investment
limitations 7 and 11 may be changed by a vote of the Fund's Board of Directors
at any time.

The Tax Exempt Fund may not:

1. Invest less than 80% of its assets in securities the
interest on which is exempt from federal income tax, except during temporary
defensive periods or under unusual market conditions, as determined by the
Fund's investment adviser.

2. Borrow money, issue senior securities or enter into
reverse repurchase agreements except for temporary or emergency purposes, and
not for leveraging, and then in

8
<PAGE> 40
amounts not in excess of 10% of the value of the Fund's assets at the time of
such borrowing; or mortgage, pledge or hypothecate any assets except in
connection with any such borrowing and in amounts not in excess of the lesser of
the dollar amounts borrowed or 10% of the value of the Fund's assets at the time
of such borrowing. The Fund does not currently intend to enter into reverse
repurchase agreements in amounts in excess of 5% of its assets at the time the
agreement is entered into. Whenever borrowings exceed 5% of the value of the
Fund's total assets, the Fund will not make any additional investments.

3. Purchase any securities which would cause more than
25% of the value of the Fund'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 (i) obligations issued by the United States, any state, territory or
possession of the United States, the District of Columbia or any of their
authorities, agencies, instrumentalities or political sub-divisions, (ii)
certificates of deposit issued by United States branches of United States banks
or (iii) Municipal Securities the interest on which is paid solely from revenues
of economically related projects. For purposes of this restriction, private
activity securities ultimately payable by companies within the same industry are
treated as if they were issued by issuers in the same industry.

4. Make loans except that the Fund may purchase or hold
debt obligations and enter into repurchase agreements in accordance with its
investment objective, policies and limitations.

5. Underwrite any issue of securities except to the
extent that the purchase of debt obligations directly from the issuer thereof in
accordance with the Fund's investment objective, policies and limitations may be
deemed to be underwriting.

6. Purchase or sell real estate, real estate investment
trust securities, commodities or commodity contracts, or invest in oil, gas or
mineral exploration or development programs, except that the Fund may invest in
debt obligations secured by real estate, mortgages or interests therein.

7. Purchase securities on margin, make short sales of
securities or maintain short positions.

8. Write or sell puts, calls, straddles, spreads or
combinations thereof, except that the Fund may acquire stand-by commitments.

9. Purchase securities of other investment companies
except in connection with a merger, consolidation, acquisition or
reorganization.

10. Invest more than 10% of the value of the Fund's
net assets in securities which may be illiquid because of legal or contractual
restrictions on resale or securities for which there are not readily available
market quotations. For purposes of this limitation, repurchase agreements with
maturities greater than seven days and variable rate master demand

9
<PAGE> 41

notes providing for settlement upon more than seven days notice by the Fund and
time deposits maturing in more than seven calendar days shall be considered
illiquid securities.

11. Invest in oil, gas or mineral leases.

If a percentage restriction (other than the percentage
limitation set forth in No. 2 and No. 10 above) 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
Fund's assets will not constitute a violation of such restriction.

Portfolio Valuation

Each Fund's securities are valued on the basis of amortized
cost. Under this method, a Fund values a portfolio security at cost on the date
of purchase and thereafter assumes a constant value of the security for purposes
of determining net asset value, which normally does not change in response to
fluctuating interest rates. Although the amortized cost method seems to provide
certainty in portfolio valuation, it may result in periods during which values,
as determined by amortized cost, are higher or lower than the amount the Fund
would receive if it sold the securities. In connection with amortized cost
valuation, the Board has established procedures that are intended to stabilize
the Fund's net asset value per share for purposes of sales and redemptions at
$1.00. These procedures include review by the Board, at such intervals as it
deems appropriate, to determine the extent, if any, to which the Fund's net
asset value per share calculated by using available market quotations deviates
from $1.00 per share. In the event such deviation exceeds 1/2 of 1%, the Board
will promptly consider what action, if any, should be initiated. If the Board
believes that the amount of any deviations from the Fund's $1.00 amortized cost
price per share may result in material dilution or other unfair results to
investors or existing shareholders, it will take such steps as it considers
appropriate to eliminate or reduce to the extent reasonably practicable any such
dilution or unfair results. These steps may include selling portfolio
instruments prior to maturity; shortening the Fund's average portfolio maturity;
withholding or reducing dividends; redeeming shares in kind; reducing the number
of the Fund's outstanding shares without monetary consideration; or utilizing a
net asset value per share determined by using available market quotations.

Portfolio Transactions

Warburg is responsible for establishing, reviewing, and, where
necessary, modifying a Fund's investment program to achieve its investment
objective. BlackRock Institutional Management Corporation ("BIMC") generally
will select specific portfolio investments and effect transactions for each
Fund. Purchases and sales of portfolio securities are usually principal
transactions without brokerage commissions effected directly with the issuer or
with dealers who specialize in money market instruments. BIMC seeks to obtain
the best net price and the most favorable execution of orders. To the extent
that the execution and price offered by more than one dealer are comparable,
BIMC may, in its discretion, effect

10
<PAGE> 42

transactions in portfolio securities with dealers who provide the relevant Fund
with research advice or other services.

Investment decisions for a Fund concerning specific portfolio
securities are made independently from those for other clients advised by BIMC.
Such other investment clients may invest in the same securities as the Fund.
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 BIMC believes to
be equitable to each client, including the Fund. In some instances, this
investment procedure may adversely affect the price paid or received by the Fund
or the size of the position obtained or sold for the Fund. To the extent
permitted by law, BIMC may aggregate the securities to be sold or purchased for
each Fund with those to be sold or purchased for such other investment clients
in order to obtain best execution.

In no instance will portfolio securities be purchased from or
sold to Warburg, BIMC, PNC Bank, National Association ("PNC") or Counsellors
Securities Inc. ("Counsellors Securities") or any affiliated person of such
companies, except pursuant to an exemption received from the Securities and
Exchange Commission (the "SEC").

The Tax Exempt Fund may participate, if and when practicable,
in bidding for the purchase of Municipal Securities directly from an issuer for
its portfolio in order to take advantage of the lower purchase price available
to members of such a group. The Fund will engage in this practice, however, only
when Warburg or BIMC, in their sole discretion, believes such practice to be
otherwise in the Fund's interest.

Each Fund does not intend to seek profits through short-term
trading. A Fund's annual portfolio turnover will be relatively high but is not
expected to have a material effect on its net income. Each Fund's turnover is
expected to be zero for regulatory reporting purposes.

MANAGEMENT OF THE FUNDS

Officers and Board of Directors

The names (and ages) of the Fund's Directors and officers,
their addresses, present positions and principal occupations during the past
five years and other affiliations are set forth below.

11
<PAGE> 43

Richard N. Cooper* (64) ............... Director
Harvard University Professor at Harvard University;
1737 Cambridge Street National Intelligence Council from
Cambridge, Massachusetts 02138 June 1995 until January 1997; Director
or Trustee of Circuit City Stores,
Inc. (retail electronics and
appliances) and Phoenix Home Life
Insurance Company; Director/Trustee of
other investment companies advised by
Warburg.

Jack W. Fritz (71) .................... Director
2425 North Fish Creek Road Private investor; Consultant and
P.O. Box 483 Director of Fritz Broadcasting, Inc.
Wilson, Wyoming 83014 and Fritz Communications (developers
and operators of radio stations);
Director of Advo, Inc. (direct mail
advertising); Director/Trustee of
other investment companies advised by
Warburg.

John L. Furth* (67) ................... Chairman of the Board
466 Lexington Avenue Vice Chairman, Managing Director and
New York, New York 10017-3147 Director of Warburg; Associated with
Warburg since 1970; Director of
Counsellors Securities; Chairman of
the Board of other investment
companies advised by Warburg.

Jeffrey E. Garten (51) ................ Director
Box 208200 Dean of Yale School of Management and
New Haven, Connecticut 06520-8200 William S. Beinecke Professor in the
Practice of International Trade and
Finance; Undersecretary of Commerce
for International Trade from November
1993 to October 1995; Professor at
Columbia University from September
1992 to November 1993;
Director/Trustee of other investment
companies advised by Warburg.

Arnold M. Reichman* (50) .............. Director
466 Lexington Avenue Managing Director, Chief Operating
New York, New York 10017-3147 Officer and Assistant Secretary of
Warburg; Director of The RBB Fund,
Inc.; Associated with Warburg since
1984; Director and officer of
Counsellors Securities;
Director/Trustee of other investment
companies advised by Warburg.
- ---------------------
* Indicates a Director who is an "interested person" of the Fund as defined in
the 1940 Act.

12
<PAGE> 44

Alexander B. Trowbridge (68) .......... Director
1317 F Street, N.W., 5th Floor President of Trowbridge Partners, Inc.
Washington, DC 20004 (business consulting) from January
1990 to November 1996; Director or
Trustee of New England Mutual Life
Insurance Co., ICOS Corporation
(biopharmaceuticals), Waste
Management, Inc. (solid and hazardous
waste collection and disposal), IRI
International (energy services), The
Rouse Company (real estate
development), Harris Corp.
(electronics and communications
equipment), The Gillette Co. (personal
care products) and Sun Company Inc.
(petroleum refining and marketing);
Director/Trustee of other investment
companies advised by Warburg.

Eugene L. Podsiadlo (41) .............. President
466 Lexington Avenue Managing Director of Warburg;
New York 10017-3147 Associated with Warburg since 1991;
Vice President of Citibank, N.A. from
1987-1991; Officer of Counsellors
Securities and other investment
companies advised by Warburg.

Eugene P. Grace (47) .................. Vice President and Secretary
466 Lexington Avenue Senior Vice President of Warburg;
New York, New York 10017-3147 Associated with Warburg since April
1994; Attorney-at-law from September
1989-April 1994; life insurance agent,
New York Life Insurance Company from
1993-1994; Officer of Counsellors
Securities and other investment
companies advised by Warburg.

Stephen Distler (45) .................. Vice President
466 Lexington Avenue Managing Director of Warburg;
New York, New York 10017-3147 Associated with Warburg since 1984;
Treasurer of Counsellors Securities;
Officer of other investment companies
advised by Warburg.

Howard Conroy, CPA (44) ............... Vice President and Chief Financial
466 Lexington Avenue Officer Vice President of Warburg;
New York, New York 10017-3147 Associated with Warburg since 1992;
Officer of other investment companies
advised by Warburg.

13
<PAGE> 45

Daniel S. Madden, CPA (32) ............ Treasurer and Chief Accounting Officer
466 Lexington Avenue Vice President of Warburg; Associated
New York, New York 10017-3147 with Warburg since 1995; Associated
with BlackRock Financial Management,
Inc. from September 1994 to October
1995; Associated with BEA Associates
from April 1993 to September 1994;
Associated with Ernst & Young LLP from
1990 to 1993; Officer of other
investment companies advised by
Warburg.

Janna Manes, Esq. (30) ................ Assistant Secretary
466 Lexington Avenue Vice President of Warburg; Associated
New York, New York 10017 with Warburg since 1996; Associated
with the law firm of Willkie Farr &
Gallagher from 1993-1996; Officer of
other investment companies advised by
Warburg.

No employee of Warburg, BIMC, PNC or PFPC Inc., the Fund's
co-administrator ("PFPC"), or any of their affiliates receives any compensation
from the Fund for acting as an officer or Director of the Fund. Each Director
who is not a director, 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 Director and is reimbursed for
expenses incurred in connection with his attendance at Board meetings. Each
member of the Audit Committee receives an annual fee of $250, and the chairman
of the Audit Committee receives an annual fee of $325.

Directors' Total Compensation

Total Compensation from
Compensation from all Investment Companies
Name of Director each Fund+ Managed by Warburg*
- ---------------- --------------- ------------------
John L. Furth None** None**
Richard N. Cooper $1,750 $73,250
Jack W. Fritz $1,750 $73,250
Jeffrey E. Garten $1,750 $73,250
Arnold M. Reichman None** None**
Alexander B. Trowbridge $1,825 $76,025
- --------------------

+ Amounts shown are estimates of payments to be made for the remaining
period of the fiscal year ending August 31, 1999 pursuant to existing
arrangements.

* Each Director also serves as a Director or Trustee of 40 other
investment companies advised by Warburg.

** Mr. Furth and Mr. Reichman receive compensation as affiliates of Warburg
and, accordingly, receive no compensation from a Fund or any other
investment company advised by Warburg.

14
<PAGE> 46

Investment Advisers, Sub-Investment Adviser and Administrator
and Co-Administrator

Warburg serves as investment to the Money Market Fund and Tax
Exempt Fund, BIMC serves as sub-investment adviser and administrator to each
Fund, and Counsellors Funds Service, Inc. ("Counsellors Service") serves as
co-administrator to the Funds pursuant to written agreements (the "Advisory
Agreement," the "Sub-Advisory Agreements" and the "Co-Administration Agreement,"
respectively, and collectively, the "Agreements"). The services provided by and
the fees payable by a Fund to Warburg, BIMC and Counsellors Service under the
respective Agreements are described in the Prospectus.

Banking Laws

Banking laws and regulations presently (i) prohibit a bank
holding company registered under the Federal Bank Holding Company Act of 1956
(the "Holding Company Act") or any bank or non-bank affiliate thereof from
sponsoring, organizing, controlling, or distributing the shares of a registered,
open-end investment company continuously engaged in the issuance of its shares,
but (ii) do not prohibit such a holding company or affiliate from acting as
investment adviser, transfer agent or custodian to such an investment company.
PNC and BIMC are subject to such banking laws and regulations.

BIMC, PNC and the Funds have been advised by Messrs. Ballard,
Spahr, Andrews & Ingersoll that BIMC and PNC may perform the services for the
Fund contemplated by their respective agreements with the Fund and the
Prospectus without violation of applicable banking laws or regulations. Such
counsel have pointed out, however, that future changes in legal requirements
relating to the permissible activities of banks and their affiliates, as well as
future interpretations of present requirements, could prevent one or more of
them from continuing to perform services for the Fund. If BIMC or PNC were
prohibited from providing services to the Fund, the Board would select another
qualified firm. Any new investment or sub-investment advisory agreement would be
subject to shareholder approval.

Custodian and Transfer Agent

PNC is custodian of each Fund's assets pursuant to a custodian
agreement (the "Custodian Agreement"). Under the Custodian Agreement, PNC (i)
maintains a separate account or accounts in the name of the Fund, (ii) holds and
transfers portfolio securities on account of the Fund, (iii) makes receipts and
disbursements of money on behalf of the Fund, (iv) collects and receives all
income and other payments and distributions on account of the Fund's portfolio
securities and (v) makes periodic reports to the Board concerning the Fund's
custodial arrangements. PNC is authorized to select one or more banks or trust
companies to serve as sub-custodian on behalf of a Fund, provided that PNC
remains responsible for the performance of all its duties under the Custodian
Agreement and holds the Fund harmless from the acts and omissions of any
sub-custodian. PNC is an indirect wholly owned subsidiary of PNC Bank Corp., and
its principal business address is 1600 Market Street, Philadelphia, Pennsylvania
19103.

15
<PAGE> 47

State Street Bank and Trust Company ("State Street") has
agreed to serve as each Fund's shareholder servicing, transfer and dividend
disbursing agent pursuant to a Transfer Agency and Service Agreement, under
which State Street (i) issues and redeems shares of the Fund, (ii) addresses and
mails all communications by the Fund to record owners of the Fund 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 Fund. State
Street has delegated to Boston Financial Data Services, Inc. ("BFDS"), an
affiliated company, responsibility for most shareholder servicing functions. The
principal business address of State Street is 225 Franklin Street, Boston,
Massachusetts 02110. BFDS's principal business address is 2 Heritage Drive,
Boston, Massachusetts 02171.

Organization of the Funds

The Funds are incorporated in Maryland. See the Prospectus,
"General Information." All shareholders of a Fund, upon liquidation, will
participate ratably in the Fund'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 Directors can elect all Directors. Shares are transferable
but have no preemptive, conversion or subscription rights.

Distribution and Shareholder Servicing

Common Shares. Each Fund has entered into a Shareholder
Servicing and Distribution Plan (the "12b-1 Plan"), pursuant to Rule 12b-1 under
the 1940 Act, pursuant to which a Fund will pay Counsellors Securities, in
consideration for Services (as defined below), a fee calculated at an annual
rate of .25% of the average daily net assets of the Common Shares of the Fund.
Services performed by Counsellors Securities include (i) the sale of the Common
Shares, as set forth in the 12b-1 Plan ("Selling Services"), (ii) ongoing
servicing and/or maintenance of the accounts of Common Shareholders of the Fund,
as set forth in the 12b-1 Plan ("Shareholder Services"), and (iii) sub-transfer
agency services, subaccounting services or administrative services related to
the sale of the Common Shares, as set forth in the 12b-1 Plan ("Administrative
Services" and collectively with Selling Services and Administrative Services,
"Services") including, without limitation, (a) payments reflecting an allocation
of overhead and other office expenses of Counsellors Securities related to
providing Services; (b) payments made to, and reimbursement of expenses of,
persons who provide support services in connection with the distribution of the
Common Shares including, but not limited to, office space and equipment,
telephone facilities, answering routine inquiries regarding the Fund, and
providing any other Shareholder Services; (c) payments made to compensate
selected dealers or other authorized persons for providing any Services; (d)
costs relating to the formulation and implementation of marketing and
promotional activities for the Common Shares, including, but not limited to,
direct mail promotions and television, radio, newspaper, magazine and other mass
media advertising, and related travel and entertainment expenses; (e) costs of
printing and distributing prospectuses, statements of additional information and
reports of the Fund to prospective shareholders of the Fund; (f) costs

16
<PAGE> 48

involved in obtaining whatever information, analyses and reports with respect
to marketing and promotional activities that the Fund may, from time to time,
deem advisable; and (g) costs and expenses relating to the Fund's participation
in the Northwest Airlines WorldPerks(TM) program.

Pursuant to the 12b-1 Plan, Counsellors Securities will
provide the Fund's Board with periodic reports of amounts expended under the
12b-1 Plan and the purpose for which the expenditures were made.

Advisor Shares. Each Fund may, in the future, enter into
agreements ("Agreements") with institutional shareholders of record,
broker-dealers, financial institutions, depository institutions, retirement
plans and financial intermediaries ("Institutions") to provide certain
distribution, shareholder servicing, administrative and/or accounting services
for their clients or customers (or participants in the case of retirement plans)
("Customers") who are beneficial owners of Advisor Shares. Agreements will be
governed by a distribution plan (the "Distribution Plan") pursuant to Rule 12b-1
under the 1940 Act. The Distribution Plan requires the Board, at least
quarterly, to receive and review written reports of amounts expended under the
Distribution Plan and the purpose for which such expenditures were made.

An Institution with which a Fund has entered into an Agreement
with respect to its Advisor Shares may charge a Customer one or more of the
following types of fees, as agreed upon by the Institution and the Customer,
with respect to the cash management or other services provided by the
Institution: (i) account fees (a fixed amount per month or per year); (ii)
transaction fees (a fixed amount per transaction processed); (iii) compensation
balance requirements (a minimum dollar amount a Customer must maintain in order
to obtain the services offered); or (iv) account maintenance fees (a periodic
charge based upon the percentage of assets in the account or of the dividend
paid on those assets). Services provided by an Institution to Customers are in
addition to, and not duplicative of, the services to be provided under the
Fund's co-administration and distribution and shareholder servicing
arrangements. A Customer of an Institution should read the Prospectus and this
Statement of Additional Information in conjunction with the Agreement and other
literature describing the services and related fees that would be provided by
the Institution to its Customers prior to any purchase of Fund shares.
Prospectuses are available from the Fund's distributor upon request. No
preference will be shown in the selection of Fund investments for the
instruments of Institutions.

General. The Distribution Plan and the 12b-1 Plan will
continue in effect for so long as their continuance is specifically approved at
least annually by the Board, including a majority of the Directors who are not
interested persons of the Fund and who have no direct or indirect financial
interest in the operation of the Distribution Plans or the 12b-1 Plans, as the
case may be ("Independent Directors"). Any material amendment of the
Distribution Plan or 12b-1 Plan would require the approval of the Board in the
same manner. Neither the Distribution Plan nor the 12b-1 Plan may be amended to
increase materially the amount to be spent thereunder without shareholder
approval of the relevant class of shares. The Distribution Plan or 12b-1 Plan
may be terminated at any time, without penalty, by vote of a majority of the
Independent Directors or by a vote of a majority of the outstanding voting
securities of the relevant class of shares of the Fund.

17
<PAGE> 49

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Information on how to purchase and redeem Fund shares and how
such shares are priced is included in the Prospectus.

Under the 1940 Act, each Fund may suspend the right of
redemption or postpone the date of payment upon redemption for any period during
which The New York Stock Exchange, Inc. (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 by rule or regulation) 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 Fund 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 Fund 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 Fund will comply with Rule 18f-1 promulgated under the
1940 Act with respect to redemptions in kind.

Automatic Cash Withdrawal Plan. An automatic cash withdrawal
plan (the "Plan") is available to shareholders who wish to receive specific
amounts of cash periodically. Withdrawals may be made under the Plan by
redeeming as many shares of a Fund as may be necessary to cover the stipulated
withdrawal payment. To the extent that withdrawals exceed dividends,
distributions and appreciation of a shareholder's investment in the Fund, there
will be a reduction in the value of the shareholder's investment and continued
withdrawal payments may reduce the shareholder's investment and ultimately
exhaust it. Withdrawal payments should not be considered as income from
investment in the Fund. All dividends and distributions on shares in the Plan
are automatically reinvested at net asset value in additional shares of the
Fund.

EXCHANGE PRIVILEGE

An exchange privilege with certain other funds advised by
Warburg is available to investors in a Fund. The funds into which exchanges of
Common Shares currently can be made are listed in the Common Share Prospectus.
Exchanges may also be made between certain Warburg Pincus Advisor Funds.

The exchange privilege enables shareholders to acquire shares
in a fund with a different investment objective when they believe that a shift
between funds is an appropriate investment decision. Subject to the restrictions
on exchange purchases contained in the Prospectus and any other applicable
restrictions, this privilege is available to shareholders residing in any state
in which the Common Shares or Advisor Shares being acquired, as relevant, may
legally be sold. Prior to any exchange, the investor should obtain and review a

18
<PAGE> 50

copy of the current prospectus of the relevant class of each fund into which an
exchange is being considered. Shareholders may obtain a prospectus of the
relevant class of the fund into which they are contemplating an exchange from
Counsellors Securities.

Subject to the restrictions described above, upon receipt of
proper instructions and all necessary supporting documents, shares submitted for
exchange are redeemed at the then-current net asset value of the relevant class
and the proceeds are invested on the same day, at a price as described above, in
shares of the relevant class of the fund being acquired. The exchange privilege
may be modified or terminated at any time upon 30 days' notice to shareholders.

ADDITIONAL INFORMATION CONCERNING TAXES

The discussion set out below of tax considerations generally
affecting the Fund 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 their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund.

As described above and in the Fund's Prospectus, the Tax
Exempt Fund is designed to provide investors with current income which is
excluded from gross income for federal income tax purposes. The Fund is not
intended to constitute a balanced investment program and is not designed for
investors seeking capital gains or maximum tax-exempt income irrespective of
fluctuations in principal. Investment in the Fund would not be suitable for
tax-exempt institutions, individual retirement plans, employee benefit plans and
individual retirement accounts since such investors would not gain any
additional tax benefit from the receipt of tax-exempt income.

Each Fund intends to continue to qualify as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). If it qualifies as a regulated investment company, a Fund
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, each Fund must, among other things: (i) distribute to its shareholders at
least the sum of 90% of its taxable net investment income (for this purpose
consisting of taxable net investment income and net realized short-term capital
gains) plus 90% of its net tax-exempt interest income; (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 the Fund's business of investing in
securities; and (iii) diversify its holdings so that, at the end of each fiscal
quarter of the Fund (a) at least 50% of the market value of the Fund'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 Fund'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

19
<PAGE> 51
the Fund'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 Fund controls and that are
determined to be in the same or similar trades or businesses or related trades
or businesses. As a regulated investment company, the Fund 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 Fund'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
December 31 during such year, together with any undistributed, untaxed amounts
of ordinary income and capital gains from the previous calendar year. The Funds
expect to pay the dividends and make the distributions necessary to avoid the
application of this excise tax.

Although each Fund expects to be relieved of all or
substantially all federal income taxes, depending upon the extent of its
activities in states and localities in which its offices are maintained, in
which its agents or independent contractors are located or in which it is
otherwise deemed to be conducting business, that portion of a Fund's income
which is treated as earned in any such state or locality could be subject to
state and local tax. Any taxes paid by the Fund would reduce the amount of
income and gains available for distribution to shareholders.

Investors in the Money Market Fund should be aware that it is
possible that some portion of the Fund's income from investments in obligations
of foreign banks could become subject to foreign taxes.

Because the Tax Exempt Fund will distribute exempt interest
dividends, interest on indebtedness incurred by a shareholder to purchase or
carry Fund shares is not deductible for federal income tax purposes. In
addition, the Code may require a shareholder, if he or she receives exempt
interest dividends, to treat as taxable income a portion of certain otherwise
non-taxable social security and railroad retirement benefit payments.
Furthermore, that portion of any dividend paid by the Fund which represents
income derived from private activity securities held by the Fund may not retain
its tax-exempt status in the hands of a shareholder who is a "substantial user"
of a facility financed by such bonds, or a "related person" thereof. Moreover,
as noted in the Prospectus, (i) some of the Fund's dividends may be a tax
preference item, or a component of an adjustment item, for purposes of the
federal individual and corporate alternative minimum taxes and (ii) the receipt
of Fund dividends and distributions may affect a corporate shareholder's federal
"environmental" tax liability if that tax is reinstated as proposed by President
Clinton. In addition, the receipt of Fund dividends and distributions may affect
a foreign corporate shareholder's federal "branch profits" tax liability and a
Subchapter S corporation shareholder's federal "excess net passive income" tax
liability. Shareholders should consult their own tax advisers as to whether they
(i) may be "substantial users" with respect to a facility or "related" to such
users within the meaning of the Code and (ii) are subject to a federal
alternative minimum tax, the federal environmental tax, the federal "branch
profits" tax, or the federal "excess net passive income" tax.

20
<PAGE> 52

While each Fund does not expect to realize net long-term
capital gains, any such realized gains will be distributed as described in the
Prospectus. Such distributions ("capital gain dividends") will be taxable to
shareholders as long-term capital gains, regardless of how long a shareholder
has held Fund shares, and will be designated as capital gain dividends in a
written notice mailed by a Fund to shareholders after the close of the Fund's
taxable year. Gain or loss, if any, recognized on the sale or other disposition
of shares of the Fund will be taxed as capital gain or loss if the shares are
capital assets in the shareholder's hands. Generally, a shareholder's gain or
loss will be a long-term gain or loss if the shares have been held for more than
one year. If a shareholder sells or otherwise disposes of a share of the Fund
before holding it for more than six months, any loss on the sale or other
disposition of such share shall be treated as a long-term capital loss to the
extent of any capital gain dividends received by the shareholder with respect to
such share.

A shareholder of a Fund receiving dividends or distributions
in additional shares should be treated for federal income tax purposes as
receiving a distribution in an amount equal to the amount of money that a
shareholder receiving cash dividends or distributions receives, and should have
a cost basis in the shares received equal to that amount.

Each shareholder of the Money Market Fund will receive an
annual statement as to the federal income tax status of his dividends and
distributions from the Fund for the prior calendar year. Furthermore,
shareholders will also receive, if appropriate, various written notices after
the close of the Fund's taxable year regarding the federal income tax status of
certain dividends and distributions that were paid (or that are treated as
having been paid) by the Fund to its shareholders during the preceding year.

Each shareholder of the Tax Exempt Fund will receive an annual
statement as to the federal personal income tax status of his dividends and
distributions from the Fund for the prior calendar year. Furthermore,
shareholders will also receive, if appropriate, various written notices after
the close of the Fund's taxable year regarding the federal income tax status of
certain dividends and distributions that were paid (or that are treated as
having been paid) by the Fund to its shareholders during the preceding year.
Shareholders should consult their tax advisers as to any other state and local
taxes that may apply to the Fund's dividends and distributions. The dollar
amount of dividends excluded from federal income taxation and the dollar amounts
subject to federal income taxation, if any, will vary for each shareholder
depending upon the size and duration of each shareholder's investment in the
Fund. In the event that the Fund derives taxable net investment income, it
intends to designate as taxable dividends the same percentage of each day's
dividend as its actual taxable net investment income bears to its total net
investment income earned on that day. Therefore, the percentage of each day's
dividend designated as taxable, if any, may vary from day to day.

If a shareholder fails to furnish a correct taxpayer
identification number, fails to report fully dividend or interest income, or
fails to certify that he has provided a correct taxpayer identification number
and that he is not subject to withholding, then the shareholder may be subject
to a 31% "backup withholding" tax with respect to (a) taxable dividends and
distributions and (b) the proceeds of any redemptions of Fund shares. An
individual's

<PAGE> 53
taxpayer identification number is his social security number. Corporate
shareholders and other shareholders specified in the Code are or may be exempt
from backup withholding. The backup withholding tax is not an additional tax and
may be credited against a taxpayer's federal income tax liability.

THE FOREGOING IS ONLY A SUMMARY OF CERTAIN MATERIAL TAX CONSEQUENCES
AFFECTING A FUND AND ITS SHAREHOLDERS. SHAREHOLDERS ARE ADVISED TO
CONSULT THEIR OWN TAX ADVISERS WITH RESPECT TO THE
PARTICULAR TAX CONSEQUENCES TO THEM OF AN INVESTMENT
IN THE FUND.

DETERMINATION OF YIELD

From time to time, each Fund may quote its yield, effective
yield and tax equivalent yield, as applicable, in advertisements or in reports
and other communications to shareholders. A Fund's seven-day yield is calculated
by (i) determining the net change in the value of a hypothetical pre-existing
account in the Fund having a balance of one share at the beginning of a seven
calendar day period for which yield is to be quoted, (ii) dividing the net
change by the value of the account at the beginning of the period to obtain the
base period return and (iii) annualizing the results (i.e., multiplying the base
period return by 365/7). The net change in the value of the account reflects the
value of additional shares purchased with dividends declared on the original
share and any such additional shares, but does not include realized gains and
losses or unrealized appreciation and depreciation. The Fund's seven-day
compound effective annualized yield is calculated by adding 1 to the base period
return (calculated as described above), raising the sum to a power equal to
365/7 and subtracting 1. The Tax Exempt Fund's tax equivalent yield is
calculated by dividing that portion of the base period return which is exempt
from federal personal income taxes by 1 minus the highest marginal federal
individual income tax rate and adding the quotient to that portion, if any, of
the yield which is not exempt from those taxes.

Each Fund's yield will vary from time to time depending upon
market conditions, the composition of its portfolio and operating expenses
allocable to it. Yield information may be useful in reviewing a Fund's
performance and for providing a basis for comparison with other investment
alternatives. However, the Fund's yield will fluctuate, unlike certain bank
deposits or other investments which pay a fixed yield for a stated period of
time. In comparing the Fund's yield with that of other money market funds,
investors should give consideration to the quality and maturity of the portfolio
securities of the respective funds.

INDEPENDENT ACCOUNTANTS AND COUNSEL

PricewaterhouseCoopers LLP ("PWC"), with principal offices at
2400 Eleven Penn Center, Philadelphia, Pennsylvania 19103, serves as independent
accountants for each Fund. The statement of assets and liabilities of each Fund,
as of SEPTEMBER 17, 1998, that appears in this Statement of Additional
Information has been audited by PWC, whose report thereon appears elsewhere
herein and has been included herein by reference in reliance upon

22
<PAGE> 54
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 Fund as
well as counsel to Warburg, Counsellors Service and Counsellors Securities.

FINANCIAL STATEMENTS

The Fund's financial statement follows the Report of Independent Accountants.

23
<PAGE> 55
APPENDIX

DESCRIPTION OF COMMERCIAL PAPER RATINGS

Commercial paper rated A-1 by Standard & Poor's Ratings Services
("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 Investor 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.

Short term obligations, including commercial paper, rated A1 + by
IBCA are obligations supported by the highest capacity for timely repayment.
Obligations rated A1 have a very strong capacity for timely repayment.
Obligations rated A2 have a strong capacity for timely repayment, although such
capacity may be susceptible to adverse changes in business, economic or
financial conditions.

Fitch Investors Services, Inc. employs the rating F-1+ to indicate
issues regarded as having the strongest degree of assurance for timely payment.
The rating F-1 reflects an assurance of timely payment only slightly less in
degree than issues rated F-1+, while the rating F-2 indicates a satisfactory
degree of assurance for timely payment, although the margin of safety is not as
great as indicated by the F-1+ and F-1 categories.

Duff & Phelps, Inc. employs the designation of Duff 1 with
respect to top grade commercial paper and bank money instruments. Duff 1+
indicates the highest certainty of timely payment: short-term liquidity is
clearly outstanding and safety is just below risk-free U.S. Treasury
short-term obligations. Duff 1- indicates high certainty of timely payment.
Duff 2 indicates good certainty of timely payment: liquidity factors and
company fundamentals are sound.

DESCRIPTION OF MUNICIPAL SECURITIES RATINGS

The following summarizes the highest two ratings used by S&P for
Municipal Securities:

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.
<PAGE> 56
AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from AAA issues only in small degree.

To provide more detailed indications of credit quality, the "AA"
rating 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 highest two ratings used by Moody's for
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 As are judged to be of high quality by all
standards. Together with the Aaa group 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.

Moody's applies numerical modifiers (1,2 and 3) with respect to the
bonds rated Aa. 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.

The following summarizes the two highest ratings used by S&P for
short-term notes:

SP-1 - Loans bearing this designation evidence a very strong or
strong capacity to pay principal and interest. Those issues determined to
possess overwhelming safety characteristics will be given a (+) designation.

SP-2 - Loans bearing this designation evidence a satisfactory
capacity to pay principal and interest.

The following summarizes the two highest ratings used by Moody's for
short-term notes and variable rate demand obligations:

MIG-1/VMIG-1 - Obligations bearing these designations are of the
best quality, enjoying strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the market for
refinancing, or both.

MIG-2/VMIG-2 - Obligations bearing these designations are of high
quality with margins of protection ample although not so large as in the
preceding group.

A-2
<PAGE> 57
Commercial paper rated A-1 by 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. 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.

A-3
<PAGE> 58
WARBURG, PINCUS MONEY MARKET FUND, INC.
WARBURG, PINCUS TAX FREE MONEY MARKET FUND, INC.
STATEMENTS OF ASSETS AND LIABILITIES
AS OF SEPTEMBER 17, 1998

MONEY MARKET TAX FREE MONEY
FUND MARKET FUND
------------ --------------

ASSETS:

Cash $100,000 $100,000

Deferred Offering Costs 93,500 93,500
-------- --------

TOTAL ASSETS 193,500 193,500
-------- --------

LIABILITIES:

Accrued Offering Costs 93,500 93,500
-------- --------

TOTAL LIABILITIES 93,500 93,500
-------- --------

NET ASSETS $100,000 $100,000
======== ========

NET ASSET VALUE, Redemption and
Offering Price per Share (three billion
shares authorized, consisting of 1
billion Common Shares and 2 billion
Advisor Shares - $.001 par value per
share designated) applicable to 100,000
Common Shares issued and
outstanding for each fund, respectively. $1.00 $1.00
----- -----

See Accompanying Notes to Financial Statements

<PAGE> 59
WARBURG, PINCUS MONEY MARKET FUND, INC.
WARBURG, PINCUS TAX FREE MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 17, 1998

1. ORGANIZATION:

Warburg, Pincus Money Market Fund, Inc. and Warburg, Pincus Tax Free Money
Market Fund, Inc. (collectively referred to as the "Funds") were incorporated
on July 24, 1998 under the laws of the State of Maryland. The Funds are
registered under the Investment Company Act of 1940, as amended, as
diversified, open-end management investment companies. The Funds' charter
authorizes its Board of Directors to issue three billion full and fractional
shares of capital stock, $.001 par value per share, of which one billion shares
are designated Common Shares and two billion are designated Advisor Shares.
Common Shares bear fees at .25% of average daily net asset value pursuant to a
12b-1 distribution plan. The Funds have not commenced operations except those
related to organizational matters and the sale of 100,000 Common Shares of each
Fund (the "Initial Shares") to Warburg Pincus Asset Management, Inc., the
Funds' investment adviser (the "Adviser") on September 17, 1998.

2. ORGANIZATION COSTS, OFFERING COSTS AND TRANSACTIONS WITH AFFILIATES:

Certain organizational costs incurred by the Funds have been paid for by the
Funds' Adviser. These costs amounted to $10,650 per Fund. Offering costs,
including initial registration costs, have been deferred and will be charged
to expense during the Funds' first year of operation.

Certain officers and directors of the Funds are also officers and a
director of the Adviser. These officers and directors are paid no fees by the
Funds for serving as an officer or director.

<PAGE> 60
REPORT OF INDEPENDENT ACCOUNTANTS
- ---------------------------------
To the Board of Directors and Shareholder of
WARBURG, PINCUS MONEY MARKET FUND, INC. AND
WARBURG, PINCUS TAX FREE MONEY MARKET FUND, INC.:

In our opinion, the accompanying statements of assets and liabilities present
fairly, in all material respects, the financial position of Warburg, Pincus
Money Market Fund, Inc. and Warburg, Pincus Tax Free Money Market Fund, Inc.
(collectively referred to as the "Funds") at September 17, 1998, in conformity
with generally accepted accounting principles. These 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 generally accepted
auditing standards 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 statement, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

2400 Eleven Penn Center
Philadelphia, Pennsylvania
September 21, 1998
<PAGE> 61
PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

(1) Financial Statements included in Part B:
(a) Report of PricewaterhouseCoopers LLP,
Independent Accountants.
(b) Statement of Net Assets and Liabilities.

(b) Exhibits:

1(a) Articles of Incorporation.(1)
(b) Articles of Amendment to Articles of Incorporation.(2)

2 By-Laws.(1)
(b) Amended and Restated By-laws.(2)

3 Not applicable.

4 Registrant's Forms of Stock Certificates.

5(a) Form of Investment Advisory Agreement.

5(b) Form of Sub-Investment Advisory and Administration Agreement.

6 Form of Distribution Agreement.

7 Not applicable.

8 Custodian Agreement with PNC Bank, National Association.

9(a) Transfer Agency and Service Agreement.

(b) Form of Co-Administration Agreement with Credit Suisse Asset
Management Ltd.

(d) Form of Co-Administration Delegation Agreement between Credit
Suisse Asset Management Ltd. and Counsellors Funds Service, Inc.

10(a) Opinion and Consent of Willkie Farr & Gallagher.

(b) Opinion and Consent of Venable, Baetjer and Howard, LLP, Maryland
counsel to the Fund.

11 Consent of PricewaterhouseCoopers LLP

12 Not applicable.

- ---------------------------
1 Incorporated by reference to Registrant's Registration Statement on
Form N-1A filed on July 24, 1998 (Securities Act File No.
333-59801).

2 To be filed by amendment.

<PAGE> 62

13 Form of Purchase Agreement.

14 Not applicable.

15(a) Form of Shareholder Servicing and Distribution Plan.

(b) Form of Distribution Plan.

16 Not applicable.

17 Not applicable.

18 Form of 18f-3 Plan.

Item 25. Persons Controlled by or Under Common Control with Registrant

From time to time, Warburg Pincus Asset Management, Inc. ("Warburg"), may
be deemed to control the Fund and other registered investment companies it
advises through its beneficial ownership of more than 25% of the relevant fund's
shares on behalf of discretionary advisory clients. Warburg has seven
wholly-owned subsidiaries: Counsellors Securities Inc., a New York corporation;
Counsellors Funds Service, Inc., a Delaware corporation; Counsellors Agency
Inc., a New York corporation; Warburg, Pincus Investments International
(Bermuda), Ltd., a Bermuda corporation; Warburg, Pincus Asset Management
International, Inc., a Delaware corporation; Warburg Pincus Asset Management
(Japan), Inc., a Japanese corporation; and Warburg Pincus Asset Management
(Dublin) Limited, an Irish corporation.

Item 26. Number of Holders of Securities

It is anticipated that Warburg will hold all Registrant's shares of common
stock, par value $.001 per share, on the date Registrant's Registration
Statement becomes effective.

Item 27. Indemnification

Registrant, officers and directors of Warburg, of Counsellors Securities
Inc. ("Counsellors Securities") and of Registrant are covered by insurance
policies indemnifying them for liability incurred in connection with the
operation of Registrant. These policies provide insurance for any "Wrongful Act"
of an officer, director or trustee. Wrongful Act is defined as breach of duty,
neglect, error, misstatement, misleading statement, omission or other act done
or wrongfully attempted by an officer, director or trustee in connection with
the operation of Registrant. Discussion of this coverage is incorporated by
reference to Item 27 of Part C of the Fund's initial Registration Statement on
Form N-1A filed on July 24, 1998.

<PAGE> 63

Item 28. (a) Business and Other Connections of
Investment Adviser

Warburg, a wholly owned subsidiary of Warburg, Pincus Asset
Management Holdings, Inc., acts as investment adviser to Registrant. Warburg
renders investment advice to a wide variety of individual and institutional
clients. The list required by this Item 28 of officers and directors of Warburg,
together with information as to their other business, profession, vocation or
<PAGE> 64
employment of a substantial nature during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by Warburg (SEC File No.
801-28-496).

(b) Business and Other Connections of
Sub-Investment Adviser and Administrator

Blackrock Institutional Management Corporation ("BIMC"), a wholly
owned indirect subsidiary of PNC Bank, National Association ("PNC"), performs
sub-investment advisory services for Registrant and advisory services for
certain other investment companies. PNC and its predecessors have been in the
business of managing the investments of fiduciary and other accounts in the
Philadelphia area since 1847. In addition to its trust business, PNC provides
commercial banking services. The list required by this Item 28 of officers and
directors of BIMC, together with information as to their other business,
profession, vocation or employment of a substantial nature during the past two
years, is by BIMC (SEC File No. 801-13-304).

Item 29. Principal Underwriter

(a) Counsellors Securities will act as distributor for Registrant,
as well as for Warburg Pincus Balanced Fund; Warburg Pincus Capital Appreciation
Fund; Warburg Pincus Cash Reserve Fund; Warburg Pincus Central & Eastern Europe
Fund; Warburg Pincus Emerging Growth Fund; Warburg Pincus Emerging Markets Fund;
Warburg Pincus Emerging Markets II Fund; Warburg Pincus European Equity Fund;
Warburg Pincus Fixed Income Fund; Warburg Pincus Global Fixed Income Fund;
Warburg Pincus Global Post-Venture Capital Fund; Warburg Pincus Global
Telecommunications Fund; Warburg Pincus Growth & Income Fund; Warburg Pincus
Health Sciences Fund; Warburg Pincus High Yield Fund; Warburg Pincus
Institutional Fund; Warburg Pincus Intermediate Maturity Government Fund;
Warburg Pincus International Equity Fund; Warburg Pincus International Growth
Fund; Warburg Pincus International Small Company Fund; Warburg Pincus Japan
Growth Fund; Warburg Pincus Japan Small Company Fund; Warburg Pincus Long-Short
Equity Fund; Warburg Pincus Long-Short Market Neutral Fund; Warburg Pincus Major
Foreign Markets Fund; Warburg Pincus Municipal Bond Fund; Warburg Pincus
Municipal Money Market Mileage Fund; Warburg Pincus New York Intermediate
Municipal Fund; Warburg Pincus New York Tax Exempt Fund; Warburg Pincus
Post-Venture Capital Fund; Warburg Pincus Select Economic Value Equity Fund;
Warburg Pincus Small Company Growth Fund; Warburg Pincus Small Company Value
Fund; Warburg Pincus Strategic Global Fixed Income Fund; Warburg Pincus
Strategic Value Fund; Warburg Pincus Trust; Warburg Pincus Trust II; Warburg
Pincus U.S. Core Equity Fund; Warburg Pincus U.S. Core Fixed Income Fund and
Warburg Pincus WorldPerks Tax Free Money Market Fund.

(b) For information relating to each director, officer or partner of
Counsellors Securities, reference is made to Form
<PAGE> 65
BD (SEC File No. 15-654) filed by Counsellors Securities under the Securities
Exchange Act of 1934.

Item 30. Location of Accounts and Records

(1) Warburg, Pincus WorldPerks Money Market Fund
466 Lexington Avenue
New York, New York 10017-3147
(Fund's articles of incorporation, by-laws and minute books)

(2) Blackrock Institutional Management Corporation 400 Bellevue
Parkway Wilmington, Delaware 19809 (records relating to its
functions as sub-investment adviser and administrator)

(3) Credit Suisse Asset Management Ltd.
Beaufort House
15 St. Botolph Street
GB-London EC3A 7JJ
New York, New York 10017-3147
(records relating to its functions as co-administrator)

(4) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as co-administrator,
transfer and dividend disbursing agent)

(5) PNC Bank, National Association
1600 Market Street
Philadelphia, Pennsylvania 19103
(records relating to its functions as custodian)

(6) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as distributor)

(7) Warburg Pincus Asset Management, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as investment adviser)

(8) State Street Bank and Trust Co.
225 Franklin Street
Boston, Massachusetts 02110
(records relating to its functions as transfer agent and
dividend disbursing agent)
<PAGE> 66
(9) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02177
(records relating to its functions as transfer agent and
dividend disbursing agent)

Item 31. Management Services
Not applicable.

Item 32. Undertakings

Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest annual report to
shareholders, upon request and without charge.
<PAGE> 67
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York and the
State of New York, on the 21st day of September, 1998.

WARBURG, PINCUS WORLDPERKS MONEY MARKET
FUND, INC.

By:/s/Eugene L. Podsiadlo
----------------------------
Eugene L. Podsiadlo
President

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment has been signed below by the following persons in the capacities
and on the date indicated:

Signature Title Date

/s/John L. Furth Chairman of the September 21, 1998
- --------------------------- Board of Directors
John L. Furth

/s/Eugene L. Podsiadlo President September 21, 1998
- ---------------------------
Eugene L. Podsiadlo

/s/Howard Conroy Vice President and September 21, 1998
- --------------------------- Chief Financial
Howard Conroy Officer

/s/Daniel S. Madden Treasurer and September 21, 1998
- --------------------------- Chief Accounting
Daniel S. Madden Officer

/s/Richard N. Cooper Director September 21, 1998
- ---------------------------
Richard N. Cooper

/s/Jack W. Fritz Director September 21, 1998
- ---------------------------
Jack W. Fritz

/s/Jeffrey E. Garten Director September 21, 1998
- ---------------------------
Jeffrey E. Garten

/s/Arnold M. Reichman Director September 21, 1998
- ---------------------------
Arnold M. Reichman

/s/Alexander B. Trowbridge Director September 21, 1998
- --------------------------
Alexander B. Trowbridge

<PAGE> 68
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ------------
<S> <C>

4 Registrant's Forms of Stock Certificates.

5(a) Form of Investment Advisory Agreement.

5(b) Form of Sub-Investment Advisory and Administration Agreement.

6 Form of Distribution Agreement.

8 Custodian Agreement with PNC Bank, National Association.

9(a) Transfer Agency and Service Agreement.

(b) Form of Co-Administration Agreement with Credit Suisse Asset
Management Ltd.

(d) Form of Co-Administration Delegation Agreement between Credit
Suisse Asset Management Ltd. and Counsellors Funds Service, Inc.

10(a) Opinion and Consent of Willkie Farr & Gallagher.

(b) Opinion and Consent of Venable, Baetjer and Howard, LLP,
Maryland counsel to the Fund.

11 Consent of PricewaterhouseCoopers LLP

13 Form of Purchase Agreement.

15(a) Form of Shareholder Servicing and Distribution Plan.

(b) Form of Distribution Plan.

18 Form of 18f-3 Plan.
</TABLE>

<PAGE> 1
Exhibit 4

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

WARBURG, PINCUS WORLDPERKS MONEY MARKET FUND, INC.
THE CORPORATION IS AUTHORIZED TO ISSUE THREE BILLION SHARES, PAR VALUE $.001.
SPECIMEN

<PAGE> 2

The Corporation is authorized to issue two or more classes of stock. The
Corporation will furnish to any stockholder on request and without charge a full
statement of the designation and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the stock of each class which the
Corporation is authorized to issue and, if the Corporation is authorized to
issue any preferred or special class in series, of the differences in the
relative rights and preferences between the shares of each series to the extent
they have been set and the authority of the Board of Directors to set the
relative rights and preferences of subsequent series.

<PAGE> 1
Exhibit 5(a)

INVESTMENT ADVISORY AGREEMENT

______________ ___, 1998

Warburg Pincus Asset Management, Inc.
466 Lexington Avenue
New York, New York 10017-3147

Dear Sirs:

Warburg, Pincus WorldPerks Money Market Fund, Inc. (the "Fund"), a
corporation organized and existing under the laws of the State of Maryland,
herewith confirms its agreement with Warburg Pincus Asset Management, Inc. (the
"Adviser") as follows:

1. Investment Description; Appointment

The Fund desires to employ the capital of the Fund by investing and
reinvesting in investments of the kind and in accordance with the limitations
specified in its Articles of Incorporation, as may be amended from time to time,
and in the Fund's Prospectus(es) and Statement(s) of Additional Information, as
from time to time in effect (the "Prospectus" and "SAI," respectively), and in
such manner and to such extent as may from time to time be approved by the Board
of Directors of the Fund. Copies of the Fund's Prospectus and SAI have been or
will be submitted to the Adviser. The Fund desires to employ and hereby appoints
the Adviser to act as investment adviser to the Fund. The Adviser accepts the
appointment and agrees to furnish the services for the compensation set forth
below.

2. Services as Investment Adviser

Subject to the supervision and direction of the Board of Directors
of the Fund, the Adviser will (a) act in strict conformity with the Fund's
Articles of Incorporation, the Investment Company Act of 1940 (the "1940 Act")
and the Investment Advisers Act of 1940, as the same may from time to time be
amended, (b) manage the Fund's assets in accordance with the Fund's investment
objective and policies as stated in the Fund's Prospectus and SAI, (c) make
investment decisions for the Fund, (d) place purchase and sale orders for
securities on behalf of the Fund, (e) exercise voting rights in respect of
portfolio securities and other investments for the Fund, and (f) monitor and
evaluate the services provided by the Fund's investment sub-adviser(s), if any,
under the terms of the applicable investment sub-advisory agreement(s). In
providing those services, the Adviser will provide investment research and
supervision of the Fund's investments and conduct a continual program of
investment, evaluation and, if appropriate, sale and reinvestment of the Fund's
assets. In addition, the Adviser will furnish the Fund

<PAGE> 2

with whatever statistical information the Fund may reasonably request with
respect to the securities that the Fund may hold or contemplate purchasing.

Subject to the approval of the Board of Directors of the Fund and,
where required by law, the Fund's shareholders, the Adviser may engage an
investment sub-adviser or sub-advisers to provide advisory services in respect
of the Fund and may delegate to such investment sub-adviser(s) the
responsibilities described in subparagraphs (b), (c), (d) and (e) above. In the
event that an investment sub-adviser's engagement has been terminated, the
Adviser shall be responsible for furnishing the Fund with the services required
to be performed by such investment sub-adviser(s) under the applicable
investment sub-advisory agreements or arranging for a successor investment
sub-adviser(s) to provide such services on terms and conditions acceptable to
the Fund and the Fund's Board of Directors and subject to the requirements of
the 1940 Act.

3. Brokerage

In executing transactions for the Fund, selecting brokers or dealers
and negotiating any brokerage commission rates, the Adviser will use its best
efforts to seek the best overall terms available. In assessing the best overall
terms available for any portfolio transaction, the Adviser will consider all
factors it deems relevant including, but not limited to, breadth of the market
in the security, the price of the security, the financial condition and
execution capability of the broker or dealer and the reasonableness of any
commission for the specific transaction and for transactions executed through
the broker or dealer in the aggregate. In selecting brokers or dealers to
execute a particular transaction and in evaluating the best overall terms
available, the Adviser may consider the brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934,
as the same may from time to time be amended) provided to the Fund and/or other
accounts over which the Adviser or an affiliate exercises investment discretion.

4. Information Provided to the Fund

The Adviser will keep the Fund informed of developments materially
affecting the Fund, and will, on its own initiative, furnish the Fund from time
to time with whatever information the Adviser believes is appropriate for this
purpose.

5. Standard of Care

The Adviser shall exercise its best judgment in rendering the
services listed in paragraphs 2, 3 and 4 above. The Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the Fund
in connection with the matters to which this Agreement relates, provided that

-2-

<PAGE> 3

nothing herein shall be deemed to protect or purport to protect the Adviser
against any liability to the Fund or to shareholders of the Fund to which the
Adviser would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties or by reason of
the Adviser's reckless disregard of its obligations and duties under this
Agreement.

6. Compensation

In consideration of the services rendered pursuant to this
Agreement, the Fund will pay the Adviser an annual fee calculated at an annual
rate of .50% of the Fund's average daily net assets. The fee for the period from
the date the Fund's initial registration statement is declared effective by the
Securities and Exchange Commission to the end of the year during which the
initial registration statement is declared effective shall be prorated according
to the proportion that such period bears to the full yearly period. Upon any
termination of this Agreement before the end of a year, the fee for such part of
that year shall be prorated according to the proportion that such period bears
to the full yearly period and shall be payable upon the date of termination of
this Agreement. For the purpose of determining fees payable to the Adviser, the
value of the Fund's net assets shall be computed at the times and in the manner
specified in the Fund's Prospectus or SAI.

7. Expenses

The Adviser will bear all expenses in connection with the
performance of its services under this Agreement, including the fees payable to
any investment sub-adviser engaged pursuant to paragraph 2 of this Agreement.
The Fund will bear its proportionate share of certain other expenses to be
incurred in its operation, including: investment advisory and administration
fees; taxes, interest, brokerage fees and commissions, if any; fees of Directors
of the Fund who are not officers, directors, or employees of the Adviser or any
of its affiliates; fees of any pricing service employed to value shares of the
Fund; Securities and Exchange Commission fees and state blue sky qualification
fees; charges of custodians and transfer and dividend disbursing agents; the
Fund's proportionate share of insurance premiums; outside auditing and legal
expenses; costs of maintenance of the Fund's existence; costs attributable to
investor services, including, without limitation, telephone and personnel
expenses; costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and meetings of the shareholders of
the Fund and of the officers or Board of Directors of the Fund; and any
extraordinary expenses.

The Fund will be responsible for nonrecurring expenses which may
arise, including costs of litigation to which the Fund

-3-

<PAGE> 4

is a party and of indemnifying officers and Directors of the Fund with respect
to such litigation and other expenses as determined by the Directors.

8. Services to Other Companies or Accounts

The Fund understands that the Adviser now acts, will continue to act
and may act in the future as investment adviser to fiduciary and other managed
accounts and to one or more other investment companies or series of investment
companies, and the Fund has no objection to the Adviser so acting, provided that
whenever the Fund and one or more other accounts or investment companies or
portfolios advised by the Adviser have available funds for investment,
investments suitable and appropriate for each will be allocated in accordance
with a formula believed to be equitable to each entity. The Fund recognizes that
in some cases this procedure may adversely affect the size of the position
obtainable for the Fund. In addition, the Fund understands that the persons
employed by the Adviser to assist in the performance of the Adviser's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of the Adviser or any
affiliate of the Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature, provided that doing
so does not adversely affect the ability of the adviser to perform its services
under this Agreement.

9. Term of Agreement

This Agreement shall continue until April 17, 2000 and thereafter
shall continue automatically for successive annual periods, provided such
continuance is specifically approved at least annually by (a) the Board of
Directors of the Fund or (b) a vote of a "majority" (as defined in the 1940 Act)
of the Fund's outstanding voting securities, provided that in either event the
continuance is also approved by a majority of the Board of Directors who are not
"interested persons" (as defined in said Act) of any party to this Agreement, by
vote cast in person at a meeting called for the purpose of voting on such
approval. This Agreement is terminable, without penalty, on 60 days' written
notice, by the Board of Directors of the Fund or by vote of holders of a
majority of the Fund's shares, or upon 90 days' written notice, by the Adviser.
This Agreement will also terminate automatically in the event of its assignment
(as defined in said Act).

10. Representation by the Fund

The Fund represents that a copy of its Articles of Incorporation,
dated July 24, 1998, together with all amendments thereto, is on file in the
Department of Assessments and Taxation of the State of Maryland.

-4-

<PAGE> 5

11. Miscellaneous

The Fund recognizes that directors, officers and employees of the
Adviser may from time to time serve as directors, trustees, officers and
employees of corporations and business trusts (including other investment
companies) and that such other corporations and trusts may include the name
"Warburg, Pincus" as part of their names, and that the Adviser or its affiliates
may enter into advisory or other agreements with such other corporations and
trusts. If the Adviser ceases to act as the investment adviser of the Fund's
shares, the Fund agrees that, at the Adviser's request, the Fund's license to
use the words "Warburg, Pincus" will terminate and that the Fund will take all
necessary action to change the name of the Fund to names not including the words
"Warburg, Pincus".

[signature page follows]

-5-
<PAGE> 6

Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.

Very truly yours,

WARBURG, PINCUS WORLDPERKS
MONEY MARKET FUND, INC.

By: _______________________

Name: ________________

Title: _______________

Accepted:

WARBURG PINCUS ASSET MANAGEMENT, INC.

By: _______________________
Name: ________________
Title: _______________

-6-

<PAGE> 1
Exhibit 5(b)

SUB-ADVISORY AGREEMENT

AGREEMENT dated as of ____________, 1998 between WARBURG PINCUS ASSET
MANAGEMENT, INC., a Delaware corporation (herein called the "Investment
Advisor") and BLACKROCK INSTITUTIONAL MANAGEMENT CORPORATION, a Delaware
corporation (herein called the "Sub-Advisor").

WHEREAS, the Investment Advisor is the investment advisor to WARBURG,
PINCUS MONEY MARKET FUND, INC. (herein called the "Fund"), an open-end,
diversified, management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Investment Advisor wishes to retain the Sub-Advisor to assist
the Investment Advisor in providing investment advisory services to the Fund;
and

WHEREAS, the Sub-Advisor is willing to provide such services to the
Investment Advisor upon the conditions and for the compensation set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, it is agreed between
the parties hereto as follows:

1. Appointment. The Investment Advisor hereby appoints the Sub-Advisor
its sub-advisor with respect to the Fund as provided for in the Investment
Advisory Agreement between the Investment Advisor and the Fund dated as of
___________, 1998 (such Agreement or the most recent successor advisory
agreement between such parties is herein called the "Advisory Agreement").

The Sub-Advisor accepts such appointment and agrees to render the services
herein set forth for the compensation herein provided.

2. Delivery of Documents. The Investment Advisor shall provide to the
Sub-Advisor copies of the Fund's most recent prospectus and statement of
additional information (including any supplement thereto) which relate to any
class of shares representing interests in the Fund (each such prospectus and
statement of additional information as presently in effect, and as they shall
from time to time be amended and supplemented, is herein respectively called a
"Prospectus" and a "Statement of Additional Information").

3. Sub-Advisory Services to the Fund. Subject to the supervision of the
Investment Advisor, the Sub-Advisor will supervise the day-to-day operations of
the Fund and perform the following services: (i) provide investment research and
credit analysis concerning the Fund's investments, (ii) conduct a continual
program of investment of the Fund's assets, (iii) place

1
<PAGE> 2
orders for all purchases and sales of the investments made for the Fund and (iv)
maintain the books and records required in connection with its duties hereunder.
In addition, the Sub-Advisor will keep the Investment Advisor informed of
developments materially affecting the Fund. The Sub-Advisor will communicate to
the Investment Advisor on each day that a purchase or sale of a security is
effected for the Fund (i) the name of the issuer, (ii) the amount of the
purchase or sale, (iii) the name of the broker or dealer, if any, through which
the purchase or sale will be effected, (iv) the CUSIP number of the security, if
any, and (v) such other information as the Investment Advisor may reasonably
require for purposes of fulfilling its obligations to the Fund under the
Advisory Agreement. The Sub-Advisor will render to the Fund's Board of Directors
such periodic and special reports as the Investment Advisor may reasonably
request. The Sub-Advisor will provide the services rendered by it hereunder in
accordance with the Fund's investment objectives, policies and restrictions as
stated in the Prospectus and Statement of Additional Information.

4. Brokerage. The Sub-Advisor may place orders pursuant to its
investment determinations for the Fund either directly with the issuer or with
any broker or dealer. In placing orders, the Sub-Advisor will consider the
experience and skill of the firm's securities traders as well as the firm's
financial responsibility and administrative efficiency. The Sub-Advisor will
attempt to obtain the best price and the most favorable execution of its orders.
Consistent with these obligations, the Sub-Advisor may, subject to the approval
of the Board of Directors, select brokers on the basis of the research,
statistical and pricing services they provide to the Fund. A commission paid to
such brokers may be higher than that which another qualified broker would have
charged for effecting the same transaction, provided that the Sub-Advisor
determines in good faith that such transaction is reasonable in terms either of
the transaction or the overall responsibility of the Sub-Advisor to the Fund and
its other clients and that the total commissions paid by the Fund will be
reasonable in relation to the benefits to the Fund over the long-term. In no
instance will portfolio securities be purchased from or sold to the Fund's
principal distributor, the Investment Advisor, or any affiliate thereof, except
to the extent permitted by an exemptive order of the Securities and Exchange
Commission or by applicable law.

5. Compliance with Laws; Confidentiality. The Sub-Advisor agrees that
it will comply with all applicable rules and regulations of all federal and
state regulatory agencies having jurisdiction over the Sub-Advisor in
performance of its duties hereunder (herein called the "Rules"). The Sub-Advisor
will treat confidentially and as proprietary information of the Fund all records
and information relative to the Fund, and will not

2
<PAGE> 3
use such records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Sub-Advisor may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.

6. Control by the Fund's Board of Directors. Any recommendations
concerning the Fund's investment program proposed by the Sub-Advisor to the Fund
and the Investment Advisor pursuant to this Agreement, as well as any other
activities undertaken by the Sub-Advisor on behalf of the Fund pursuant thereto,
shall at all times be subject to any applicable directives of the Board of
Directors of the Fund.

7. Services Not Exclusive. The Sub-Advisor's services hereunder are not
deemed to be exclusive, and the Sub-Advisor shall be free to render similar
services to others so long as its services under this Agreement are not impaired
thereby.

8. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Advisor hereby agrees that all records which it
maintains for the Fund are the property of the Fund and further agrees to
surrender promptly to the Fund any such records upon the Fund's request. The
Sub-Advisor further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act, the records required to be maintained by the Sub-Advisor
hereunder pursuant to Rule 31a-1 under the 1940 Act.

9. Expenses. During the term of this Agreement, the Sub-Advisor will
bear all expenses in connection with the performance of its services under this
Agreement. The Sub-Advisor shall not bear certain other expenses related to the
operation of the Fund including, but not limited to: taxes, interest, brokerage
fees and commissions and any extraordinary expense items.

10. Compensation. For the services which the Sub-Advisor will render to
the Investment Advisor under this Agreement, the Investment Advisor will pay to
the Sub-Advisor on the first day of each month, a fee for the previous month
calculated daily, at an annual rate of [.06%] of the Fund's average daily net
assets.

11. Limitation on Liability. The Sub-Advisor will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Investment
Advisor or by the Fund in connection with the matters to which this Agreement
relates,

3
<PAGE> 4
except that it shall be liable to the Investment Advisor and the Fund for a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations or duties under this Agreement.

12. Duration and Termination. This Agreement shall become effective with
respect to the Fund upon approval of this Agreement by vote of a majority of the
outstanding voting securities of the Fund and, unless sooner terminated as
provided herein, shall continue with respect to the Fund until April 17, 2000.
Thereafter, if not terminated, this Agreement shall continue in effect for
successive annual periods ending on April 17th, provided such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Directors of the Fund who are not interested persons of
the Fund or any party to this Agreement, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the Board of Directors of the
Fund or by vote of a majority of the outstanding voting securities of the Fund.
Notwithstanding the foregoing, this Agreement may be terminated at any time,
without the payment of any penalty, by the Fund (by vote of the Board of
Directors of the Fund or by vote of a majority of the outstanding voting
securities of the Fund), or by the Investment Advisor or the Sub-Advisor on
sixty (60) days' written notice. This Agreement will immediately terminate in
the event of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested person" and "assignment" shall
have the same meaning as such terms have in the 1940 Act.)

13. Amendment of this Agreement. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought, and no amendment of this Agreement affecting the Fund
shall be effective until approved by vote of the holders of a majority of the
outstanding voting securities of the Fund.

14. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any provisions
hereof or otherwise affect their construction or effect. If any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by Delaware
law.

4
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.

WARBURG PINCUS ASSET MANAGEMENT, INC.

By: _________________________
Title:

BLACKROCK INSTITUTIONAL
MANAGEMENT CORPORATION

By: _________________________
Title:

<PAGE> 1
DISTRIBUTION AGREEMENT

, 199_

Exhibit 6

Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147

Ladies and Gentlemen:

This is to confirm that, in consideration of the agreements
hereinafter contained, the undersigned, Warburg, Pincus WorldPerks Money Market
Fund, Inc. (the "Fund") has agreed that Counsellors Securities Inc.
("Counsellors Securities") shall be, for the period of this Agreement, the
distributor of shares of common stock of the Fund, par value $.001 per share.
The Fund's classes of common stock shall be designated as in the Fund's Articles
of Incorporation.

1. Services as Distributor

1.1 Counsellors Securities will act as agent for the distribution
of the Common Shares and Advisor Shares covered by the Fund's registration
statement on Form N-1A, under the Securities Act of 1933, as amended (the "1933
Act"), and the Investment Company Act of 1940, as amended (the "1940 Act") (the
registration statement, together with the prospectuses (the "prospectus") and
statement of additional information (the "statement of additional information")
included as part of the registration statement, any amendments to the
registration statement, and any supplements to, or material incorporated by
reference into the prospectus or statement of additional information, being
referred to collectively in this Agreement as the "registration statement").

1.2 Counsellors Securities agrees to use appropriate efforts to
solicit orders for the sale of the Common Shares and Advisor Shares at such
prices and on the terms and conditions set forth in the registration statement
and will undertake such advertising and promotion as it believes is reasonable
in connection with such solicitation.

1.3 All activities by Counsellors Securities as distributor of the
Common Shares and Advisor Shares shall comply with all applicable laws, rules
and regulations, including, without limitation, all rules and regulations made
or adopted by the Securities and Exchange Commission (the "SEC") or by any

<PAGE> 2

securities association registered under the Securities Exchange Act of 1934, as
amended.

1.4 Counsellors Securities agrees to (a) provide one or more
persons during normal business hours to respond to telephone questions
concerning the Fund and its performance, (b) provide prospectuses of other funds
advised by Warburg Pincus Asset Management, Inc. to shareholders considering
exercising the exchange privilege and (c) perform such other services as are
described in the registration statement and in the Shareholder Servicing and
Distribution Plan (with respect to Common Shares, the "12b-1 Plan") and in the
Distribution Plan (with respect to Advisor Shares, the "Distribution Plan"),
each adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act ("Rule
12b-1") to be performed by Counsellors Securities, including, without
limitation, distributing and receiving subscription order forms and receiving
written redemption requests.

1.5 Pursuant to the 12b-1 Plan and the Distribution Plan (each a
"Plan" and together the "Plans"), the Fund will pay Counsellors Securities on
the first business day of each quarter a fee for the previous quarter calculated
at an annual rate of .25% of the average daily net assets of the Common Shares
and Advisor Shares of the Fund as compensation for the services provided by
Counsellors Securities to the Common Shares and Advisor Shares pursuant to this
Agreement. Amounts paid to Counsellors Securities under a Plan may be used by
Counsellors Securities to cover expenses that are primarily intended to result
in, or that are primarily attributable to, (a) the sale of the Common Shares and
Advisor Shares, as set forth in the Plans ("Selling Services"), (b) ongoing
servicing and/or maintenance of the accounts of holders of Common Shares and
Advisor Shares, as set forth in the Plans ("Shareholder Services"), and/or (c)
sub-transfer agency services, subaccounting services or administrative services
with respect to the Common Shares and Advisor Shares, as set forth in the Plans
("Administrative Services" and collectively with Selling Services and
Administrative Services, "Services") including, without limitation, (i) payments
reflecting an allocation of overhead and other office expenses of Counsellors
Securities related to providing Services; (ii) payments made to, and
reimbursement of expenses of, persons who provide support services in connection
with the distribution of the Common Shares and Advisor Shares including, but not
limited to, office space and equipment, telephone facilities, answering routine
inquiries regarding the Fund, and providing any other Shareholder Services;
(iii) payments made to compensate selected dealers or other authorized persons
for providing any Services; (iv) costs relating to the formulation and
implementation of marketing and promotional activities for the Common Shares and
Advisor Shares, including, but not limited to, direct mail promotions and
television, radio,

-2-
<PAGE> 3
newspaper, magazine and other mass media advertising, and related travel and
entertainment expenses; (v) costs of printing and distributing prospectuses,
statements of additional information and reports of the Fund to prospective
holders of Common Shares and Advisor Shares; (vi) costs involved in obtaining
whatever information, analyses and reports with respect to marketing and
promotional activities for the Common Shares or Advisor Shares that the Fund
may, from time to time, deem advisable; and (vii) costs and expenses relating to
the Fund's participation in the Northwest Worldperks(TM) program.

1.6 Counsellors Securities acknowledges that, whenever in the
judgment of the Fund's officers such action is warranted for any reason,
including, without limitation, market, economic or political conditions, those
officers may decline to accept any orders for, or make any sales of, the Common
Shares or Advisor Shares until such time as those officers deem it advisable to
accept such orders and to make such sales.

1.7 Counsellors Securities will act only on its own behalf as
principal should it choose to enter into selling agreements with selected
dealers or others.

1.8 Counsellors Securities will transmit any orders received by it
for purchase or redemption of the Common Shares and Advisor Shares to State
Street Bank and Trust Company ("State Street"), the Fund's transfer and dividend
disbursing agent, or its successor of which Counsellors Securities is notified
in writing. The Fund will promptly advise Counsellors Securities of the
determination to cease accepting orders or selling Common Shares or Advisor
Shares or to recommence accepting orders or selling Common Shares or Advisor
Shares. The Fund (or its agent) will confirm orders for Common Shares and
Advisor Shares placed through Counsellors Securities upon their receipt, or in
accordance with any exemptive order of the SEC, and will make appropriate book
entries pursuant to the instructions of Counsellors Securities. Counsellors
Securities agrees to cause payment for Common Shares and Advisor Shares and
instructions as to book entries to be delivered promptly to the Fund (or its
agent).

1.9 The outstanding Common Shares and Advisor Shares are subject
to redemption as set forth in the prospectus. The price to be paid to redeem the
Common Shares and Advisor Shares will be determined as set forth in the
prospectus.

1.10 Counsellors Securities will prepare and deliver reports to the
Treasurer of the Fund on a regular, at least quarterly, basis, showing the
distribution expenses incurred pursuant to this Agreement, the 12b-1 Plan and
the Distribution Plan adopted by the Fund pursuant to Rule 12b-1 and the
purposes

-3-
<PAGE> 4
therefor, as well as any supplemental reports as the Directors from time to time
may reasonably request.

2. Duties of the Fund

2.1 The Fund agrees at its own expense to execute any and all
documents, to furnish any and all information and to take any other actions that
may be reasonably necessary in connection with the sale of Common Shares and
Advisor Shares in those states that Counsellors Securities may designate.

2.2 The Fund shall furnish from time to time, for use in
connection with the sale of the Common Shares and Advisor Shares, such
informational reports with respect to the Fund and the Common Shares and Advisor
Shares as Counsellors Securities may reasonably request, all of which shall be
signed by one or more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such reports, when so signed by
one or more of the Fund's officers, shall be true and correct. The Fund shall
also furnish Counsellors Securities upon request with: (a) annual audits of the
Fund's books and accounts made by independent public accountants regularly
retained by the Fund, (b) semiannual unaudited financial statements pertaining
to the Fund, (c) quarterly earnings statements prepared by the Fund, (d) a
monthly itemized list of the securities held by the Fund, (e) monthly balance
sheets as soon as practicable after the end of each month and (f) from time to
time such additional information regarding the Fund's financial condition as
Counsellors Securities may reasonably request.

3. Representations and Warranties

The Fund represents to Counsellors Securities that all registration
statements, prospectuses and statements of additional information filed by the
Fund with the SEC under the 1933 Act and the 1940 Act with respect to the Common
Shares and/or Advisor Shares have been carefully prepared in conformity with the
requirements of the 1933 Act, the 1940 Act and the rules and regulations of the
SEC thereunder. As used in this Agreement the terms "registration statement",
"prospectus" and "statement of additional information" shall mean any
registration statement, prospectus and statement of additional information filed
by the Fund with respect to the Common Shares and/or Advisor Shares with the SEC
and any amendments and supplements thereto which at any time shall have been
filed with the SEC. The Fund represents and warrants to Counsellors Securities
that any registration statement with respect to the Common Shares and/or Advisor
Shares, or prospectus and statement of additional information contained therein,
when such registration statement becomes effective, will include all statements
required to be contained

-4-
<PAGE> 5
therein in conformity with the 1933 Act, the 1940 Act and the rules and
regulations of the SEC; that all statements of fact contained in any
registration statement with respect to the Common Shares and/or Advisor Shares,
prospectus or statement of additional information will be true and correct when
such registration statement becomes effective; and that neither any registration
statement nor any prospectus or statement of additional information with respect
to the Common Shares and/or Advisor Shares when such registration statement
becomes effective will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading to a purchaser of the Common Shares and/or
Advisor Shares. Counsellors Securities may, but shall not be obligated to,
propose from time to time such amendment or amendments to any registration
statement and such supplement or supplements to any prospectus or statement of
additional information as, in the light of future developments, may, in the
opinion of Counsellors Securities' counsel, be necessary or advisable. If the
Fund shall not propose such amendment or amendments and/or supplement or
supplements within fifteen (15) days after receipt by the Fund of a written
request from Counsellors Securities to do so, Counsellors Securities may, at its
option, terminate this Agreement. The Fund shall not file any amendment to any
registration statement or supplement to any prospectus or statement of
additional information without giving Counsellors Securities reasonable notice
thereof in advance; provided, however, that nothing contained in this Agreement
shall in any way limit the Fund's right to file at any time such amendments to
any registration statement and/or supplements to any prospectus or statement of
additional information with respect to the Common Shares and/or Advisor Shares,
of whatever character, as the Fund may deem advisable, such right being in all
respects absolute and unconditional.

4. Indemnification

4.1 The Fund agrees to indemnify, defend and hold Counsellors
Securities, its several officers and directors, and any person who controls
Counsellors Securities within the meaning of Section 15 of the 1933 Act, free
and harmless from and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such claims, demands
or liabilities and any counsel fees incurred in connection therewith) which
Counsellors Securities, its officers and directors, or any such controlling
person, may incur under the 1933 Act, the 1940 Act or common law or otherwise,
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any registration statement, any prospectus or any
statement of additional information with respect to the Common Shares and/or
Advisor Shares, or arising out of or based upon any omission or alleged omission
to state a

-5-
<PAGE> 6
material fact required to be stated in any registration statement, any
prospectus or any statement of additional information with respect to the Common
Shares and/or Advisor Shares, or necessary to make the statements in any of them
not misleading; provided, however, that the Fund's agreement to indemnify
Counsellors Securities, its officers or directors, and any such controlling
person shall not be deemed to cover any claims, demands, liabilities or expenses
arising out of or based upon any statements or representations made by
Counsellors Securities or its representatives or agents other than such
statements and representations as are contained in any registration statement,
prospectus or statement of additional information with respect to the Common
Shares and/or Advisor Shares and in such financial and other statements as are
furnished to Counsellors Securities pursuant to paragraph 2.2 hereof; and
further provided that the Fund's agreement to indemnify Counsellors Securities
and the Fund's representations and warranties hereinbefore set forth in
paragraph 3 shall not be deemed to cover any liability to the Fund or its
shareholders to which Counsellors Securities would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties, or by reason of Counsellors Securities' reckless disregard of its
obligations and duties under this Agreement. The Fund's agreement to indemnify
Counsellors Securities, its officers and directors, and any such controlling
person, as aforesaid, is expressly conditioned upon the Fund's being notified of
any action brought against Counsellors Securities, its officers or directors, or
any such controlling person, such notification to be given by letter or by
telegram addressed to the Fund at its principal office in New York, New York and
sent to the Fund by the person against whom such action is brought, within ten
(10) days after the summons or other first legal process shall have been served.
The failure to so notify the Fund of any such action shall not relieve the Fund
from any liability that the Fund may have to the person against whom such action
is brought by reason of any such untrue or alleged untrue statement or omission
or alleged omission otherwise than on account of the Fund's indemnity agreement
contained in this paragraph 4.1. The Fund's indemnification agreement contained
in this paragraph 4.1 and the Fund's representations and warranties in this
Agreement shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of Counsellors Securities, its officers and
directors, or any controlling person, and shall survive the delivery of any of
the Fund's shares. This agreement of indemnity will inure exclusively to
Counsellors Securities' benefit, to the benefit of its several officers and
directors, and their respective estates, and to the benefit of the controlling
persons and their successors. The Fund agrees to notify Counsellors Securities
promptly of the commencement of any

-6-
<PAGE> 7
litigation or proceedings against the Fund or any of its officers or directors
in connection with the issuance and sale of any of the Common Shares and/or
Advisor Shares.

4.2 Counsellors Securities agrees to indemnify, defend and hold
the Fund, its several officers and directors, and any person who controls the
Fund within the meaning of Section 15 of the 1933 Act, free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
costs of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) that the Fund, its officers or
directors or any such controlling person may incur under the 1933 Act, the 1940
Act or common law or otherwise, but only to the extent that such liability or
expense incurred by the Fund, its officers or directors or such controlling
person resulting from such claims or demands shall arise out of or be based upon
(a) any unauthorized sales literature, advertisements, information, statements
or representations or (b) any untrue or alleged untrue statement of a material
fact contained in information furnished in writing by Counsellors Securities to
the Fund specifically for use in the registration statement and used in the
answers to any of the items of the registration statement or in the
corresponding statements made in the prospectus or statement of additional
information, or shall arise out of or be based upon any omission or alleged
omission to state a material fact in connection with such information furnished
in writing by Counsellors Securities to the Fund and required to be stated in
such answers or necessary to make such information not misleading. Counsellors
Securities' agreement to indemnify the Fund, its officers and directors, and any
such controlling person, as aforesaid, is expressly conditioned upon Counsellors
Securities' being notified of any action brought against the Fund, its officers
or directors, or any such controlling person, such notification to be given by
letter or telegram addressed to Counsellors Securities at its principal office
in New York, New York and sent to Counsellors Securities by the person against
whom such action is brought, within ten (10) days after the summons or other
first legal process shall have been served. The failure to so notify Counsellors
Securities of any such action shall not relieve Counsellors Securities from any
liability that Counsellors Securities may have to the Fund, its officers or
directors, or to such controlling person by reason of any such untrue or alleged
untrue statement or omission or alleged omission otherwise than on account of
Counsellors Securities' indemnity agreement contained in this paragraph 4.2.
Counsellors Securities agrees to notify the Fund promptly of the commencement of
any litigation or proceedings against Counsellors Securities or any of its
officers or directors in connection with the issuance and sale of any of the
Common Shares and/or Advisor Shares.

-7-
<PAGE> 8
4.3 In case any action shall be brought against any indemnified
party under paragraph 4.1 or 4.2, and it shall timely notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate in, and, to the extent that it shall wish to do so, to assume the
defense thereof with counsel satisfactory to such indemnified party. If the
indemnifying party opts to assume the defense of such action, the indemnifying
party will not be liable to the indemnified party for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than (a) reasonable costs of investigation or the
furnishing of documents or witnesses and (b) all reasonable fees and expenses of
separate counsel to such indemnified party if (i) the indemnifying party and the
indemnified party shall have agreed to the retention of such counsel or (ii) the
indemnified party shall have concluded reasonably that representation of the
indemnifying party and the indemnified party by the same counsel would be
inappropriate due to actual or potential differing interests between them in the
conduct of the defense of such action.

5. Effectiveness of Registration

None of the Common Shares or Advisor Shares shall be offered by
either Counsellors Securities or the Fund under any of the provisions of this
Agreement and no orders for the purchase or sale of the Common Shares or Advisor
Shares shall be accepted by the Fund if and so long as the effectiveness of the
registration statement shall be suspended under any of the provisions of the
1933 Act or if and so long as the prospectus is not on file with the SEC;
provided, however, that nothing contained in this paragraph 5 shall in any way
restrict or have an application to or bearing upon the Fund's obligation to
repurchase its shares from any shareholder in accordance with the provisions of
the prospectus or statement of additional information.

6. Notice to Counsellors Securities

The Fund agrees to advise Counsellors Securities immediately in
writing:

(a) of any request by the SEC for amendments to the
registration statement, prospectus or statement of additional information
then in effect with respect to the Common Shares and/or Advisor Shares or
for additional information;

(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the registration statement, prospectus or
statement of

-8-
<PAGE> 9
additional information then in effect with respect to the Common Shares
and/or Advisor Shares or the initiation of any proceeding for that
purpose;

(c) of the happening of any event that makes untrue any
statement of a material fact made in the registration statement,
prospectus or statement of additional information then in effect with
respect to the Common Shares and/or Advisor Shares or that requires the
making of a change in such registration statement, prospectus or statement
of additional information in order to make the statements therein not
misleading; and

(d) of all actions of the SEC with respect to any amendment to
any registration statement, prospectus or statement of additional
information with respect to the Common Shares or Advisor Shares which may
from time to time be filed with the SEC.

7. Term of Agreement

This Agreement shall continue until April 17, 2000 with respect to
each of the Common Shares and Advisor Shares, and thereafter shall continue
automatically for successive annual periods ending on April 17th of each year,
provided such continuance is specifically approved at least annually by (a) a
vote of a majority of the Fund's Board of Directors or (b) a vote of a majority
(as defined in the 1940 Act) of each of the outstanding Common Shares and
Advisor Shares, respectively, provided that the continuance is also approved by
a vote of a majority of the Fund's Directors who are not interested persons (as
defined in the 1940 Act) of the Fund and who have no direct or indirect
financial interest in the operation of the 12b-1 Plan or the Distribution Plan,
in this Agreement or in any agreement related to the 12b-1 Plan or Distribution
Plan ("Qualified Directors"), by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable with respect to
the Common Shares or the Advisor Shares without penalty (a) on sixty (60) days'
written notice, by a vote of a majority of the Fund's Qualified Directors or by
vote of a majority (as defined in the 1940 Act) of the outstanding Common Shares
or Advisor Shares, as applicable, or (b) on ninety (90) days' written notice by
Counsellors Securities. This Agreement will also terminate automatically in the
event of its assignment (as defined in the 1940 Act).

8. Amendments

This Agreement may not be amended to increase materially the amount
of the fee with respect to the Common Shares described in Section 1.5 above
without approval of at

-9-
<PAGE> 10
least a majority (as defined in the 1940 Act) of the outstanding Common Shares.
In addition, all material amendments to this Agreement must be approved by vote
of the Fund's Board of Directors, and by a vote of a majority of the Qualified
Directors, cast in person at a meeting called for the purpose of voting on the
approval.

[signature page follows]

-10-
<PAGE> 11
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.

Very truly yours,

WARBURG, PINCUS WORLDPERKS MONEY
MARKET FUND, INC.

By:____________________________________
Name: ______________________________
Title: _____________________________

Accepted:

COUNSELLORS SECURITIES INC.

By:________________________
Name: _____________________
Title: ____________________

-11-

<PAGE> 1
Exhibit 8

FORM OF AGREEMENT

CUSTODIAN SERVICES AGREEMENT TERMS AND CONDITIONS

This Agreement is made as of __________, 1998 by and between PNC BANK,
NATIONAL ASSOCIATION, a national banking association, and WARBURG, PINCUS MONEY
MARKET FUND, a Maryland corporation (the "Fund").

The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Fund wishes to
retain PNC Bank to provide custodian services, and PNC Bank wishes to furnish
custodian services, either directly or through an affiliate or affiliates, as
more fully described herein.

In consideration of the premises and mutual covenants herein contained,
the parties agree as follows:

1. Definitions.

(a) "Authorized Person". The term "Authorized Person" shall mean
any officer of the Fund and any other person, who is duly authorized by the
Fund's Governing Board, to give Oral and Written Instructions on behalf of the
Fund. Such persons are listed in the Certificate attached hereto as the
Authorized Persons Appendix as such appendix may be amended in writing by the
Fund's Governing Board from time to time.

(b) "Book-Entry System". The term "Book-Entry System" means
Federal Reserve Treasury book-entry system for United States and federal agency
securities, its successor or successors, and its nominee or nominees and any
book-entry system maintained by an exchange registered with the SEC under the
1934 Act.

(d) "Governing Board". The term "Governing Board" shall mean the
Fund's Board of Directors if the Fund is a corporation or the Fund's Board of
Trustees if the Fund is a trust, or, where duly authorized, a competent
committee thereof.

(e) "Oral Instructions". The term "Oral Instructions" shall mean
oral instructions received by PNC Bank from an Authorized Person or from a
person reasonably believed by PNC Bank to be an Authorized Person.

(f) "PNC Bank". The term "PNC Bank" shall mean PNC Bank, National
Association or a subsidiary or affiliate of PNC Bank, National Association.

(g) "SEC". The term "SEC" shall mean the Securities and Exchange
Commission.

(h) "Securities and Commodities Laws". The term shall mean the
"1933 Act", the Securities Act of 1933, as amended, the "1934 Act", the
Securities Exchange Act of 1934, as amended, the "1940 Act", and the "CEA", the
Commodities Exchange Act, as amended.

(i) "Shares". The term "Shares" shall mean the shares of stock of
any series or class of the Fund, or, where appropriate, units of beneficial
interest in a trust where the Fund is organized as a Trust.

(j) "Property". The term "Property" shall mean:

(i) any and all securities and other investment items which
the Fund may from time to time deposit, or cause to be
deposited, with PNC Bank or which PNC Bank may from time
to time hold for the Fund;

(ii) All income in respect of any of such securities or other
investment items;

2
<PAGE> 3
(iii) all proceeds of the sale of any of such securities or
investment items; and

(iv) all proceeds of the sale of securities issued by the
Fund, which are received by PNC Bank from time to time,
from or on behalf of the Fund.

(k) "Written Instructions". The term "Written Instructions" shall
mean written instructions signed by two Authorized Persons and received by PNC
Bank. The instructions may be delivered by hand, mail, tested telegram, cable,
telex or facsimile sending device.

2. Appointment. The Fund hereby appoints PNC Bank to provide custodian
services, and PNC Bank accepts such appointment and agrees to furnish such
services.

3. Delivery of Documents. The Fund has provided or, where applicable,
will provide PNC Bank with the following:

(a) certified or authenticated copies of the resolutions of the
Fund's Governing Board, approving the appointment of PNC Bank
or its affiliates to provide services;

(b) a copy of the Fund's most recent effective registration
statement;

(d) a copy of the Fund's distribution agreement or agreements;

(e) a copy of the Fund's administration agreements if PFPC is not
providing the Fund with such services;

(f) copies of any shareholder servicing agreements made in respect
of the Fund; and

(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.

4. Compliance with Government Rules and Regulations.

3
<PAGE> 4
PNC Bank undertakes to comply with all applicable requirements of the
Securities and Commodities Laws, and any laws, rules and regulations of
governmental authorities having jurisdiction with respect to all duties to be
performed by PNC Bank hereunder. Except as specifically set forth herein, PNC
Bank assumes no responsibility for such compliance by the Fund.

5. Instructions. Unless otherwise provided in this Agreement, PNC Bank
shall act only upon Oral and Written Instructions. PNC Bank shall be entitled to
rely upon any Oral and Written Instructions it receives from an Authorized
Person (or from a person reasonably believed by PNC Bank to be an Authorized
Person) pursuant to this Agreement. PNC Bank may assume that any Oral or Written
Instructions received hereunder are not in any way inconsistent with the
provisions of organizational documents of the Fund or of any vote, resolution or
proceeding of the Fund's Governing Board or of the Fund's shareholders.

The Fund agrees to forward to PNC Bank Written Instructions confirming
Oral Instructions so that PNC Bank receives the Written Instructions by the
close of business on the same day that such Oral Instructions are received. The
fact that such confirming Written Instructions are not received by PNC Bank
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions.

The Fund further agrees that PNC Bank shall incur no liability to the Fund
in acting upon Oral or Written Instructions provided such instructions
reasonably appear to have been received from an Authorized Person.

6. Right to Receive Advice.

4
<PAGE> 5
(a) Advice of the Fund. If PNC Bank is in doubt as to any action
it should or should not take, PNC Bank may request directions or advice,
including Oral or Written Instructions, from the Fund.

(b) Advice of Counsel. If PNC Bank shall be in doubt as to any
questions of law pertaining to any action it should or should not take, PNC Bank
may request advice at its own cost from such counsel of its own choosing (who
may be counsel for the Fund, the Fund's advisor or PNC Bank, at the option of
PNC Bank).

(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral or Written Instructions PNC Bank receives from the
Fund, and the advice it receives from counsel, PNC Bank shall be entitled to
rely upon and follow the advice of counsel.

(d) Protection of PNC Bank. PNC Bank shall be protected in any
action it takes or does not take in reliance upon directions, advice or Oral or
Written Instructions it receives from the Fund or from counsel and which PNC
Bank believes, in good faith, to be consistent with those directions, advice or
Oral or Written Instructions.

Nothing in this paragraph shall be construed so as to impose an obligation
upon PNC Bank (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
or Written Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PNC Bank's properly taking or not taking
such action.

7. Records. The books and records pertaining to the Fund, which are in
the possession of PNC Bank, shall be the property of the Fund. Such books and
records shall be

5
<PAGE> 6
prepared and maintained as required by the 1940 Act and other applicable
securities laws, rules and regulations. The Fund, or the Fund's authorized
representatives, shall have access to such books and records at all times during
PNC Bank's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by PNC Bank to the Fund
or to an authorized representative of the Fund, at the Fund's expense.

8. Confidentiality. PNC Bank agrees to keep confidential all records of
the Fund and information relative to the Fund and its Shareholders (past,
present and potential), unless the release of such records or information is
otherwise consented to, in writing, by the Fund. The Fund further agrees that,
should PNC Bank be required to provide such information or records to duly
constituted authorities (who may institute civil or criminal contempt
proceedings for failure to comply), PNC Bank shall not be required to seek the
Fund's consent prior to disclosing such information; provided that PNC Bank
gives the Fund prior written notice of the provision of such information and
records.

9. Cooperation with Accountants. PNC Bank shall cooperate with the
Fund's independent public accountants and shall take all reasonable action in
the performance of its obligations under this Agreement to ensure that the
necessary information is made available to such accountants for the expression
of their opinion, as required by the Fund.

10. Disaster Recovery. PNC Bank shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. In the event of equipment failures,
PNC Bank shall, at no additional expense to the Fund, take

6
<PAGE> 7
reasonable steps to minimize service interruptions but shall have no liability
with respect thereto.

11. Compensation. As compensation for custody services rendered by PNC
Bank during the term of this Agreement, the Fund will pay to PNC Bank a fee or
fees as may be agreed to in writing from time to time by the Fund and PNC Bank.

12. Indemnification. The Fund agrees to indemnify and hold harmless PNC
Bank and its nominees from all taxes, charges, expenses, assessment, claims and
liabilities (including, without limitation, liabilities arising under the
Securities and Commodities Laws, and any state and foreign securities and blue
sky laws, and amendments thereto, and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from any
action which PNC Bank takes or does not take (i) at the request or on the
direction of or in reliance on the advice of the Fund or (ii) upon Oral or
Written Instructions. Neither PNC Bank, nor any of its nominees, shall be
indemnified against any liability to the Fund or to its shareholders (or any
expenses incident to such liability) arising out of PNC Bank's or its nominees'
own willful misfeasance, bad faith, gross negligence or reckless disregard of
its duties and obligations under this Agreement or PNC Bank's own grossly
negligent failure to perform its duties under this Agreement.

13. Responsibility of PNC Bank. PNC Bank shall be under no duty to take
any action on behalf of the Fund except as specifically set forth herein or as
may be specifically agreed to by PNC Bank, in writing. PNC Bank shall be
obligated to exercise care and diligence in the performance of its duties
hereunder, to act in good faith and to use its best efforts, within reasonable
limits, in performing services provided for under this Agreement. PNC Bank shall
be

7
<PAGE> 8
responsible for its own or its nominees' own willful misfeasance, bad faith,
gross negligence or reckless disregard of its duties and obligations under this
Agreement or PNC Bank's own grossly negligent failure to perform its duties
under this Agreement.

Without limiting the generality of the foregoing or of any other provision
of this Agreement, PNC Bank, in connection with its duties under this Agreement,
shall not be under any duty or obligation to inquire into and shall not be
liable for (a) the validity or invalidity or authority or lack thereof of any
Oral or Written Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, and which PNC Bank reasonably
believes to be genuine; or (b) delays or errors or loss of data occurring by
reason of circumstances beyond PNC Bank's control, including acts of civil or
military authority, national emergencies, fire, flood or catastrophe, acts of
God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply.

Notwithstanding anything in this Agreement to the contrary, PNC Bank shall
have no liability to the Fund for any consequential, special or indirect losses
or damages which the Fund may incur or suffer by or as a consequence of PNC
Bank's performance of the services provided hereunder, whether or not the
likelihood of such losses or damages was known by PNC Bank.

14. Description of Services.

(a) Delivery of the Property. Notwithstanding anything in this
Agreement to the contrary, PNC Bank shall be the custodian of all securities,
cash and other property of the Fund received by it for the account of the Fund,
including cash received as a result of the distribution of its Shares, during
the period that is set forth in this Agreement. PNC Bank will

8
<PAGE> 9
not be responsible for such property until actual receipt.

(b) Receipt and Disbursement of Money. PNC Bank, acting upon
Written Instructions, shall open and maintain separate
account(s) in the Fund's name using all cash received from or
for the account of the Fund, subject to the terms of this
Agreement. In addition, upon Written Instructions, PNC Bank
shall open separate custodial accounts for each separate
series, portfolio or class of the Fund and shall hold in such
account(s) all cash received from or for the accounts of the
Fund specifically designated to each separate series,
portfolio or class. PNC Bank shall make cash payments from or
for the account of the Fund only for:

(i) purchases of securities in the name of the Fund or
PNC Bank or PNC Bank's nominee as provided in
sub-paragraph j and for which PNC Bank has
received a copy of the broker's or dealer's
confirmation or payee's invoice, as appropriate;

(ii) purchase or redemption of Shares of the Fund
delivered to PNC Bank;

(iii) payment of, subject to Written Instructions,
interest, taxes, administration, accounting,
distribution, advisory, management fees or similar
expenses which are to be borne by the Fund;

(iv) payment to, subject to receipt of Written
Instructions, the Fund's transfer agent, as agent
for the shareholders, an amount equal to the
amount of dividends and distributions stated in
the Written Instructions to be distributed in cash
by the transfer agent to shareholders, or, in lieu
of paying the Fund's transfer agent, PNC Bank may
arrange for the direct payment of cash dividends
and distributions to shareholders in accordance
with procedures mutually agreed upon from time to
time by and among the Fund, PNC Bank and the
Fund's transfer agent.

(v) payments, upon receipt Written Instructions, in
connection with the conversion, exchange or
surrender of securities owned or subscribed to by
the Fund and held by or delivered to PNC Bank;

9
<PAGE> 10
(vi) payments of the amounts of dividends received with
respect to securities sold short;

(vii) payments made to a sub-custodian pursuant to
provisions in sub-paragraph c of this Paragraph
14; and

(viii) payments, upon Written Instructions made for
other proper Fund purposes.

PNC Bank is hereby authorized to endorse and collect all checks, drafts or
other orders for the payment of money received as custodian for the account of
the Fund.

(i) PNC Bank shall hold all securities received by it for
the account of the Fund in a separate account that
physically segregates such securities from those of any
other persons, firms or corporations, except for
securities held in a Book-Entry System. All such
securities shall be held or disposed of only upon
Written Instructions of the Fund pursuant to the terms
of this Agreement. PNC Bank shall have no power or
authority to assign, hypothecate, pledge or otherwise
dispose of any such securities or investment, except
upon the express terms of this Agreement and upon
Written Instructions, accompanied by a certified
resolution of the Fund's Governing Board, authorizing
the transaction. In no case may any member of the Fund's
Governing Board, or any officer, employee or agent of
the Fund withdraw any securities.

At PNC Bank's own expense and for its own convenience,
PNC Bank may enter into sub-custodian agreements with
other United States banks or trust companies to perform
duties described in this sub-paragraph c. Such bank or
trust company shall have an aggregate capital, surplus
and undivided profits, according to its last published
report, of at least one million dollars ($1,000,000), if
it is a subsidiary or affiliate of PNC Bank, or at least
twenty million dollars ($20,000,000) if such bank or
trust company is not

10
<PAGE> 11
a subsidiary or affiliate of PNC Bank. In addition, such
bank or trust company must be qualified to act as
custodian and agree to comply with the relevant
provisions of the 1940 Act and other applicable rules
and regulations. Any such arrangement will not be
entered into without prior written notice to the Fund.

PNC Bank shall remain responsible for the performance of
all of its duties as described in this Agreement and
shall hold the Fund harmless from its own acts or
omissions, under the standards of care provided for
herein, or the acts and omissions of any sub-custodian
chosen by PNC Bank under the terms of this sub-
paragraph c.

(d) Transactions Requiring Instructions. Upon receipt of
Oral or Written Instructions and not otherwise, PNC
Bank, directly or through the use of the Book-Entry
System, shall, with respect to securities held
hereunder:

(i) deliver any securities held for the Fund against
the receipt of payment for the sale of such
securities;

(ii) execute and deliver to such persons as may be
designated in such Oral or Written Instructions,
proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as
owner of any securities may be exercised;

(iii) deliver any securities to the issuer thereof, or
its agent, when such securities are called,
redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to PNC Bank;

(iv) deliver any securities held for the Fund against
receipt of other securities or cash issued or paid
in connection with the liquidation,
reorganization, refinancing, tender offer, merger,
consolidation or recapitalization of any
corporation, or the exercise of any conversion
privilege;

(v) deliver any securities held for the Fund to any
protective committee, reorganization committee or
other person in connection with the
reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets
of any corporation, and receive and hold under the
terms of this Agreement such certificates of

11
<PAGE> 12
deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such
delivery;

(vi) make such transfer or exchanges of the assets of
the Fund and take such other steps as shall be
stated in said Oral or Written Instructions to be
for the purpose of effectuating a duly authorized
plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund;

(vii) release securities belonging to the Fund to any
bank or trust company for the purpose of a pledge
or hypothecation to secure any loan incurred by
the Fund; provided, however, that securities shall
be released only upon payment to PNC Bank of the
monies borrowed, except that in cases where
additional collateral is required to secure a
borrowing already made subject to proper prior
authorization, further securities may be released
for that purpose; and repay such loan upon
redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of the
note or notes evidencing the loan;

(viii) release and deliver securities owned by the Fund
in connection with any repurchase agreement
entered into on behalf of the Fund, but only on
receipt of payment therefor; and pay out moneys of
the Fund in connection with such repurchase
agreements, but only upon the delivery of the
securities;

(ix) release and deliver or exchange securities owned
by the Fund in connection with any conversion of
such securities, pursuant to their terms, into
other securities;

(x) release and deliver securities owned by the fund
for the purpose of redeeming in kind shares of the
Fund upon delivery thereof to PNC Bank; and

(xi) release and deliver or exchange securities owned
by the Fund for other corporate purposes.

PNC Bank must also receive a certified resolution
describing the nature of the corporate purpose and
the name and address of the person(s) to whom
delivery shall be made when such action is
pursuant to sub-paragraph d.

12
<PAGE> 13
(e) Use of Book-Entry System. The Fund shall deliver to PNC
Bank certified resolutions of the Fund's Governing Board approving, authorizing
and instructing PNC Bank on a continuous and on-going basis, to deposit in the
Book-Entry System all securities belonging to the Fund eligible for deposit
therein and to utilize the Book-Entry System to the extent possible in
connection with settlements of purchases and sales of securities by the Fund,
and deliveries and returns of securities loaned, subject to repurchase
agreements or used as collateral in connection with borrowings. PNC Bank shall
continue to perform such duties until it receives Written or Oral Instructions
authorizing contrary actions(s). To administer the Book-Entry System properly,
the following provisions shall apply:

(i) With respect to securities of the Fund which are
maintained in the Book-Entry system, established
pursuant to this sub-paragraph e hereof, the
records of PNC Bank shall identify by Book-Entry
or otherwise those securities belonging to the
Fund. PNC Bank shall furnish the Fund a detailed
statement of the Property held for the Fund under
this Agreement at least monthly and from time to
time and upon written request.

(ii) Securities and any cash of the Fund deposited in
the Book-Entry System will at all times be
segregated from any assets and cash controlled by
PNC Bank in other than a fiduciary or custodian
capacity but may be commingled with other assets
held in such capacities. PNC Bank and its
sub-custodian, if any, will pay out money only
upon receipt of securities and will deliver
securities only upon the receipt of money.

(iii) All books and records maintained by PNC Bank which
relate to the Fund's participation in the
Book-Entry System will at all times during PNC
Bank's regular business hours be open to the
inspection of the Fund's duly authorized employees
or agents, and the Fund will be furnished with all
information in respect of the services rendered to
it as it may require.

(iv) PNC Bank will provide the Fund with copies of any
report

13
<PAGE> 14
obtained by PNC Bank on the system of internal
accounting control of the Book-Entry System
promptly after receipt of such a report by PNC
Bank.

PNC Bank will also provide the Fund with such reports on its own system of
internal control as the Fund may reasonably request from time to time.

(f) Registration of Securities. All Securities held for the Fund
which are issued or issuable only in bearer form, except such securities held in
the Book-Entry System, shall be held by PNC Bank in bearer form; all other
securities held for the Fund may be registered in the name of the Fund; PNC
Bank; the Book-Entry System; a sub-custodian; or any duly appointed nominee(s)
of the Fund, PNC Bank, Book-Entry system or sub-custodian. The Fund reserves the
right to instruct PNC Bank as to the method of registration and safekeeping of
the securities of the Fund. The Fund agrees to furnish to PNC Bank appropriate
instruments to enable PNC Bank to hold or deliver in proper form for transfer,
or to register its registered nominee or in the name of the Book-Entry System,
any securities which it may hold for the account of the Fund and which may from
time to time be registered in the name of the Fund. PNC Bank shall hold all such
securities which are not held in the Book-Entry System in a separate account for
the Fund in the name of the Fund physically segregated at all times from those
of any other person or persons.

(g) Voting and Other Action. Neither PNC Bank nor its nominee
shall vote any of the securities held pursuant to this Agreement by or for the
account of the Fund, except in accordance with Written Instructions. PNC Bank,
directly or through the use of the Book-Entry System, shall execute in blank and
promptly deliver all notice, proxies, and proxy soliciting

14
<PAGE> 15
materials to the registered holder of such securities. If the registered holder
is not the Fund then Written or Oral Instructions must designate the person(s)
who owns such securities.

(h) Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, PNC Bank is authorized to take the following
actions:

(i) Collection of Income and Other Payments.

(A) collect and receive for the account of the Fund,
all income, dividends, distributions, coupons,
option premiums, other payments and similar items,
included or to be included in the Property, and,
in addition, promptly advise the Fund of such
receipt and credit such income, as collected, to
the Fund's custodian account;

(B) endorse and deposit for collection, in the name of
the Fund, checks, drafts, or other orders for the
payment of money;

(C) receive and hold for the account of the Fund all
securities received as a distribution on the
Fund's portfolio securities as a result of a stock
dividend, share split-up or reorganization,
recapitalization, readjustment or other
rearrangement or distribution of rights or similar
securities issued with respect to any portfolio
securities belonging to the Fund held by PNC Bank
hereunder;

(D) present for payment and collect the amount payable
upon all securities which may mature or be called,
redeemed, or retired, or otherwise become payable
on the date such securities become payable; and

(E) take any action which may be necessary and proper
in connection with the collection and receipt of
such income and other payments and the endorsement
for collection of checks, drafts, and other
negotiable instruments.

(ii) Miscellaneous Transactions.

(A) PNC Bank is authorized to deliver or cause to be
delivered

15
<PAGE> 16
Property against payment or other consideration or
written receipt therefor in the following cases:

(1) for examination by a broker or dealer
selling for the account of the Fund in
accordance with street delivery custom;

(2) for the exchange of interim receipts or
temporary securities for definitive
securities; and

(3) for transfer of securities into the name of
the Fund or PNC Bank or nominee of either,
or for exchange of securities for a
different number of bonds, certificates, or
other evidence, representing the same
aggregate face amount or number of units
bearing the same interest rate, maturity
date and call provisions, if any; provided
that, in any such case, the new securities
are to be delivered to PNC Bank.

(B) Unless and until PNC Bank receives Oral or Written
Instructions to the contrary, PNC Bank shall:

(1) pay all income items held by it which call
for payment upon presentation and hold the
cash received by it upon such payment for
the account of the Fund;

(2) collect interest and cash dividends
received, with notice to the Fund, to the
account of the Fund;

(3) hold for the account of the Fund all stock
dividends, rights and similar securities
issued with respect to any securities held
by us; and

(4) execute as agent on behalf of the Fund all
necessary ownership certificates required by
the Internal Revenue Code or the Income Tax
Regulations of the United States Treasury
Department or under the laws of any State
now or hereafter in effect, inserting the
Fund's name on such certificate as the owner
of the securities covered thereby, to the
extent it may lawfully do so.

16
<PAGE> 17
(i) Segregated Accounts.

(i) PNC Bank shall upon receipt of Written or Oral
Instructions establish and maintain a segregated
accounts(s) on its records for and on behalf of the
Fund. Such account(s) may be used to transfer cash and
securities, including securities in the Book-Entry
System:

(A) for the purposes of compliance by the Fund with
the procedures required by a securities or option
exchange, providing such procedures comply with
the 1940 Act and any releases of the SEC relating
to the maintenance of segregated accounts by
registered investment companies; and

(B) Upon receipt of Written Instructions, for other
proper corporate purposes.

(ii) PNC Bank shall arrange for the establishment of IRA
custodian accounts for such shareholders holding shares
through IRA accounts, in accordance with the Prospectus,
the Internal Revenue Code (including regulations), and
with such other procedures as are mutually agreed upon
from time to time by and among the Fund, PNC Bank and
the Fund's transfer agent.

(j) Purchases of Securities. PNC Bank shall settle purchased
securities upon receipt of Oral or Written Instructions from
the fund or its investment advisor(s) that specify:

(i) the name of the issuer and the title of the securities,
including CUSIP number if applicable;

(ii) the number of shares or the principal amount purchased
and accrued interest, if any;

(iii) the date of purchase and settlement;

(iv) the purchase price per unit;

(v) the total amount payable upon such purchase; and

(vi) the name of the person from whom or the broker through
whom the purchase was made. PNC Bank shall upon receipt
of securities

17
<PAGE> 18
purchased by or for the Fund pay out of the moneys held
for the account of the Fund the total amount payable to
the person from whom or the broker through whom the
purchase was made, provided that the same conforms to
the total amount payable as set forth in such Oral or
Written Instructions.

(k) Sales of Securities. PNC Bank shall sell securities upon
receipt of Oral Instructions from the Fund that specify:

(i) the name of the issuer and the title of the security,
including CUSIP number if applicable;

(ii) the number of shares or principal amount sold, and
accrued interest, if any;

(iii) the date of trade, settlement and sale;

(iv) the sale price per unit;

(v) the total amount payable to the Fund upon such sale;

(vi) the name of the broker through whom or the person to
whom the sale was made; and

(vii) the location to which the security must be delivered and
delivery deadline, if any.

PNC Bank shall deliver the securities upon receipt of the total amount
payable to the Fund upon such sale, provided that the total amount payable is
the same as was set forth in the Oral or Written Instructions. Subject to the
foregoing, PNC Bank may accept payment in such form as shall be satisfactory to
it, and may deliver securities and arrange for payment in accordance with the
customs prevailing among dealers in securities.

(l) Reports.

(i) PNC Bank shall furnish the Fund the following reports:

(A) such periodic and special reports as the Fund may

18
<PAGE> 19
reasonably request;

(B) a monthly statement summarizing all transactions and
entries for the account of the Fund, listing the
portfolio securities belonging to the fund with the
adjusted average cost of each issue and the market value
at the end of such month, and stating the cash account
of the Fund including disbursement;

(D) such other information as may be agreed upon from time
to time between the Fund and PNC Bank.

(ii) PNC Bank shall transmit promptly to the Fund any proxy
statement, proxy material, notice of a call or conversion or
similar communication received by it as custodian of the
Property. PNC Bank shall be under no other obligation to
inform the Fund as to such actions or events.

(m) Collections. All collections of monies or other property in respect,
or which are to become part, of the Property (but not the safekeeping thereof
upon receipt by PNC Bank) shall be at the sole risk of the Fund. If payment is
not received by PNC Bank within a reasonable time after proper demands have been
made, PNC Bank shall notify the Fund in writing, including copies of all demand
letters, any written responses, memoranda of all oral responses and to
telephonic demands thereto, and await instructions from the Fund. PNC Bank shall
not be obliged to take legal action for collection unless and until reasonably
indemnified to its satisfaction. PNC Bank shall also notify the Fund as soon as
reasonably practicable whenever income due on securities is not collected in due
course.

19
<PAGE> 20
15. Duration and Termination. This Agreement shall continue until
terminated by the Fund or by PNC Bank on sixty (60) days' prior written notice
to the other party. In the event this Agreement is terminated (pending
appointment of a successor to PNC Bank or vote of the shareholders of the Fund
to dissolve or to function without a custodian of its cash, securities or other
property), PNC Bank shall not deliver cash, securities or other property of the
Fund to the Fund. It may deliver them to a bank or trust company of PNC Bank's,
having an aggregate capital, surplus and undivided profits, as shown by its last
published report, of not less than twenty million dollars ($20,000,000), as a
custodian for the Fund to be held under terms similar to those of this
Agreement. PNC Bank shall not be required to make any such delivery or payment
until full payment shall have been made to PNC Bank of all of its fees,
compensation, costs and expenses. PNC Bank shall have a security interest in and
shall have a right of setoff against Property in the Fund's possession as
security for the payment of such fees, compensation, costs and expenses.

16. Notices. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notice shall be addressed (a) if to PNC Bank at PNC
Bank's address, Airport Business Center, International Court 2, 200 Stevens
Drive, Philadelphia, Pennsylvania 19113, marked for the attention of the
Custodian Services Department (or its successor) (b) if to the Fund, at the
address of the Fund; or (c) if to neither of the foregoing, at such other
address as shall have been notified to the sender of any such Notice or other
communication. If notice is sent by confirming telegram, cable, telex or
facsimile sending device, it shall be deemed to have been given

20
<PAGE> 21
immediately. If notice is sent by first-class mail, it shall be deemed to have
been given five days after it has been mailed. If notice is sent by messenger,
it shall be deemed to have been given on the day it is delivered.

17. Amendments. This Agreement, or any term hereof, may be changed or
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.

18. Delegation. PNC Bank may assign its rights and delegate its duties
hereunder to any wholly-owned direct or indirect subsidiary of PNC Bank,
National Association or PNC Bank Corp., provided that (i) PNC Bank gives the
Fund thirty (30) days prior written notice; (ii) the delegate agrees with PNC
Bank to comply with all relevant provisions of the 1940 Act; and (iii) PNC Bank
and such delegate promptly provide such information as the Fund may request, and
respond to such questions as the Fund may ask, relative to the delegation,
including (without limitation) the capabilities of the delegate.

19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

20. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.

21. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one more separate

21
<PAGE> 22
documents their agreement, if any, with respect to delegated and/or Oral
Instructions.

The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.

This Agreement shall be deemed to be a contract made in Pennsylvania and
governed by Pennsylvania law. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.

PNC BANK, NATIONAL ASSOCIATION

By:

Title:

WARBURG, PINCUS MONEY MARKET FUND

By:

Title:

22
<PAGE> 23
AUTHORIZED PERSONS APPENDIX

NAME (TYPE) SIGNATURE

<PAGE> 1
Exhibit 9(a)

TRANSFER AGENCY AND SERVICE AGREEMENT

between

WARBURG, PINCUS WORLDPERKS MONEY MARKET FUND, INC.

and

STATE STREET BANK AND TRUST COMPANY

1A - Domestic/Corporation
<PAGE> 2
TABLE OF CONTENTS

Page

1. Terms of Appointment; Duties of the Bank.................1

2. Fees and Expenses........................................3

3. Representations and Warranties of the Bank...............3

4. Representations and Warranties of the Fund...............4

5. Wire Transfer Operating Guidelines.......................4

6. Data Access and Proprietary Information..................6

7. Indemnification..........................................7

8. Standard of Care.........................................8

9. Year 2000................................................8

10. Confidentiality..........................................9

11. Covenants of the Fund and the Bank.......................9

12. Termination of Agreement................................10

13. Assignment..............................................10

14. Amendment...............................................10

15. Massachusetts Law to Apply..............................10

16. Force Majeure...........................................11

17. Consequential Damages...................................11

18. Merger of Agreement.....................................11

19. Counterparts............................................11

20. Reproduction of Documents...............................11
<PAGE> 3

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the day of , 1998, by and between WARBURG, PINCUS
WORLDPERKS MONEY MARKET FUND, INC. , a Maryland corporation, having its
principal office and place of business at 466 Lexington Avenue, New York, New
York 10017 (the "Fund"), and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company having its principal office and place of business at
225 Franklin Street, Boston, Massachusetts 02110 (the "Bank").

WHEREAS, the Fund desires to appoint the Bank as its transfer agent, dividend
disbursing agent, custodian of certain retirement plans and agent in connection
with certain other activities, and the Bank desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:

l. Terms of Appointment; Duties of the Bank

1.1 Subject to the terms and conditions set forth in this Agreement, the Fund
hereby employs and appoints the Bank to act as, and the Bank agrees to act
as its transfer agent for the Fund's authorized and issued shares of its
common stock, $ par value, ("Shares"), dividend disbursing agent,
custodian of certain retirement plans and agent in connection with any
accumulation, open-account or similar plans provided to the shareholders
of the Fund ("Shareholders") and set out in the currently effective
prospectus and statement of additional information ("prospectus") of the
Fund, including without limitation any periodic investment plan or
periodic withdrawal program.

1.2 The Bank agrees that it will perform the following services:

(a) In accordance with procedures established from time to time by
agreement between the Fund and the Bank, the Bank shall:

(i) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof
to the Custodian of the Fund authorized pursuant to the
Articles of Incorporation of the Fund (the "Custodian");

(ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;

(iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof
to the Custodian;
<PAGE> 4
(iv) In respect to the transactions in items (i), (ii) and (iii)
above, the Bank shall execute transactions directly with
broker-dealers authorized by the Fund;

(v) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over
or cause to be paid over in the appropriate manner such monies
as instructed by the redeeming Shareholders;

(vi) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;

(vii) Prepare and transmit payments for dividends and distributions
declared by the Fund;

(viii) Issue replacement certificates for those certificates alleged
to have been lost, stolen or destroyed upon receipt by the
Bank of indemnification satisfactory to the Bank and
protecting the Bank and the Fund, and the Bank at its option,
may issue replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such
indemnity;

(ix) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing and

(x) Record the issuance of shares of the Fund and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number
of shares of the Fund which are authorized, based upon data
provided to it by the Fund, and issued and outstanding. The
Bank shall also provide the Fund on a regular basis with the
total number of shares which are authorized and issued and
outstanding and shall have no obligation, when recording the
issuance of shares, to monitor the issuance of such shares or
to take cognizance of any laws relating to the issue or sale
of such shares, which functions shall be the sole
responsibility of the Fund.

(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall: (i)
perform the customary services of a transfer agent, dividend
disbursing agent, custodian of certain retirement plans and, as
relevant, agent in connection with accumulation, open-account or
similar plans (including without limitation any periodic investment
plan or periodic withdrawal program), including but not limited to:
maintaining all Shareholder accounts, preparing Shareholder meeting
lists, mailing Shareholder proxies, Shareholder reports and
prospectuses to current Shareholders, withholding taxes on U.S.
resident and non-resident alien accounts, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms required
with respect to dividends and distributions by federal authorities
for all Shareholders, preparing and mailing confirmation forms and
statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements

2
<PAGE> 5
for Shareholders, and providing Shareholder account information and
(ii) provide a system which will enable the Fund to monitor the
total number of Shares sold in each State.

(c) In addition, the Fund shall (i) identify to the Bank in writing
those transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the establishment of
transactions for each State on the system prior to activation and
thereafter monitor the daily activity for each State. The
responsibility of the Bank for the Fund's blue sky State
registration status is solely limited to the initial establishment
of transactions subject to blue sky compliance by the Fund and the
reporting of such transactions to the Fund as provided above.

(d) Procedures as to who shall provide certain of these services in
Section 1 may be established from time to time by agreement between
the Fund and the Bank per the attached service responsibility
schedule. The Bank may at times perform only a portion of these
services and the Fund or its agent may perform these services on the
Fund's behalf.

(e) The Bank shall provide additional services on behalf of the Fund
(e.g., escheatment services) which may be agreed upon in writing
between the Fund and the Bank.

2. Fees and Expenses

2.1 For the performance by the Bank pursuant to this Agreement, the Fund
agrees to pay the Bank an annual maintenance fee for each Shareholder
account as set out in the initial fee schedule attached hereto. Such fees
and out-of-pocket expenses and advances identified under Section 2.2 below
may be changed from time to time subject to mutual written agreement
between the Fund and the Bank.

2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees to
reimburse the Bank for out-of-pocket expenses, including but not limited
to confirmation production, postage, forms, telephone, microfilm,
microfiche, mailing and tabulating proxies, records storage, or advances
incurred by the Bank for the items set out in the fee schedule attached
hereto. In addition, any other expenses incurred by the Bank at the
request or with the consent of the Fund, will be reimbursed by the Fund.

2.3 The Fund agrees to pay all fees and reimbursable expenses within five days
following the receipt of the respective billing notice. Postage for
mailing of dividends, proxies, Fund reports and other mailings to all
shareholder accounts shall be advanced to the Bank by the Fund at least
seven (7) days prior to the mailing date of such materials.

3. Representations and Warranties of the Bank

The Bank represents and warrants to the Fund that:

3.1 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.

3
<PAGE> 6
3.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.

3.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.

3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.

3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.

4. Representations and Warranties of the Fund

The Fund represents and warrants to the Bank that:

4.1 It is a corporation duly organized and existing and in good standing under
the laws of.

4.2 It is empowered under applicable laws and by its Articles of Incorporation
and By-Laws to enter into and perform this Agreement.

4.3 All corporate proceedings required by said Articles of Incorporation and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.

4.4 It is an open-end and diversified management investment company registered
under the Investment Company Act of 1940, as amended.

4.5 A registration statement under the Securities Act of 1933, as amended is
currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with
respect to all Shares of the Fund being offered for sale.

5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial
Code

5.1 The Bank is authorized to promptly debit the appropriate Fund account(s)
upon the receipt of a payment order in compliance with the selected
security procedure (the "Security Procedure") chosen for funds transfer
and in the amount of money that the Bank has been instructed to transfer.
The Bank shall execute payment orders in compliance with the Security
Procedure and with the Fund instructions on the execution date provided
that such payment order is received by the customary deadline for
processing such a request, unless the payment order specifies a later
time. All payment orders and communications received after this the
customary deadline will be deemed to have been received the next business
day.

5.2 The Fund acknowledges that the Security Procedure it has designated on the
Fund Selection Form was selected by the Fund from security procedures
offered by the Bank. The Fund shall restrict access to confidential
information relating to the Security Procedure to authorized persons as
communicated to the Bank in writing. The Fund

4
<PAGE> 7
must notify the Bank immediately if it has reason to believe unauthorized
persons may have obtained access to such information or of any change in
the Fund's authorized personnel. The Bank shall verify the authenticity of
all Fund instructions according to the Security Procedure.

5.3 The Bank shall process all payment orders on the basis of the account
number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number,
the account number shall take precedence and govern.

5.4 The Bank reserves the right to decline to process or delay the processing
of a payment order which (a) is in excess of the collected balance in the
account to be charged at the time of the Bank's receipt of such payment
order; (b) if initiating such payment order would cause the Bank, in the
Bank's sole judgement, to exceed any volume, aggregate dollar, network,
time, credit or similar limits which are applicable to the Bank; or (c) if
the Bank, in good faith, is unable to satisfy itself that the transaction
has been properly authorized.

5.5 The Bank shall use reasonable efforts to act on all authorized requests to
cancel or amend payment orders received in compliance with the Security
Procedure provided that such requests are received in a timely manner
affording the Bank reasonable opportunity to act. However, the Bank
assumes no liability if the request for amendment or cancellation cannot
be satisfied.

5.6 The Bank shall assume no responsibility for failure to detect any
erroneous payment order provided that the Bank complies with the payment
order instructions as received and the Bank complies with the Security
Procedure. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.

5.7 The Bank shall assume no responsibility for lost interest with respect to
the refundable amount of any unauthorized payment order, unless the Bank
is notified of the unauthorized payment order within thirty (30) days of
notification by the Bank of the acceptance of such payment order. In no
event (including failure to execute a payment order) shall the Bank be
liable for special, indirect or consequential damages, even if advised of
the possibility of such damages.

5.8 When the Fund initiates or receives Automated Clearing House credit and
debit entries pursuant to these guidelines and the rules of the National
Automated Clearing House Association and the New England Clearing House
Association, the Bank will act as an Originating Depository Financial
Institution and/or receiving depository Financial Institution, as the case
may be, with respect to such entries. Credits given by the Bank with
respect to an ACH credit entry are provisional until the Bank receives
final settlement for such entry from the Federal Reserve Bank. If the Bank
does not receive such final settlement, the Fund agrees that the Bank
shall receive a refund of the amount credited to the Fund in connection
with such entry, and the party making payment to the Fund via such entry
shall not be deemed to have paid the amount of the entry.

5
<PAGE> 8
5.9 Confirmation of Bank's execution of payment orders shall ordinarily be
provided within twenty four (24) hours notice of which may be delivered
through the Bank's proprietary information systems, or by facsimile or
call-back. Fund must report any objections to the execution of an order
within thirty (30) days.

6. Data Access and Proprietary Information

6.1 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Bank as part of the Fund's ability to
access certain Fund-related data ("Customer Data") maintained by the Bank
on data bases under the control and ownership of the Bank or other third
party ("Data Access Services") constitute copyrighted, trade secret, or
other proprietary information (collectively, "Proprietary Information") of
substantial value to the Bank or other third party. In no event shall
Proprietary Information be deemed Customer Data. The Fund agrees to treat
all Proprietary Information as proprietary to the Bank and further agrees
that it shall not divulge any Proprietary Information to any person or
organization except as may be provided hereunder. Without limiting the
foregoing, the Fund agrees for itself and its employees and agents:

(a) to access Customer Data solely from locations as may be designated
in writing by the Bank and solely in accordance with the Bank's
applicable user documentation;

(b) to refrain from copying or duplicating in any way the Proprietary
Information;

(c) to refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently
obtained, to inform in a timely manner of such fact and dispose of
such information in accordance with the Bank's instructions;

(d) to refrain from causing or allowing the data acquired hereunder from
being retransmitted to any other computer facility or other
location, except with the prior written consent of the Bank;

(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;

(f) to honor all reasonable written requests made by the Bank to protect
at the Bank's expense the rights of the Bank in Proprietary
Information at common law, under federal copyright law and under
other federal or state law.

Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 6. The obligations of this Section shall
survive any earlier termination of this Agreement.

6.2 If the Fund notifies the Bank that any of the Data Access Services do not
operate in material compliance with the most recently issued user
documentation for such services, the Bank shall endeavor in a timely
manner to correct such failure. Organizations from which the Bank may
obtain certain data included in the Data Access Services are solely

6
<PAGE> 9
responsible for the contents of such data and the Fund agrees to make no
claim against the Bank arising out of the contents of such third-party
data, including, but not limited to, the accuracy thereof. DATA ACCESS
SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE
BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED
HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.3 If the transactions available to the Fund include the ability to originate
electronic instructions to the Bank in order to (i) effect the transfer or
movement of cash or Shares or (ii) transmit Shareholder information or
other information, then in such event the Bank shall be entitled to rely
on the validity and authenticity of such instruction without undertaking
any further inquiry as long as such instruction is undertaken in
conformity with security procedures established by the Bank from time to
time.

7. Indemnification

7.1 The Bank shall not be responsible for, and the Fund shall indemnify and
hold the Bank harmless from and against, any and all losses, damages,
costs, charges, counsel fees, payments, expenses and liability arising out
of or attributable to:

(a) all actions of the Bank or its agent or subcontractors required to
be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct;

(b) the Fund's lack of good faith, negligence or willful misconduct
which arise out of the breach of any representation or warranty of
the Fund hereunder;

(c) the reliance on or use by the Bank or its agents or subcontractors
of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have
been prepared, maintained or performed by the Fund or any other
person or firm on behalf of the Fund including but not limited to
any previous transfer agent or registrar;

(d) the reliance on, or the carrying out by the Bank or its agents or
subcontractors of any instructions or requests of the Fund;

(e) the offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be
registered or in violation of any stop order or other determination
or ruling by any federal or any state agency with respect to the
offer or sale of such Shares;

(f) the negotiations and processing of checks made payable to
prospective or existing Shareholders tendered to the Bank for the
purchase of Shares, such checks are commonly known as "third party
checks"; and

7
<PAGE> 10
(g) upon the Fund's request entering into any agreements required by the
National Securities Clearing Corporation (the "NSCC") required by
the NSCC for the transmission of Fund or Shareholder data through
the NSCC clearing systems.

7.2 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the Bank
under this Agreement, and the Bank and its agents or subcontractors shall
not be liable and shall be indemnified by the Fund for any action taken or
omitted by it in reliance upon such instructions or upon the opinion of
such counsel. The Bank, its agents and subcontractors shall be protected
and indemnified in acting upon any paper or document, reasonably believed
to be genuine and to have been signed by the proper person or persons, or
upon any instruction, information, data, records or documents provided the
Bank or its agents or subcontractors by machine readable input, telex, CRT
data entry or other similar means authorized by the Fund, and shall not be
held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Fund. The Bank, its agents and
subcontractors shall also be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper manual
or facsimile signatures of the officers of the Fund, and the proper
countersignature of any former transfer agent or former registrar, or of a
co-transfer agent or co-registrar.

7.3 In order that the indemnification provisions contained in this Section 6
shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Bank, the Bank shall promptly notify the Fund of
such assertion, and shall keep the Fund advised with respect to all
developments concerning such claim. The Fund shall have the option to
participate with the Bank in the defense of such claim or to defend
against said claim in its own name or in the name of the Bank. The Bank
shall in no case confess any claim or make any compromise in any case in
which the Fund may be required to indemnify the Bank except with the
Fund's prior written consent.

8. Standard of Care

The Bank shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall
not be liable for loss or damage due to errors unless said errors are
caused by its negligence, bad faith, or willful misconduct or that of its
employees.

9. Year 2000

The Bank will take reasonable steps to ensure that its products (and those
of its third-party suppliers) reflect the available technology to offer
products that are Year 2000 ready, including, but not limited to, century
recognition of dates, calculations that correctly compute same century and
multi century formulas and date values, and interface values that reflect
the date issues arising between now and the next one-hundred years, and if
any changes are required, the Bank will make the changes to its products
at a price to be agreed upon by the parties and in a commercially
reasonable time frame and will require third-party suppliers to do
likewise.

8
<PAGE> 11
10. Confidentiality

10.1 The Bank and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement
shall remain confidential, and shall not be voluntarily disclosed to any
other person, except as may be required by law.

10.2 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, the Bank will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the Shareholder
records to such person.

11. Covenants of the Fund and the Bank

11.1 The Fund shall promptly furnish to the Bank the following:

(a) A certified copy of the resolution of the Board of Directors of the
Fund authorizing the appointment of the Bank and the execution and
delivery of this Agreement.

(b) A copy of the Articles of Incorporation and By-Laws of the Fund and
all amendments thereto.

11.2 The Bank hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Fund for safekeeping of stock certificates,
check forms and facsimile signature imprinting devices, if any; and for
the preparation or use, and for keeping account of, such certificates,
forms and devices.

11.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Fund Act of 1940, as amended, and
the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the
Bank hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and Rules,
and will be surrendered promptly to the Fund on and in accordance with its
request.

11.4 In the event that any requests or demands are made for the inspection of
the Shareholder records of the Company, other than request for records of
Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), the Bank will
endeavor to notify the Company and to secure instructions from an
authorized officer of the Company as to such inspection. The Bank
expressly reserves the right, however, to exhibit the Shareholder records
to any person whenever it is advised by counsel that it may be held liable
for the failure to exhibit the Shareholder records to such person.

12. Termination of Agreement

9
<PAGE> 12
12.1 This Agreement may be terminated by either party upon one hundred twenty
(120) days written notice to the other.

12.2 Should the Fund exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be
borne by the Fund. Additionally, the Bank reserves the right to charge for
any other reasonable expenses associated with such termination and a
charge equivalent to the average of three (3) months' fees.

13. Assignment

13.1 Except as provided in Section 13.3 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the written consent of the other party.

13.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.

13.3 The Bank may, without further consent on the part of the Fund, subcontract
for the performance hereof with (i) Boston Financial Data Services, Inc.,
a Massachusetts corporation ("BFDS") which is duly registered as a
transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange
Act of 1934, as amended ("Section 17A(c)(2)"), (ii) a BFDS subsidiary duly
registered as a transfer agent pursuant to Section 17A(c)(2) or (iii) a
BFDS affiliate; provided, however, that the Bank shall be as fully
responsible to the Fund for the acts and omissions of any subcontractor as
it is for its own acts and omissions.

14. Amendment

This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Board of
Directors of the Fund.

15. Massachusetts Law to Apply

This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of
Massachusetts.

16. Force Majeure

In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to
perform or otherwise from such causes.

17. Consequential Damages

10
<PAGE> 13
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.

18. Merger of Agreement

This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.

19. Counterparts

This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.

20. Reproduction of Documents

This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties
hereto each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not
such reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.

11
<PAGE> 14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.

WARBURG, PINCUS WORLDPERKS MONEY
MARKET FUND, INC.

BY: __________________________________

ATTEST:

______________________________

STATE STREET BANK AND TRUST
COMPANY

BY: ___________________________________
Executive Vice President

ATTEST:

______________________________
<PAGE> 15
STATE STREET BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*

Service Performed Responsibility
--------------------
Bank Fund

1. Receives orders for the purchase X X
of Shares.

2. Issue Shares and hold Shares in X X
Shareholders accounts.

3. Receive redemption requests. X

4. Effect transactions 1-3 above X
directly with broker-dealers.

5. Pay over monies to redeeming X
Shareholders.

6. Effect transfers of Shares. X

7. Prepare and transmit dividends X
and distributions.

8. Issue Replacement Certificates. X

9. Reporting of abandoned property. X X

10. Maintain records of account. X

11. Maintain and keep a current and X
accurate control book for each
issue of securities.

12. Mail proxies. X

13. Mail Shareholder reports. X X

14. Mail prospectuses to current X X
Shareholders.

15. Withhold taxes on U.S. resident X
and non-resident alien accounts.
<PAGE> 16
Service Performed Responsibility
--------------------
Bank Fund

16. Prepare and file U.S. Treasury X
Department forms.

17. Prepare and mail account and X X
confirmation statements for
Shareholders.

18. Provide Shareholder account X
information.

19. Blue sky reporting. X X

* Such services are more fully described in Section 1.2(a), (b) and (c) of
the Agreement.

WARBURG, PINCUS WORLDPERKS MONEY
MARKETS FUND, INC.

BY:________________________________

ATTEST:

__________________________________

STATE STREET BANK AND TRUST COMPANY

BY:________________________________
Executive Vice President

ATTEST:

__________________________________

<PAGE> 1
Exhibit 9(b)

CO-ADMINISTRATION AGREEMENT

_________ ___, 1998

Credit Suisse Asset Management, Ltd.
Beaufort House
15 St. Botolph Street
GB-London EC3A 7JJ

Dear Sirs:

Warburg, Pincus Money Market Fund, Inc. (the "Fund"), a corporation
organized and existing under the laws of the State of Maryland, confirms its
agreement with Credit Suisse Asset Management, Ltd. ("Credit Suisse") as
follows:

1. Investment Description; Appointment

The Fund desires to employ its capital by investing and reinvesting
in investments of the kind and in accordance with the limitations specified in
its Articles of Incorporation, as amended from time to time (the "Articles"), in
its By-laws, as amended from time to time (the "By-laws"), in the Fund's
prospectus (the "Prospectus") and Statement of Additional Information (the
"Statement of Additional Information") as in effect from time to time, and in
such manner and to the extent as may from time to time be approved by the Board
of Directors of the Fund. Copies of the Prospectus, Statement of Additional
Information and the Articles and By-laws have been submitted to Credit Suisse.
The Fund employs Warburg Pincus Asset Management, Inc. (the "Adviser") as its
investment adviser and desires to employ and hereby appoints Credit Suisse as
its co-administrator. Credit Suisse accepts this appointment and agrees to
furnish the services for the compensation set forth below.

2. Services as Co-Administrator

Subject to the supervision and direction of the Board of Directors
of the Fund, Credit Suisse will:

(a) assist in supervising all aspects of the Fund's operations,
except those performed by other parties pursuant to written agreements with the
Fund;

(b) provide various shareholder liaison services including, but
not limited to, responding to inquiries of shareholders regarding the Fund,
providing information on
<PAGE> 2
shareholder investments, assisting shareholders of the
Fund in changing dividend options, account designations and addresses, and other
similar services;

(c) provide certain administrative services including, but not
limited to, providing periodic statements showing the account balance of a Fund
shareholder and integrating the statements with those of other transactions and
balances in the shareholder's other accounts serviced by the Fund's custodian or
transfer agent;

(d) supply the Fund with office facilities (which may be Credit
Suisse's own offices), data processing services, clerical, internal executive
and administrative services, and stationery and office supplies;

(e) furnish corporate secretarial services, including assisting in
the preparation of materials for Board of Directors' meetings and distributing
those materials and preparing minutes of meetings of the Fund's Board of
Directors and any committees thereof and of the Fund's shareholders;

(f) coordinate the preparation of reports to the Fund's
shareholders of record and filings with the Securities and Exchange Commission
(the "SEC") including, but not limited to, proxy statements; annual, semi-annual
and quarterly reports to shareholders; and post-effective amendments to the
Fund's Registration Statement on Form N-1A (the "Registration Statement");

(g) assist in the preparation of the Fund's tax returns and assist
in other regulatory filings as necessary;

(h) assist the Adviser, at the Adviser's request, in monitoring
and developing compliance procedures for the Fund which will include, among
other matters, procedures to assist the Adviser in monitoring compliance with
the Fund's investment objective, policies, restrictions, tax matters and
applicable laws and regulations; and

(i) act as liaison between the Fund and the Fund's independent
public accountants, counsel, custodian or custodians, transfer agent and
co-administrator and take all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to each of them.

In performing all services under this Agreement, Credit Suisse shall
act in conformity with applicable law, the Articles and By-laws, and the
investment objective, investment policies and other practices and policies set
forth in the Registration

-2-
<PAGE> 3
Statement, as such Registration Statement and practices and policies may be
amended from time to time.

3. Compensation

In consideration of services rendered pursuant to this Agreement,
the Fund will pay Credit Suisse on the first business day of each month a fee
for the previous month at an annual rate of .10% of the Fund's average daily net
assets. The fee for the period from the date the Fund commences its investment
operations to the end of the month during which the Fund commences its
investment operations shall be prorated according to the proportion that such
period bears to the full monthly period. Upon any termination of this Agreement
before the end of any month, the fee for such part of a month shall be prorated
according to the proportion which such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement. For the
purpose of determining fees payable to Credit Suisse, fees shall be calculated
monthly and the value of the Fund's net assets shall be computed at the times
and in the manner specified in the Prospectus and Statement of Additional
Information as from time to time in effect.

4. Expenses

Credit Suisse will bear all expenses in connection with the
performance of its services under this Agreement; provided, however, that the
Fund will reimburse Credit Suisse for the out-of-pocket expenses incurred by it
on behalf of the Fund. Such reimbursable expenses shall include, but not be
limited to, postage, telephone, telex and FedEx charges. Credit Suisse will bill
the Fund as soon as practicable after the end of each calendar month for the
expenses it is entitled to have reimbursed.

The Fund will bear certain other expenses to be incurred in its
operation, including: taxes, interest, brokerage fees and commissions, if any;
fees of Directors of the Fund who are not officers, directors, or employees of
the Adviser or Credit Suisse; SEC fees and state blue sky qualification fees;
charges of custodians and transfer and dividend disbursing agents; certain
insurance premiums; outside auditing and legal expenses; costs of maintenance of
corporate existence; except as otherwise provided herein, costs attributable to
investor services, including without limitation, telephone and personnel
expenses; costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to existing
shareholders; costs of shareholders' reports and meetings, and meetings of the
officers of the Board of Directors of the Fund; costs of any pricing services;
and any extraordinary expenses.

-3-
<PAGE> 4
5. Standard of Care

Credit Suisse shall exercise its best judgment in rendering the
services listed in paragraph 2 above. Credit Suisse shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates provided that
nothing in this Agreement shall be deemed to protect or purport to protect
Credit Suisse against liability to the Fund or its shareholders to which Credit
Suisse would otherwise be subject by reason of willful misfeasance, bad faith or
negligence on its part in the performance of its duties or by reason of Credit
Suisse's reckless disregard of its obligations and duties under this Agreement.

6. Term of Agreement

This Agreement shall become effective as of the date the Fund
commences its investment operations and shall continue until April 17, 2000 and
shall continue automatically (unless terminated as provided herein) for
successive annual periods ending on April 17th of each year, provided that such
continuance is specifically approved at least annually by the Board of Directors
of the Fund, including a majority of the Board of Directors who are not
"interested persons" (as defined in the Investment Company Act of 1940, as
amended) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This Agreement is terminable,
without penalty, on sixty (60) days' written notice, by the Board of Directors
of the Fund or by vote of holders of a majority of the Fund's shares, or upon
sixty (60) days' written notice, by Credit Suisse.

7. Service to Other Companies or Accounts

The Fund understands that Credit Suisse now acts, will continue to
act and may act in the future as administrator, co-administrator or
administrative services agent to one or more other investment companies, and the
Fund has no objection to Credit Suisse's so acting. The Fund understands that
the persons employed by Credit Suisse to assist in the performance of Credit
Suisse's duties hereunder will not devote their full time to such service and
nothing contained in this Agreement shall be deemed to limit or restrict the
right of Credit Suisse or any affiliate of Credit Suisse to engage in and devote
time and attention to other businesses or to render services of whatever kind or
nature.

[signature page follows]

-4-
<PAGE> 5
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning to us the enclosed copy
hereof.

Very truly yours,

WARBURG, PINCUS MONEY
MARKET FUND, INC.

By: _______________________
Name: __________________
Title: _________________

Accepted:

CREDIT SUISSE ASSET MANAGEMENT, LTD.

By: ______________________
Name: ____________________
Title: ___________________

-5-

<PAGE> 1
EXHIBIT 9(c)

CO-ADMINISTRATION AGREEMENT
TERMS AND CONDITIONS

This Agreement is made as of ____________ ___, 1998 by and between
Warburg, Pincus WorldPerks Money Market Fund, Inc. (the "Fund"), a Maryland
corporation, and PFPC Inc. ("PFPC"), a Delaware corporation, which is an
indirect, wholly owned subsidiary of PNC Bank Corp.

The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Fund wishes to
retain PFPC to provide certain administration and accounting services, and PFPC
wishes to furnish such services.

In consideration of the promises and mutual covenants herein
contained, the parties agree as follows:

1. Definitions.

(a) "Authorized Person." The term "Authorized Person" shall mean
any officer of the Fund and any other person, who is duly authorized by the
Fund's Board of Directors, to give Oral and Written Instructions on behalf of
the Fund. Such persons are listed in the Certificate attached hereto as the
Authorized Persons Appendix to each Services Attachment to this Agreement. If
PFPC provides more than one service hereunder, the Fund's designation of
Authorized Persons may vary by service

(b) "Board of Directors." The term "Board of Directors" shall mean
the Fund's Board of Directors or, where duly authorized, a competent committee
thereof.

(d) "Oral Instructions." The term "Oral Instructions" shall mean
oral instructions received by PFPC from an Authorized Person or from a person
reasonably believed by PFPC to be an Authorized Person.

(e) "PNC." The term "PNC" shall mean PNC Bank or a subsidiary or
affiliate of PNC Bank.

(f) "SEC." The term "SEC" shall mean the Securities and Exchange
Commission.
<PAGE> 2
(g) "Securities and Commodities Laws." The terms the "1933 Act"
shall mean the Securities Act of 1933, as amended, the "1934 Act" shall mean the
Securities Exchange Act of 1934, as amended, the "1940 Act" shall mean the
Investment Company Act 1940, as amended, and the "CEA" shall mean the
Commodities Exchange Act, as amended.

(h) "Services." The term "Services" shall mean the service
provided to the Fund by PFPC.

(i) "Shares." The term "Shares" shall mean the shares of any class
of common stock, par value $.001 per share, of the Fund.

(j) "Property." The term "Property" shall mean:

(i) any and all securities and other investment items which
the Fund may from time to time deposit, or cause to be
deposited, with PNC or which PNC may from time to time
hold for the Fund;

(ii) all income in respect of any of such securities or other
investment items;

(iii) all proceeds of the sale of any of such securities or
investment items; and

(iv) all proceeds of the sale of securities issued by the
Fund, which are received by PNC from time to time, from
or on behalf of the Fund.

(k) "Written Instructions." The term "Written Instructions" shall
mean written instructions signed by two Authorized Persons and received by PFPC.
The instructions may be delivered by hand, mail, tested telegram, cable, telex
or facsimile sending device.

2. Appointment.

The Fund hereby appoints PFPC to provide administration and
accounting services, in accordance with the terms set forth in this Agreement.
PFPC accepts such appointment and agrees to furnish such services.

2
<PAGE> 3
3. Delivery of Documents.

The Fund has provided or, where applicable, will provide PFPC with
the following:

(a) certified or authenticated copies of the resolutions of the
Board of Directors, approving the appointment of PNC or its
affiliates to provide services to the Fund;

(b) a copy of the Fund's most recent effective registration
statement;

(d) a copy of the Fund's distribution agreements;

(e) a copy of the Fund's co-administration agreement if PFPC is
not providing the Fund with such services;

(f) copies of any shareholder servicing agreements made in respect
of the Fund; and

(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.

4. Compliance with Government Rules and Regulations. PFPC undertakes to
comply with all applicable requirements of the 1933 Act, the 1934 Act, the 1940
Act, and the CEA, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to all duties to be performed by
PFPC hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for such compliance by the Fund.

5. Instructions.

Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral and Written Instructions.

PFPC shall be entitled to rely upon any Oral and Written
Instructions it receives from an Authorized Person (or from a person reasonably
believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC
may assume that any Oral or Written Instruction received hereunder is not in any
way

3
<PAGE> 4
inconsistent with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Board of Directors or of the
Fund's shareholders.

The Fund agrees to forward to PFPC Written Instructions confirming
Oral Instructions so that PFPC receives the Written Instructions by the close of
business on the same day that such Oral Instructions are received. The fact that
such confirming Written Instructions are not received by PFPC shall in no way
invalidate the transactions or enforceability of the transactions authorized by
the Oral Instructions. The Fund further agrees that PFPC shall incur no
liability to the Fund in acting upon Oral or Written Instructions provided such
instructions reasonably appear to have been received from an Authorized Person.

6. Right to Receive Advice.

(a) Advice of the Fund. If PFPC is in doubt as to any action it
should or should not take, PFPC may request directions or advice, including Oral
or Written Instructions, from the Fund.

(b) Advice of Counsel. If PFPC shall be in doubt as to any
questions of law pertaining to any action it should or should not take, PFPC may
request advice at its own cost from such counsel of its own choosing (who may be
counsel for the Fund, the Fund's investment adviser (the "Adviser") or PFPC, at
the option of PFPC).

(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral or Written Instructions PNC receives from the Fund,
and the advice it receives from counsel, PFPC shall be entitled to rely upon and
follow the advice of counsel.

(d) Protection of PFPC. PFPC shall be protected in any action it
takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and which PFPC believes,
in good faith, to be consistent with those directions, advice and Oral or
Written Instructions.

Nothing in this paragraph shall be construed so as to impose an
obligation upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in

4
<PAGE> 5
accordance with such directions, advice or Oral or Written Instructions unless,
under the terms of other provisions of this Agreement, the same is a condition
of PFPC's properly taking or not taking such action.

7. Records.

The books and records pertaining to the Fund, which are in the
possession of PFPC, shall be the property of the Fund. Such books and records
shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund, or the Fund's
Authorized Persons, shall have access to such books and records at all times
during PFPC's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by PFPC to the Fund or to
an Authorized Person of the Fund, at the Fund's expense.

PFPC shall keep the following records:

(a) all books and records with respect to the Fund's books of
account;

(b) records of the Fund's securities transactions; and

(c) all other books and records as PFPC is required to maintain
pursuant to Rule 31a-1 of the 1940 Act and as specifically set
forth in Appendix A hereto.

8. Confidentiality.

PFPC agrees to keep confidential all records of the Fund and
information relative to the Fund and its shareholders (past, present and
potential), unless the release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees that such consent shall
not be unreasonably withheld. The Fund further agrees that, should PFPC be
required to provide such information or records to duly constituted authorities
(who may institute civil or criminal contempt proceedings for failure to
comply), PFPC shall not be required to seek the Fund's consent prior to
disclosing such information.

5
<PAGE> 6
9. Liaison with Accountants.

PFPC shall act as liaison with the Fund's independent public
accountants and shall provide account analyses, fiscal year summaries, and other
audit-related schedules. PFPC shall take all reasonable action in the
performance of its obligations under this Agreement to assure that the necessary
information is made available to such accountants for the expression of their
opinion, as such may be required by the Fund from time to time.

10. Disaster Recovery.

PFPC shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision of emergency use of
electronic data processing equipment to the extent appropriate equipment is
available. In the event of equipment failures, PFPC shall, at no additional
expense to the Fund, take reasonable steps to minimize service interruptions but
shall have no liability with respect thereto.

11. Compensation.

As compensation for services rendered by PFPC during the term of
this Agreement, the Fund will pay PFPC a fee or fees as may be agreed to in
writing by the Fund and PFPC.

12. Indemnification.

The Fund agrees to indemnify and hold harmless PFPC and its nominees
from all taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933 Act, the 1934
Act, the 1940 Act, the CEA, and any state and foreign securities and blue sky
laws, and amendments thereto), and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from any
action which PFPC takes or does not take (a) at the request or on the direction
of or in reliance on the advice of the Fund or (b) upon Oral or Written
Instructions. Neither PFPC, nor any of its nominees, shall be indemnified
against any liability to the Fund or to its shareholders (or any expenses
incident to such liability) arising out of PFPC's own willful misfeasance, bad
faith, negligence or reckless disregard of its duties and obligations under this
Agreement.

6
<PAGE> 7
13. Responsibility of PFPC.

PFPC shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically agreed to by
PFPC, in writing. PFPC shall be obligated to exercise care and diligence in the
performance of its duties hereunder, to act in good faith and to use its best
efforts, within reasonable limits, in performing services provided for under
this Agreement. PFPC shall be responsible for its own negligent failure to
perform its duties under this Agreement. Notwithstanding the foregoing, PFPC
shall not be responsible for losses beyond its control, provided that PFPC has
acted in accordance with the standard of care set forth above; and provided
further that PFPC shall only be responsible for that portion of losses or
damages suffered by the Fund that are attributable to the negligence of PFPC.

Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC, in connection with its duties under this
Agreement, shall not be liable for (a) the validity or invalidity or authority
or lack thereof of any Oral or Written Instruction, notice or other instrument
which conforms to the applicable requirements of this Agreement, and which PFPC
reasonably believes to be genuine; or (b) delays or errors or loss of data
occurring by reason of circumstances beyond PFPC's control, including acts of
civil or military authority, national emergencies, labor difficulties, fire,
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.

Notwithstanding anything in this Agreement to the contrary, PFPC
shall have no liability to the Fund for any consequential, special or indirect
losses or damages which the Fund may incur or suffer by or as a consequence of
PFPC's performance of the services provided hereunder, whether or not the
likelihood of such losses or damages was known by PFPC.

14. Description of Accounting Services.

(a) Services on a Continuing Basis. PFPC will perform the
following accounting functions if required:

(i) Journalize the Fund's investment, capital share and
income and expense activities;

7
<PAGE> 8
(ii) Verify investment buy/sell trade tickets when received
from the Adviser and transmit trades to the Fund's
custodian for proper settlement;

(iii) Maintain individual ledgers for investment securities;

(iv) Maintain historical tax lots for each security;

(v) Reconcile cash and investment balances of the Fund
with the custodian, and provide the Adviser with the
beginning cash balance available for investment
purposes;

(vi) Update the cash availability throughout the day as
required by the Adviser;

(vii) Post to and prepare the Fund's Statement of Assets and
Liabilities and the Statement of Operations;

(viii) Calculate various contractual expenses (e.g., advisory
and custody fees);

(ix) Monitor the expense accruals and notify the Fund's
management of any proposed adjustments;

(x) Control all disbursements from the Fund and authorize
such disbursements upon Written Instructions;

(xi) Calculate capital gains and losses;

(xii) Determine the Fund's net income;

(xiii) Obtain security market quotes from independent pricing
services approved by the Adviser, or if such quotes
are unavailable, then obtain such prices from the
Adviser, and in either case

8
<PAGE> 9
calculate the market value of the Fund's investments;

(xiv) Transmit or mail a copy of the daily portfolio
valuation to the Adviser;

(xv) Compute the net asset value of the Fund;

(xvi) As appropriate, compute the Fund's yield, total return,
expense ratios, portfolio turnover rate, and, if
required, portfolio average dollar-weighted maturity;
and

(xvii) Prepare a monthly financial statement, which will
include the following items:

Schedule of Investments

Statement of Assets and Liabilities

Statement of Operations

Statement of Changes in Net Assets

Cash Statement

Schedule of Capital Gains and Losses.

15. Description of Administration Services.

(a) Services on a Continuing Basis.

(i) Prepare quarterly broker security transactions
summaries;

(ii) Prepare monthly security transaction listings;

(iii) Prepare for execution and file the Fund's federal and
state tax returns;

(iv) Prepare and file the Fund's semiannual reports with the
SEC on Form N-SAR;

9
<PAGE> 10
(v) Prepare and file with the SEC the Fund's annual and
semiannual shareholder reports;

(vi) Assist with the preparation of registration statements
and other filings relating to the registration of
Shares; and

(vii) Monitor the Fund's status as a regulated investment
company under Sub-Chapter M of the Internal Revenue Code
of 1986, as amended.

16. Duration and Termination.

This Agreement shall continue until terminated by the Fund or by
PFPC on sixty (60) days' prior written notice to the other party.

17. Notices.

All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. If notice is sent by confirming telegram, cable, telex
or facsimile sending device, it shall be deemed to have been given immediately.
If notice is sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered. Notices shall be addressed
(a) if to PFPC, at PFPC's address, 400 Bellevue Parkway, Wilmington, Delaware
19809; (b) if to the Fund, at the address of the Fund; or (c) if to neither of
the foregoing, at such other address as shall have been notified to the sender
of any such notice or other communication.

18. Amendments.

This Agreement, or any term thereof, may be changed or waived only
by written amendment, signed by the party against whom enforcement of such
change or waiver is sought.

10
<PAGE> 11
19. Delegation.

PFPC may assign its rights and delegate its duties hereunder to any
wholly owned direct or indirect subsidiary of PNC Bank or PNC Bank Corp.,
provided that (a) PFPC gives the Fund thirty (30) days' prior written notice;
(b) the delegate agrees with PFPC to comply with all relevant provisions of the
1940 Act; and (c) PFPC and such delegate promptly provide such information as
the Fund may request, and respond to such questions as the Fund may ask,
relative to the delegation, including (without limitation) the capabilities of
the delegate.

20. Counterparts.

This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

21. Further Actions.

Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.

22. Miscellaneous.

This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
relating to the subject matter hereof, provided that the parties may embody in
one or more separate documents their agreement, if any, with respect to
delegated and/or Oral Instructions.

The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.

This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law. If any provision of this agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This Agreement shall be binding
and shall inure to the benefit of the parties hereto and their respective
successors.

11
<PAGE> 12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.

PFPC INC.

By: ___________________________

Name: ______________________

Title: _____________________

WARBURG, PINCUS WORLDPERKS MONEY
MARKET FUND, INC.

By: __________________________

Name: _____________________

Title: ____________________

12
<PAGE> 13
APPENDIX A

None.

13
<PAGE> 14
_______ ___, 1998

Warburg, Pincus WorldPerks Money Market Fund, Inc.
466 Lexington Avenue
New York, New York 10017

RE: CO-ADMINISTRATION SERVICE FEES

Gentlemen:

This letter constitutes our agreement with respect to compensation
to be paid to PFPC Inc. ("PFPC") under the terms of a Co-Administration
Agreement dated _________ ___, 1998 between you (the "Fund") and PFPC. Pursuant
to Paragraph 11 of that Agreement, and in consideration of the services to be
provided to you, you will pay PFPC an annual co-administration fee, to be
calculated daily and paid monthly. You will also reimburse PFPC for its
out-of-pocket expenses incurred on behalf of the Fund, including, but not
limited to: postage and handling, telephone, telex, FedEx and outside pricing
service charges.

The annual administration and accounting fee shall be .10% of the
Fund's average daily net assets.

The fee for the period from the day of the year this agreement is
entered into until the end of that year shall be pro-rated according to the
proportion which such period bears to the full annual period.
<PAGE> 15
If the foregoing accurately sets forth our agreement, and you intend
to be legally bound thereby, please execute a copy of this letter and return it
to us.

Very truly yours,

PFPC INC.

By: _________________________
Name: ____________________
Title: ___________________

Accepted: WARBURG, PINCUS WORLDPERKS MONEY
MARKET FUND, INC.

By: ___________________________
Name: _____________________
Title: ____________________

-2-

<PAGE> 1
Exhibit 9 (d)

CO-ADMINISTRATION DELEGATION AGREEMENT

_________ ___, 1998

Counsellors Funds Service, Inc.
466 Lexington Avenue
New York, New York 10017

Dear Sirs:

Credit Suisse Asset Management, Ltd., a wholly-owned subsidiary of
Credit Suisse Group ("Credit Suisse"), in connection with Credit Suisse's
Co-Administration Agreement with Warburg, Pincus WorldPerks Money Market Fund,
Inc., a corporation organized and existing under the laws of the State of
Maryland (the "Fund"), dated October __, 1998, confirms its agreement with
Counsellors Funds Service, Inc. ("Counsellors Service"), a wholly-owned
subsidiary of Warburg Pincus Asset Management, Inc. (the "Adviser"), as follows:

1. Investment Description; Appointment

The Fund desires to employ its capital by investing and reinvesting
in investments of the kind and in accordance with the limitations specified in
its Articles of Incorporation, as amended from time to time (the "Articles"), in
its By-laws, as amended from time to time (the "By-laws"), in the Fund's
prospectus (the "Prospectus") and Statement of Additional Information (the
"Statement of Additional Information") as in effect from time to time, and in
such manner and to the extent as may from time to time be approved by the Board
of Directors of the Fund. Copies of the Prospectus, Statement of Additional
Information and the Articles and By-laws have been submitted to Credit Suisse
and Counsellors Service. The Fund employs the Adviser as its investment adviser
and employs Credit Suisse as its co-administrator. Credit Suisse, having
accepted this appointment and having agreed to furnish the Fund with services,
may delegate to Counsellors Service certain or all of its responsibilities as
set forth below.

2. Services as Co-Administrator

Subject to the supervision and direction of the Board of Directors
of the Fund and Credit Suisse, Counsellors Service will upon request by Credit
Suisse:

(a) assist Credit Suisse in supervising all aspects of the Fund's
operations, except those performed by other parties pursuant to written
agreements with the Fund;

(b) assist Credit Suisse in providing various shareholder liaison
services including, but not limited to,
<PAGE> 2
responding to inquiries of shareholders regarding the Fund, providing
information on shareholder investments, assisting shareholders of the Fund in
changing dividend options, account designations and addresses, and other similar
services;

(c) assist Credit Suisse in providing certain administrative
services including, but not limited to, providing periodic statements showing
the account balance of a Fund shareholder and integrating the statements with
those of other transactions and balances in the shareholder's other accounts
serviced by the Fund's custodian or transfer agent;

(d) assist Credit Suisse in supplying the Fund with office
facilities (which may be Counsellors Service's own offices), data processing
services, clerical, internal executive and administrative services, and
stationery and office supplies;

(e) assist Credit Suisse in furnishing corporate secretarial
services, including assisting in the preparation of materials for Board of
Directors' meetings and distributing those materials and preparing minutes of
meetings of the Fund's Board of Directors and any committees thereof and of the
Fund's shareholders;

(f) assist Credit Suisse in coordinating the preparation of
reports to the Fund's shareholders of record and filings with the Securities and
Exchange Commission (the "SEC") including, but not limited to, proxy statements;
annual, semi-annual and quarterly reports to shareholders; and post-effective
amendments to the Fund's Registration Statement on Form N-1A (the "Registration
Statement");

(g) assist Credit Suisse in the preparation of the Fund's tax
returns and assist in other regulatory filings as necessary;

(h) assist Credit Suisse in providing aid to the Adviser, at the
Adviser's request, in monitoring and developing compliance procedures for the
Fund which will include, among other matters, procedures to assist the Adviser
in monitoring compliance with the Fund's investment objective, policies,
restrictions, tax matters and applicable laws and regulations; and

(i) assist Credit Suisse in acting as liaison between the Fund and
the Fund's independent public accountants, counsel, custodian or custodians,
transfer agent and co-administrator and take all reasonable action in the
performance of its obligations under this Agreement to assure that all necessary
information is made available to each of them.

In performing all services under this Agreement, Counsellors Service
shall act in conformity with applicable law, the Articles and By-laws, and the
investment objective,

-2-
<PAGE> 3
investment policies and other practices and policies set forth in the
Registration Statement, as such Registration Statement and practices and
policies may be amended from time to time.

3. Compensation

In consideration of services rendered pursuant to this Agreement,
Credit Suisse will pay Counsellors Service on the first business day of each
month a fee for the previous month at an annual rate of .__% of the Fund's
average daily net assets. The fee for the period from the date the Fund
commences its investment operations to the end of the month during which the
Fund commences its investment operations shall be prorated according to the
proportion that such period bears to the full monthly period. Upon any
termination of this Agreement before the end of any month, the fee for such part
of a month shall be prorated according to the proportion which such period bears
to the full monthly period and shall be payable upon the date of termination of
this Agreement. For the purpose of determining fees payable to Counsellors
Service, fees shall be calculated monthly and the value of the Fund's net assets
shall be computed at the times and in the manner specified in the Prospectus and
Statement of Additional Information as from time to time in effect.

4. Expenses

Counsellors Service will bear all expenses in connection with the
performance of its services under this Agreement; provided, however, that Credit
Suisse will reimburse Counsellors Service for the out-of-pocket expenses
incurred by it on behalf of the Fund. Such reimbursable expenses shall include,
but not be limited to, postage, telephone, telex and FedEx charges. Counsellors
Service will bill Credit Suisse as soon as practicable after the end of each
calendar month for the expenses it is entitled to have reimbursed.

The Fund will bear certain other expenses to be incurred in its
operation, including: taxes, interest, brokerage fees and commissions, if any;
fees of Directors of the Fund who are not officers, directors, or employees of
the Adviser, Credit Suisse or Counsellors Service; SEC fees and state blue sky
qualification fees; charges of custodians and transfer and dividend disbursing
agents; certain insurance premiums; outside auditing and legal expenses; costs
of maintenance of corporate existence; except as otherwise provided herein,
costs attributable to investor services, including without limitation, telephone
and personnel expenses; costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing shareholders; costs of shareholders' reports and
meetings, and meetings of the officers of the Board of Directors of the Fund;
costs of any pricing services; and any extraordinary expenses.

-3-
<PAGE> 4
5. Standard of Care

Counsellors Service shall exercise its best judgment in rendering
the services listed in paragraph 2 above. Counsellors Service shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund in connection with the matters to which this Agreement relates provided
that nothing in this Agreement shall be deemed to protect or purport to protect
Counsellors Service against liability to the Fund or its shareholders to which
Counsellors Service would otherwise be subject by reason of willful misfeasance,
bad faith or negligence on its part in the performance of its duties or by
reason of Counsellors Service's reckless disregard of its obligations and duties
under this Agreement. Credit Suisse will use its best efforts to supervise the
activities of Counsellors Service and to ensure that Counsellors Service
complies with the standard of care as set forth in this paragraph 5.

6. Term of Agreement

This Agreement shall become effective as of the date the Fund
commences its investment operations and shall continue until April 17, 2000 and
shall continue automatically (unless terminated as provided herein) for
successive annual periods ending on April 17th of each year, provided that such
continuance is specifically approved at least annually by Credit Suisse and by
the Board of Directors of the Fund, including a majority of the Board of
Directors who are not "interested persons" (as defined in the Investment Company
Act of 1940, as amended) of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval. This Agreement
is terminable, without penalty, on sixty (60) days' written notice, by the Board
of Directors of the Fund or by vote of holders of a majority of the Fund's
shares, upon sixty (60) days' written notice, by Credit Suisse or upon sixty
(60) days' written notice, by Counsellors Service.

7. Service to Other Companies or Accounts

Credit Suisse understands that Counsellors Service now acts, will
continue to act and may act in the future as administrator, co-administrator or
administrative services agent to one or more other investment companies, and
Credit Suisse has no objection to Counsellors Service's so acting. Credit Suisse
understands that the persons employed by Counsellors Service to assist in the
performance of Counsellors Service's duties hereunder will not devote their full
time to such service and nothing contained in this Agreement shall be deemed to
limit or restrict the right of Counsellors Service or any affiliate of
Counsellors Service to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.

[signature page follows]

-4-
<PAGE> 5
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning to us the enclosed copy
hereof.

Very truly yours,

CREDIT SUISSE ASSET
MANAGEMENT, LTD.

By: _________________________
Name: __________________
Title: _________________

Accepted:

COUNSELLORS FUNDS SERVICE, INC.

By: __________________________
Name: ____________________
Title: ___________________

-5-

<PAGE> 1
Exhibit 10 (a)

September 21, 1998

Warburg, Pincus WorldPerks Money Market Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147

Ladies and Gentlemen:

We have acted as counsel to Warburg, Pincus WorldPerks Money Market Fund, Inc.
(the "Fund"), a corporation organized under the laws of the State of Maryland,
in connection with the preparation of a registration statement on Form N-1A
covering the offer and sale of an indefinite number of shares of Common Stock of
the Fund (the "Common Stock"), one billion of which are designated "Common
Shares," and two billion of which are designated "Advisor Shares," par value
$.001 per share (collectively, the "Shares").

We have examined copies of the Charter and By-Laws of the Fund, the Fund's
prospectuses and statement of additional information (the "Statement of
Additional Information") included in its Registration Statement on Form N-1A,
Securities Act File No. 333-59801 and Investment Company Act File No. 811-08899
(the "Registration Statement"), all resolutions adopted by the Fund's Board of
Directors (the "Board") at its organizational meeting held on July 20, 1998,
consents of the Board and other records, documents and papers that we have
deemed necessary for the purpose of this opinion. We have also examined such
other statutes and authorities as we have deemed necessary to form a basis for
the opinion hereinafter expressed.

In our examination of the above material, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us. As to various questions of fact material to our opinion, we have relied upon
statements and certificates of officers and representatives of the Fund and
others.
<PAGE> 2
Warburg, Pincus WorldPerks Money Market Fund, Inc.
September 21, 1998
Page 2

Based upon the foregoing, we are of the opinion that:

1. The Fund is duly organized and validly existing as a corporation in
good standing under the laws of the State of Maryland.

2. The 100,000 presently issued and outstanding shares of Common Stock,
all of which are designated Common Shares, of the Fund have been
validly and legally issued and are fully paid and nonassessable.

3. The Shares of the Fund to be offered for sale pursuant to the
Registration Statement are, to the extent of the number of Shares
authorized to be issued by the Fund in its Charter, duly authorized
and, when sold, issued and paid for as contemplated by the
Registration Statement, will have been validly and legally issued
and will be fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the reference to us in the Statement of Additional
Information and to the filing of this opinion as an exhibit to any application
made by or on behalf of the Fund or any distributor or dealer in connection with
the registration or qualification of the Fund or the Shares under the securities
laws of any state or other jurisdiction.

We are members of the Bar of the State of New York only and do not opine as to
the laws of any jurisdiction other than the laws of the State of New York and
the laws of the United States, and the opinions set forth above are,
accordingly, limited to the laws of those jurisdictions. As to matters involving
the application of the laws of the State of Maryland, we have relied on the
opinion of Messrs. Venable, Baetjer and Howard, LLP.

Very truly yours,

/s/ Willkie Farr & Gallagher

<PAGE> 1
Exhibit 10(b)

VENABLE, BAETJER AND HOWARD, LLP
1800 MERCANTILE BANK AND TRUST BUILDING
TWO HOPKINS PLAZA
BALTIMORE, MARYLAND 21201

September 21, 1998

Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019

Re: Warburg, Pincus Money Market Fund, Inc.

Ladies and Gentlemen:

We have acted as special Maryland counsel for Warburg, Pincus Money
Market Fund, Inc., a Maryland corporation (the "Fund"), in connection with the
organization of the Fund and the issuance of shares of its common stock, par
value $.001 per share including the Common Shares and the Advisor Shares (the
"Common Stock").

As Maryland counsel for the Fund, we are familiar with its Charter
and Bylaws. We have examined its Registration Statement on Form N-1A, Securities
Act File No. 333-59801 and Investment Company Act File No. 811-08899, including
the prospectus and statement of additional information contained therein,
substantially in the form in which it is to become effective (the "Registration
Statement"). We have further examined and relied upon a certificate of the
Maryland State Department of Assessments and Taxation to the effect that the
Fund is duly incorporated and existing under the laws of the State of Maryland
and is in good standing and duly authorized to transact business in the State of
Maryland.

We have also examined and relied upon such corporate records of the
Fund and other documents and certificates with respect to factual matters as we
have deemed necessary to render the opinion expressed herein. We have assumed,
without independent verification, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
with originals of all documents submitted to us as copies.
<PAGE> 2
Willkie Farr & Gallagher
September 21, 1998
Page 2

Based on such examination, we are of the opinion and so advise you
that:

1. The Fund is a corporation duly organized and validly existing
in good standing under the laws of the State of Maryland.

2. The 100,000 presently issued and outstanding Common Shares
have been duly authorized and are validly issued, fully paid
and nonassessable.

3. The Common Stock of the Fund to be offered for sale pursuant
to the Registration Statement is, to the extent of the number
of shares authorized to be issued by the Fund in its Charter,
duly authorized and, when sold, issued and paid for as
contemplated by the Registration Statement, will have been
validly and legally issued and will be fully paid and
nonassessable.

This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as due organization and the
authorization and issuance of stock. It does not extend to the securities or
"blue sky" laws of Maryland, to federal securities laws or to other laws.

You may rely upon our foregoing opinion in rendering your opinion to
the Fund that is to be filed as an exhibit to the Registration Statement. We
consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/VENABLE, BAETJER AND HOWARD, LLP

<PAGE> 1
Exhibit 11

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the inclusion of our report dated September 21, 1998 on our
audit of the financial statement of Warburg, Pincus Money Market Fund, Inc. in
the Statement of Additional Information with respect to Pre-Effective Amendment
No. 1 to the Registration Statement (No. 333-59801) on Form N-1A under the
Securities Act of 1933 of Warburg, Pincus Money Market Fund, Inc. We also
consent to the reference to our Firm under the heading "Independent Accountants
and Counsel" in the Statement of Additional Information.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

2400 Eleven Penn Center
Philadelphia, Pennsylvania
September 21, 1998

<PAGE> 1
Exhibit 13

PURCHASE AGREEMENT

Warburg, Pincus WorldPerks Money Market Fund, Inc. (the "Fund"), a
corporation organized under the laws of the State of Maryland, and Warburg
Pincus Asset Management, Inc. ("Warburg") hereby agree as follows:

1. The Fund offers Warburg and Warburg hereby purchases 100,000
shares of common stock of the Fund, which shall be designated Common Shares,
having a par value $.001 per share (the "Shares"), at a price of $1.00 per Share
(the "Initial Shares"). Warburg hereby acknowledges receipt of a certificate
representing the Initial Shares and the Fund hereby acknowledges receipt from
Warburg of $100,000.00 in full payment for the Initial Shares.

2. Warburg represents and warrants to the Fund that the Initial
Shares are being acquired for investment purposes and not for the purpose of
distributing them.

3. Warburg agrees that if any holder of the Initial Shares
redeems such Shares in the Fund before five years after the date upon which the
Fund commences its investment activities, the redemption proceeds will be
reduced by the amount of unamortized organizational expenses, in the same
proportion as the Initial Shares being redeemed bears to the Initial Shares
outstanding at the time of redemption. The parties hereby acknowledge that any
Shares acquired by Warburg other than the Initial Shares have not
<PAGE> 2
been acquired to fulfill the requirements of Section 14 of the Investment
Company Act of 1940, as amended, and, if redeemed, their redemption proceeds
will not be subject to reduction based on the unamortized organizational
expenses of the Fund.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the ____ day of ________________, 1998.

WARBURG, PINCUS WORLDPERKS MONEY
MARKET FUND, INC.

By:

Name:
Title:

ATTEST:

WARBURG PINCUS ASSET MANAGEMENT, INC.

By:

Name:
Title:

ATTEST:

-2-

<PAGE> 1
Exhibit 15

SHAREHOLDER SERVICING AND DISTRIBUTION PLAN

This Shareholder Servicing and Distribution Plan ("Plan") is adopted
by Warburg, Pincus WorldPerks Money Market Fund, Inc., a corporation organized
under the laws of State of Maryland (the "Fund"), with respect to the common
stock, par value $.001 per share, of the Fund other than those designated
Advisor Shares (the "Shares") pursuant to Rule 12b-1 (the "Rule") under the
Investment Company Act of 1940, as amended (the "1940 Act"), subject to the
following terms and conditions:

SECTION 1. AMOUNT OF PAYMENTS.

The Fund will pay Counsellors Securities Inc. ("Counsellors
Securities"), a corporation organized under the laws of the State of New York,
for shareholder servicing and distribution services provided to the Shares, an
annual fee of up to .25% of the value of the average daily net assets of the
Shares. Fees to be paid with respect to the Fund under this Plan will be
calculated daily and paid monthly by the Fund.

SECTION 2. SERVICES PAYABLE UNDER THE PLAN.

(a) The annual fees described above payable with respect to the Fund
are intended to compensate Counsellors Securities, or enable Counsellors
Securities to compensate other persons ("Service Providers"), including any
other distributor of Shares, for providing (i) ongoing servicing and/or
maintenance of the accounts of holders of Shares ("Shareholder Services"); (ii)
services that are primarily intended to result in, or that are primarily
attributable to, the sale of Shares ("Selling Services"); and/or (iii)
subtransfer agency services, subaccounting services or administrative services
with respect to Shares ("Administrative Services"). Shareholder Services may
include, among other things, responding to inquiries of prospective investors
regarding the Fund and services to shareholders not otherwise required to be
provided by the Fund's custodian or any co-administrator. Selling Services may
include, but are not limited to: the printing and distribution to prospective
investors in Shares of prospectuses and statements of additional information
describing the Fund; the preparation, including printing, and distribution of
sales literature, reports and media advertisements relating to the Shares;
providing telephone services relating to the Fund; distributing Shares; costs
relating to the formulation and implementation of marketing and promotional
activities, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising, and
related travel and entertainment expenses; and costs involved in obtaining
whatever
<PAGE> 2
information, analyses and reports with respect to marketing andpromotional
activities that the Fund may, from time to time, deem advisable. In providing
compensation for Selling Services in accordance with this Plan, Counsellors
Securities is expressly authorized (i) to make, or cause to be made, payments
reflecting an allocation of overhead and other office expenses related to
providing Services; (ii) to make, or cause to be made, payments, or to provide
for the reimbursement of expenses of, persons who provide support services in
connection with the distribution of Shares including, but not limited to, office
space and equipment, telephone facilities, answering routine inquiries regarding
the Fund, and providing any other Service; (iii) to make, or cause to be made,
payments to compensate selected dealers or other authorized persons for
providing any Services; and (iv) to make, or cause to be made, payments in
connection with the Fund's participation in the Northwest Worldperks(TM)
program. Administrative Services may include, but are not limited to,
establishing and maintaining accounts and records on behalf of Fund
shareholders; processing purchase, redemption and exchange transactions in
Shares; and other similar services not otherwise required to be provided by the
Fund's transfer agent or any co-administrator.

(b) Payments under this Plan are not tied exclusively to the
expenses for shareholder servicing, administration and distribution expenses
actually incurred by Counsellors Securities or any Service Provider, and the
payments may exceed expenses actually incurred by Counsellors Securities and/or
a Service Provider. Furthermore, any portion of any fee paid to Counsellors
Securities or to any of its affiliates by the Fund or any of their past profits
or other revenue may be used in their sole discretion to provide services to
shareholders of the Fund or to foster distribution of Shares.

SECTION 3. ADDITIONAL PAYMENTS.

Counsellors Securities, the Fund's investment adviser (the
"Investment Adviser") or an affiliate of either may pay certain broker-dealers,
financial institutions and other industry professionals ("Service
Organizations") for providing administration, subaccounting, transfer agency
and/or other services with respect to holders of Common Shares and certain
recordkeeping organizations a fee (the "Service Fee"). A portion of the Service
Fee may be borne or reimbursed by the Fund. The Service Fee payable to any one
Service Organization is determined based upon a number of factors, including the
nature and quality of service provided, the operations processing requirements
of the relationship and the standardized fee schedule of the Service
Organization or recordkeeper. Payments by the Fund under this Plan shall not be
made to a Service Organization with respect to services for which the Service
Organization is otherwise

-2-
<PAGE> 3
compensated by Counsellors Securities, the Investment Adviser or an affiliate of
either.

Payments may be made to Service Organizations by Counsellors
Securities, the Investment Adviser or an affiliate of either from any such
entity's own resources, which may include a fee it received from the Fund.

SECTION 4. APPROVAL OF PLAN.

Neither this Plan nor any related agreements will take effect until
approved by a majority of (a) the outstanding voting Shares, (b) the full Board
of Directors of the Fund and (c) those Directors who are not interested persons
of the Fund and who have no direct or indirect financial interest in the
operation of this Plan or in any agreements related to it (the "Independent
Directors"), cast in person at a meeting called for the purpose of voting on
this Plan and the related agreements.

SECTION 5. CONTINUANCE OF PLAN.

This Plan will continue in effect with respect to the Shares from
year to year so long as its continuance is specifically approved annually by
vote of the Fund's Board of Directors in the manner described in Section 4(b)
and 4(c) above. The Fund's Board of Directors will evaluate the appropriateness
of this Plan and its payment terms on a continuing basis and in doing so will
consider all relevant factors, including the types and extent of Shareholder
Services, Selling Services and Administrative Services provided by Counsellors
Securities and/or Service Providers and amounts Counsellors Securities and/or
Service Providers receive under this Plan.

SECTION 6. TERMINATION.

This Plan may be terminated at any time with respect to the Shares
by vote of a majority of the Independent Directors or by a vote of a majority of
the outstanding voting Shares.

SECTION 7. AMENDMENTS.

This Plan may not be amended to increase materially the amount of
the fees described in Section 1 above with respect to the Shares without
approval of at least a majority of the outstanding voting Shares. In addition,
all material amendments to this Plan must be approved in the manner described in
Section 4(b) and 4(c) above.

-3-
<PAGE> 4
SECTION 8. SELECTION OF CERTAIN DIRECTORS.

While this Plan is in effect with respect to the Fund, the selection
and nomination of the Fund's Directors who are not interested persons of the
Fund will be committed to the discretion of the Directors then in office who are
not interested persons of the Fund.

SECTION 9. WRITTEN REPORTS.

In each year during which this Plan remains in effect with respect
to the Fund, any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the Plan or any related agreement will prepare
and furnish to the Fund's Board of Directors, and the Board will review, at
least quarterly, written reports, complying with the requirements of the Rule,
which set out the amounts expended under this Plan and the purposes for which
those expenditures were made.

SECTION 10. PRESERVATION OF MATERIALS.

The Fund will preserve copies of this Plan, any agreement relating
to this Plan and any report made pursuant to Section 8 above, for a period of
not less than six years (the first two years in an easily accessible place) from
the date of this Plan, the agreement or the report.

SECTION 11. MEANING OF CERTAIN TERMS.

As used in this Plan, the terms "interested person" and "majority of
the outstanding voting securities" will be deemed to have the same meanings that
those terms have under the 1940 Act and the rules and regulations under the 1940
Act, subject to any exemption that may be granted to the Fund under the 1940 Act
by the Securities and Exchange Commission.

SECTION 12. DATE OF EFFECTIVENESS.

This Plan will become effective as of the date the Fund first
commences its investment operations.

-4-
<PAGE> 5
IN WITNESS WHEREOF, the Fund has executed this Plan as of the _____
day of _______, 1998.

WARBURG, PINCUS WORLDPERKS MONEY
MARKET FUND, INC.

By: _______________________________

Name: _____________________________

Title: ____________________________

-5-

<PAGE> 1
Exhibit 15 (b)

DISTRIBUTION PLAN

This Distribution Plan (the "Plan") is adopted in accordance with
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act"), by Warburg, Pincus WorldPerks Money Market Fund, Inc., a corporation
organized under the laws of the State of Maryland (the "Fund"), subject to the
following terms and conditions:

Section 1. Distribution Agreements; Annual Fee.

Any officer of the Fund or Counsellors Securities Inc., the Fund's
distributor ("Counsellors Securities"), is authorized to execute and deliver
written agreements in any form duly approved by the Board of Directors of the
Fund (the "Agreements") with institutional shareholders of record,
broker-dealers, financial institutions, depository institutions, retirement
plans and other financial intermediaries ("Service Organizations") relating to
shares of the Fund's common stock, par value $.001 per share, designated Advisor
Shares (the "Advisor Shares"). Pursuant to an Agreement, Service Organizations
will be paid an annual fee out of the assets of the Fund by the Fund directly or
by Counsellors Securities on behalf of the Fund for providing (a) services
primarily intended to result in the sale of Advisor Shares ("Distribution
Services"), (b) shareholder servicing to their customers or clients who are the
record and/or the beneficial owners of Advisor Shares ("Customers")
("Shareholder Services") and/or (c) administrative and accounting services to
Customers ("Administrative Services"). A Service Organization will be paid an
annual fee under the Plan calculated daily and paid quarterly at an annual rate
of up to .50% of the average daily net assets of the Advisor Shares held by or
on behalf of its Customers ("Customers' Shares") with respect to Distribution
Services and/or Administrative Services and may be paid an annual fee calculated
daily and paid quarterly at an annual rate of up to .25% of the average daily
net assets of Customers' Shares with respect to Shareholder Services.

In addition, the Fund will pay Counsellors Securities an annual fee
of up to .25% of the value of the average net assets of the Advisor Shares. Fees
to be paid with respect to the Fund under this Plan will be calculated daily and
paid monthly by the Fund. Such fees are intended to compensate Counsellors
Securities for Distribution Services (as defined herein) and for the costs and
expenses relating to the Fund's participation in the Northwest Worldperks(TM)
program.

Section 2. Services.

The annual fee paid to Service Organizations under Section 1 of the
Plan with respect to Distribution Services, if
<PAGE> 2
any, will compensate Service Organizations to cover certain expenses primarily
intended to result in the sale of Advisor Shares, including, but not limited to:
(a) costs of payments made to employees that engage in the distribution of
Advisor Shares; (b) payments made to, and expenses of, persons who provide
support services in connection with the distribution of Advisor Shares,
including, but not limited to, office space and equipment, telephone facilities,
processing shareholder transactions and providing any other shareholder services
not otherwise provided by the Fund's transfer agent; (c) costs relating to the
formulation and implementation of marketing and promotional activities,
including, but not limited to, direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (d) costs of printing and
distributing prospectuses, statements of additional information and reports of
the Fund to prospective holders of Advisor Shares; (e) costs involved in
preparing, printing and distributing sales literature pertaining to the Fund;
and (f) costs involved in obtaining whatever information, analyses and reports
with respect to marketing and promotional activities that the Fund may, from
time to time, deem advisable.

The annual fee paid to Service Organizations under Section 1 of the
Plan with respect to Shareholder Services, if any, will compensate Service
Organizations for personal service and/or the maintenance of Customer accounts,
including but not limited to (a) responding to Customer inquiries, (b) providing
information on Customer investments and (c) providing other shareholder liaison
services.

The annual fee paid to Service Organizations under Section 1 of the
Plan with respect to Administrative Services, if any, will compensate Service
Organizations for administrative and accounting services to their Customers,
including, but not limited to: (a) aggregating and processing purchase and
redemption requests from Customers and placing net purchase and redemption
orders with the Fund's distributor or transfer agent; (b) providing Customers
with a service that invests the assets of their accounts in Advisor Shares; (c)
processing dividend payments from the Fund on behalf of Customers; (d) providing
information periodically to Customers showing their positions in Advisor Shares;
(e) arranging for bank wires; (f) providing sub-accounting with respect to
Advisor Shares beneficially owned by Customers or the information to the Fund
necessary for sub-accounting; (g) forwarding shareholder communications from the
Fund (for example, proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax notices) to Customers,
if required by law and (h) providing other similar services to the extent
permitted under applicable statutes, rules and regulations.

-2-
<PAGE> 3
Payments under this Plan are not tied exclusively to the expenses
for shareholder servicing, administration and distribution expenses actually
incurred by Counsellors Securities or any Service Organization, and the payments
may exceed expenses actually incurred by Counsellors Securities or any Service
Organization.

Section 3. Additional Payments.

Counsellors Securities, the Fund's investment adviser (the
"Investment Adviser") or an affiliate of either may pay Service Organizations a
fee (the "Service Fee") for services provided or expenses incurred by the
Service Organization that are not covered by an Agreement. A portion of the
Service Fee paid may be borne or reimbursed by the Fund. The Service Fee payable
to any particular Service Organization is determined based upon a number of
factors, including the nature and quality of services provided, the operations
processing requirements of the relationship and the standardized fee schedule of
the Service Organization. Payments by the Fund under this Plan shall not be made
to a Service Organization with respect to services for which the Service
Organization is otherwise compensated by Counsellors Securities, the Investment
Adviser or an affiliate of either.

Section 4. Monitoring.

Counsellors Securities shall monitor the arrangements pertaining to
the Fund's Agreements with Service Organizations.

Section 5. Approval by Shareholders.

The Plan is effective, and fees are payable in accordance with
Section 1 of the Plan pursuant to the approval of the Plan by a vote of at least
a majority of the outstanding voting Advisor Shares.

Section 6. Approval by Directors.

The Plan is effective, and payments under any related agreement may
be made pursuant to the approval of the Plan and such agreement by a majority
vote of both (a) the full Board of Directors of the Fund and (b) those Directors
who are not interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
it (the "Qualified Directors"), cast in

-3-
<PAGE> 4
person at a meeting called for the purpose of voting on the Plan and the related
agreements.

Section 7. Continuance of the Plan.

The Plan will continue in effect for so long as its continuance is
specifically approved at least annually by the Fund's Board of Directors in the
manner described in Section 6 above.

Section 8. Termination.

The Plan may be terminated at any time by a majority vote of the
Qualified Directors or by a majority of the outstanding voting Advisor Shares.

Section 9. Amendments.

The Plan may not be amended to increase materially the amount of the
fees described in Section 1 above with respect to the Advisor Shares without
approval of at least a majority of the outstanding voting Advisor Shares. In
addition, all material amendments to the Plan must be approved by the Fund's
Board of Directors in the manner described in Section 6 above.

Section 10. Selection of Certain Directors.

While the Plan is in effect, the selection and nomination of the
Fund's Directors who are not interested persons of the Fund will be committed to
the discretion of the Directors then in office who are not interested persons of
the Fund.

Section 11. Written Reports.

In each year during which the Plan remains in effect, Counsellors
Securities will furnish to the Fund's Board of Directors, and the Board will
review, at least quarterly, written reports, which set out the amounts expended
under the Plan and the purposes for which those expenditures were made.

Section 12. Preservation of Materials.

The Fund will preserve copies of the Plan, any agreement relating to
the Plan and any report made pursuant to Section 11 above, for a period of not
less than six years (the first two years in an easily accessible place) from the
date of the Plan, agreement or report.

-4-
<PAGE> 5
Section 13. Meanings of Certain Terms.

As used in the Plan, the terms "interested person" and "majority of
the outstanding voting securities" will be deemed to have the same meanings that
those terms have under the 1940 Act and the rules and regulations thereunder,
subject to any exemption that may be granted to the Fund under the 1940 Act by
the Securities and Exchange Commission.

[signature page follows]

-5-
<PAGE> 6
IN WITNESS WHEREOF, the Fund has executed the Plan as of ________
__, 1998.

WARBURG, PINCUS WORLDPERKS MONEY
MARKET FUND, INC.

By:___________________________

Name: ___________________

Title: __________________

Acknowledged this

_____ day of ________, 1998

COUNSELLORS SECURITIES INC.

By:_____________________________

Name: _______________________

Title: ______________________

-6-

<PAGE> 1
Exhibit 18

WARBURG PINCUS FUNDS

RULE 18f-3 PLAN

Rule 18f-3 (the "Rule") under the Investment Company Act of 1940, as
amended (the "1940 Act"), requires that the Board of an investment company
desiring to offer multiple classes pursuant to the Rule adopt a plan setting
forth the separate arrangement and expense allocation of each class (a "Class"),
and any related conversion features or exchange privileges. The differences in
distribution arrangements and expenses among these classes of shares, and the
exchange features of each class, are set forth below in this Plan, which is
subject to change, to the extent permitted by law and by the governing documents
of each fund that adopts this Plan (the "Fund" and together the "Funds"), by
action of the governing Board of the Fund.

The governing Board, including a majority of the non-interested
Board members, of each Fund, or series thereof, which desires to offer multiple
classes has determined that the following Plan is in the best interests of each
class individually and the Fund as a whole:

1. Class Designation. Shares of a Fund or series of a Fund shall be
divided into Common Shares and Advisor Shares.

2. Differences in Services. Counsellors Securities Inc. ("CSI") will
provide shareholder servicing and distribution services to holders of Common
Shares and Advisor Shares. Institutional shareholders of record may also provide
distribution services, shareholder services and/or administrative and accounting
services to or on behalf of their clients or customers who beneficially own
Advisor Shares.

3. Differences in Distribution Arrangements.

Common Shares. Common Shares are sold to the general public and are
subject to an annual distribution fee in accordance with a Shareholder Servicing
and Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act, under
which Funds pay CSI .25% per annum for services under that Plan. Specified
minimum initial and subsequent purchase amounts are applicable to the Common
Shares. Common Shares are available through certain organizations that may or
may not charge their customers administrative charges or other direct fees in
connection with investing in Common Shares. CSI may pay certain financial
institutions, broker-dealers and recordkeeping organizations a fee based on the
value of accounts maintained by such organizations in Common Shares of a Fund.
<PAGE> 2
Advisor Shares. Advisor Shares are available for purchase by
financial institutions, retirement plans, broker-dealers, depository
institutions and other financial intermediaries (collectively, "Institutions").
Advisor Shares may be charged a shareholder service fee (the "Shareholder
Service Fee") payable at an annual rate of up to .25%, and a distribution and/or
administrative services fee (the "Distribution Service Fee") payable at an
annual rate of up to .75%, of the average daily net assets of such Class under a
Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Payments
may be made directly out of the assets of the Fund or by CSI on its behalf.
Additional payments may be made by CSI or an affiliate thereof from time to time
to Institutions for providing distribution, administrative, accounting and/or
other services with respect to Advisor Shares. Payments by the Fund shall not be
made to an Institution pursuant to the Plan with respect to services for which
Institutions are otherwise compensated by CSI or an affiliate thereof. There is
no minimum amount of initial or subsequent purchases of Advisor Shares imposed
on Institutions.

General. CSI, the Fund's investment adviser (the "Investment
Adviser") or an affiliate of either may pay certain Fund transfer agent fees and
expenses related to accounts of customers of organizations that have entered
into agreements with CSI or the Fund. An organization may use a portion of the
fees paid pursuant to the Plan to compensate the Fund's custodian or transfer
agent for costs related to accounts of customers of the organization that hold
Common Shares or Advisor Shares.

Payments may be made to organizations, the customers or clients of
which invest in a Fund's Common Shares or Advisor Shares, by CSI, the Investment
Adviser or an affiliate of either from such entity's own resources, which may
include a fee it receives from the Fund.

4. Expense Allocation. The following expenses shall be allocated, to
the extent practicable, on a Class-by-Class basis: (a) fees under the
Shareholder Servicing and Distribution Plan or Distribution Plan, as applicable;
(b) transfer agent fees identified by the Fund's transfer agent as being
attributable to a specific Class; and (c) expenses incurred in connection with
shareholders' meetings as a result of issues relating to a specific Class.

The distribution, administrative and shareholder servicing fees and
other expenses listed above which are attributable to a particular Class are
charged directly to the net assets of the particular Class and, thus, are borne
on a pro rata basis by the outstanding shares of that Class; provided, however,
that money market funds and other funds making daily distributions of their net
investment income may allocate these items to each share

-2-
<PAGE> 3
regardless of class or on the basis of relative net assets (settled shares),
applied in each case consistently.

5. Conversion Features. No Class shall be subject to any automatic
conversion feature.

6. Exchange Privileges. Shares of a Class shall be exchangeable only
for (a) shares of the same Class of other investment companies advised by
Warburg Pincus Asset Management, Inc. that are part of the same group of
investment companies and (b) shares of certain other investment companies
specified from time to time.

7. Additional Information. This Plan is qualified by and subject to
the terms of the then current prospectus for the applicable Class; provided,
however, that none of the terms set forth in any such prospectus shall be
inconsistent with the terms of the Classes contained in this Plan. The
prospectus for each Class contains additional information about that Class and
the applicable Fund's multiple class structure.

Dated: July 20, 1998

-3-