VIA EDGAR
November 22, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Office of Applications
and Reports Services
Re: Warburg, Pincus Cash Reserve Fund, Inc.
Ladies and Gentlemen:
On behalf of Warburg, Pincus Cash Reserve Fund, Inc. (the "Fund"), I hereby
transmit for filing pursuant to the Securities Exchange Act of 1934 (the "1934
Act"), and the Investment Company Act of 1940, as amended (the "1940 Act"), the
preliminary proxy statement (the "Proxy Statement") and form of proxy card
relating to a special meeting of the Fund's shareholders.
This proxy is being solicited to obtain shareholder approval of a new Investment
Advisory Agreement between the Fund and Credit Suisse Asset Management, LLC, the
Fund's current investment adviser ("CSAM"). The Fund has recently reviewed and
unanimously endorsed a proposal to have CSAM take full responsibility for the
day-to-day portfolio management of the Fund. (Until now, that responsibility had
been shared with BlackRock Investment Management Corporation ("BIMC"), which had
also provided certain administration services to the Fund through its affiliate
PFPC Inc. ("PFPC").) The Board believes that shifting full investment authority
to CSAM is appropriate in light of the capabilities of CSAM's money market
portfolio management group, which have been enhanced significantly since the
Fund commenced operations in 1985.
Specifically, the Board has approved (i) the termination of BIMC as
sub-investment adviser to the Fund; (ii) the retention of CSAM as sole
investment adviser to the Fund; and (iii) the retention of PFPC as
co-administrator to the Fund. (No shareholder vote is required in connection
with the termination of BIMC as sub-investment adviser and co-administrator to
the Fund or the retention of PFPC as co-administrator to the Fund.)
These changes will result in a decrease in the maximum aggregate fees payable by
the Fund for investment advice and administration from 0.50% of the Fund's
average daily net assets to 0.45%. Of this amount, 0.35% would be payable to
CSAM and 0.10% would be payable to
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PFPC. The 0.10% increase in fees payable to CSAM for investment advice and the
0.10% payable to PFPC for administration services is more than offset by the
elimination of the 0.25% payable to BIMC.
While the new Advisory Agreement is substantially similar to the current
Advisory Agreement in most respects, there are some important differences, such
as a new description of the services to be provided to the Fund by CSAM in light
of its proposed role as the sole investment adviser and the proposed higher
advisory fee of 0.35% of the average daily net assets of the Fund (compared to
the current rate of 0.25%), as well as different effective and termination
dates.
Please be advised, in accordance with the requirements of Rule 14a-6(d) under
the 1934 Act, that we propose to prepare definitive materials and mail those
materials to Fund shareholders on or about December 6, 2000. We would therefore
appreciate receiving any comments of the Staff on the enclosed Proxy Statement
as soon as possible so as to facilitate these arrangements.
Should members of the Staff have any questions or comments regarding the
enclosed materials, please call the undersigned or Rose F. DiMartino of this
office at (212) 728-8000.
Very truly yours,
/s/ John H. Kim
John H. Kim
Enclosures
cc: Hal Liebes, Esq.
Gregory Bressler, Esq.
Rose F. DiMartino, Esq.
