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PROSPECTUS
May 27, 1999
WARBURG PINCUS TRUST
- EMERGING GROWTH PORTFOLIO
Warburg Pincus Trust shares are not available directly to
individual investors, but may be offered only through certain
insurance products and pension and retirement plans.
As with all mutual funds, the Securities and Exchange Commission
has not approved these securities, nor has it passed upon the
adequacy or accuracy of this Prospectus. It is a criminal
offense to state otherwise.
[WARBURG PINCUS FUNDS LOGO]
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SUPPLEMENT TO THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION
WARBURG PINCUS TRUST -- EMERGING GROWTH PORTFOLIO
On February 15, 1999, Warburg Pincus and Credit Suisse Group announced that
they reached an agreement for Credit Suisse Group to acquire Warburg Pincus. It
is contemplated that Warburg Pincus will be acquired by a subsidiary of Credit
Suisse Group and, on or shortly after the consummation of the acquisition,
Warburg Pincus would be combined with Credit Suisse Group's existing U.S. asset
management business as an indirect wholly-owned U.S. subsidiary of Credit Suisse
Group. Under the terms of the agreement, no changes are planned to those Warburg
Pincus portfolio managers and investment professionals involved with the
portfolio. The transaction is expected to be completed in mid-1999 upon
satisfaction of the various conditions in the agreement.
The acquisition and combination each will result in an "assignment," as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of
the portfolio's investment advisory agreement. As required by the 1940 Act, the
portfolio's investment advisory agreement provides for its automatic termination
in the event of its assignment. In anticipation of the consummation of the
transactions described, a new investment advisory agreement for the portfolio,
to take effect upon consummation of the transactions, was approved by the
Trust's Board and the portfolio's initial shareholder. Approval by shareholders
of the portfolio following the public offering of the portfolio's shares will
not be sought.
Credit Suisse Group is a global financial services company, providing a
comprehensive range of banking and insurance products. Active on every continent
and in all major financial centers, Credit Suisse comprises five business
units -- Credit Suisse Asset Management ("CSAM") (asset management); Credit
Suisse First Boston (investment banking); Credit Suisse Private Banking (private
banking); Credit Suisse (retail banking); and Winterthur (insurance). Credit
Suisse has approximately $680 billion of global assets under management and
employs approximately 62,000 people worldwide. The principal business address of
Credit Suisse is Paradeplatz 8, CH 8070, Zurich, Switzerland.
CSAM is the institutional asset management and mutual fund arm of Credit
Suisse. CSAM employs approximately 1,600 people worldwide and has global assets
under management of approximately $210 billion in multiple product services,
including equities, fixed income, derivatives and balanced portfolios. The
principal business address of CSAM is Uetlibergstrasse 231, CH 8045, Zurich,
Switzerland.
CSAM's U.S. asset management business, formerly known as BEA Associates,
changed its name to CSAM in January 1999 to more accurately reflect its
integration into Credit Suisse Asset Management and, together with its
predecessor firms, has been engaged in the investment advisory business for over
60 years. In the U.S., CSAM is an investment manager for corporate and state
pension funds, endowments and other institutions and has assets under management
of approximately $35 billion. The principal business address of CSAM's U.S.
operations is 153 East 53rd Street, New York, New York 10022.
Currently, CSAM is organized as a general partnership with two general
partners, Credit Suisse Capital Corp. and Credit Suisse Advisors Corp. As part
of the combination with Warburg Pincus, CSAM will reorganize as a limited
liability company which will be an indirect wholly-owned U.S. subsidiary of
Credit Suisse Group. This entity will be the new adviser of the portfolio
following the transactions described above. See the Statement of Additional
Information for more specific information.
Date: May 27, 1999
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CONTENTS
<TABLE>
<S> <C>
KEY POINTS........................ ......................... 4
Goal and Principal Strategies............................ 4
Investor Profile......................................... 4
A Word About Risk........................................ 5
PERFORMANCE SUMMARY.................... .................... 6
INVESTOR EXPENSES..................... ..................... 6
Fees and Portfolio Expenses.............................. 6
Example.................................................. 6
THE PORTFOLIO IN DETAIL.................. .................. 7
The Management Firm...................................... 7
Portfolio Information Key................................ 7
Goal and Strategies...................................... 8
Portfolio Investments.................................... 8
Risk Factors............................................. 8
Portfolio Management..................................... 8
Investor Expenses........................................ 8
MORE ABOUT RISK...................... ...................... 9
Introduction............................................. 9
Types of Investment Risk................................. 9
Certain Investment Practices............................. 11
MEET THE MANAGERS..................... ..................... 12
ABOUT YOUR ACCOUNT.................... ..................... 13
Share Valuation.......................................... 13
Distributions............................................ 13
Taxes.................................................... 13
BUYING AND SELLING SHARES................. ................. 14
FOR MORE INFORMATION................... .................... back cover
</TABLE>
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KEY POINTS
GOAL AND PRINCIPAL STRATEGIES
<TABLE>
<CAPTION>
FUND/RISK FACTORS GOAL STRATEGIES
<S> <C> <C>
EMERGING GROWTH PORTFOLIO Maximum capital appreciation - Invests in U.S. equity securities
Risk factors: - Focuses on emerging-growth companies
Market risk - Looks for growth characteristics such as
Start-up and other small companies positive earnings and potential for
Special-situation companies accelerated growth
Non-diversified status
</TABLE>
INVESTOR PROFILE
THIS PORTFOLIO IS DESIGNED FOR INVESTORS WHO:
- are investing for long-term goals that may include college or retirement
- are willing to assume the risk of losing money in exchange for attractive
potential long-term returns
- are investing for capital appreciation
- want to diversify their portfolios with more aggressive stock funds
IT MAY NOT BE APPROPRIATE IF YOU:
- are investing for a shorter time horizon
- are uncomfortable with an investment that will fluctuate in value
- are looking primarily for income
You should base your investment decision on your own goals, risk preferences
and time horizon.
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A WORD ABOUT RISK
All investments involve some level of risk. Simply defined, risk is the
possibility that you will lose money or not make money.
Principal risk factors for the portfolio are discussed below. Before you
invest, please make sure you understand the risks that apply to the portfolio.
As with any mutual fund, you could lose money over any period of time.
Investments in the portfolio are not bank deposits and are not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.
MARKET RISK
The market value of a security may move up and down, sometimes rapidly and
unpredictably. These fluctuations, which are often referred to as "volatility,"
may cause a security to be worth less than it was worth at an earlier time.
Market risk may affect a single issuer, industry, sector of the economy, or the
market as a whole. Market risk is common to most investments--including stocks
and bonds, and the mutual funds that invest in them.
START-UP AND OTHER SMALL COMPANIES
Start-up and other small companies may have less-experienced management,
limited product lines, unproven track records or inadequate capital reserves.
Their securities may carry increased market, liquidity and other risks. Key
information about the company may be inaccurate or unavailable.
SPECIAL-SITUATION COMPANIES
"Special situations" are unusual developments that affect a company's market
value. Examples include mergers, acquisitions and reorganizations. Securities of
special-situation companies may decline in value if the anticipated benefits of
the special situation do not materialize.
NON-DIVERSIFIED STATUS
The portfolio is considered a non-diversified portfolio under the Investment
Company Act of 1940 and is permitted to invest a greater proportion of its
assets in the securities of a smaller number of issuers. As a result, the
portfolio may be subject to greater volatility with respect to its investments
than a portfolio that is more broadly diversified.
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PERFORMANCE SUMMARY
Performance information is not included because, as of the date of this
Prospectus, the portfolio had not commenced operations.
INVESTOR EXPENSES
FEES AND PORTFOLIO EXPENSES
This table describes the fees and expenses you may bear as a shareholder. Annual
portfolio operating expense figures are based on estimated expenses (before fee
waivers and expense reimbursements) for the fiscal period ended December 31,
1999. The table does not reflect additional charges and expenses which are, or
may be, imposed under the variable contracts or plans; such charges and expenses
are described in the prospectus of the insurance company separate account or in
the plan documents or other informational materials supplied by plan sponsors.
<TABLE>
<CAPTION>
<S> <C>
SHAREHOLDER FEES
(paid directly from your investment)
Sales charge "load" on purchases NONE
Deferred sales charge "load" NONE
Sales charge "load" on reinvested distributions NONE
Redemption fees NONE
Exchange fees NONE
ANNUAL PORTFOLIO OPERATING EXPENSES
(deducted from fund assets)
Management fee .90%
Distribution and service (12b-1) fee NONE
Other expenses .51%
TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES* 1.41%
</TABLE>
* Estimated fees and expenses (after fee waivers and expense reimbursements) for
the fiscal period ended December 31, 1999 are shown below. Fee waivers and
expense reimbursements or credits are expected to reduce expenses for the
portfolio during 1999 but may be discontinued at any time.
<TABLE>
<CAPTION>
EXPENSES AFTER
WAIVERS AND
REIMBURSEMENTS
<S> <C>
Management fee .84%
Distribution and service (12b-1) fee NONE
Other expenses .41%
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TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES 1.25%
</TABLE>
EXAMPLE
This example may help you compare the cost of investing in the portfolio with
the cost of investing in other mutual funds. Because it uses hypothetical
conditions, your actual costs may be higher or lower.
Assume you invest $10,000, the portfolio returns 5% annually, expense ratios
remain as listed in the first table above (before fee waivers and expense
reimbursements and credits), and you close your account at the end of each of
the time periods shown. Based on these assumptions, your cost would be:
<TABLE>
<CAPTION>
ONE YEAR THREE YEARS
<S> <C>
$127 $397
</TABLE>
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THE PORTFOLIO IN DETAIL
THE MANAGEMENT FIRM
WARBURG PINCUS ASSET MANAGEMENT, INC.
466 Lexington Avenue
New York, NY 10017-3147
- Investment adviser for the portfolio
- Responsible for managing the portfolio's assets according to its goal and
strategies
- A professional investment-advisory firm providing investment services to
individuals since 1970 and to institutions since 1973
- Currently manages approximately $22 billion in assets
For easier reading, Warburg Pincus Asset Management, Inc. will be referred to
as "Warburg Pincus" or "we" throughout this Prospectus.
PORTFOLIO INFORMATION KEY
A concise description of the portfolio begins on the next page. The
description provides the following information:
GOAL AND STRATEGIES
The portfolio's particular investment goal and the strategies it intends to
use in pursuing that goal. Percentages of portfolio assets are based on total
assets unless indicated otherwise.
PORTFOLIO INVESTMENTS
The primary types of securities in which the portfolio invests. Secondary
investments are described in "More About Risk."
RISK FACTORS
The major risk factors associated with the portfolio. Additional risk factors
are included in "More About Risk."
PORTFOLIO MANAGEMENT
The individuals designated by the investment adviser to handle the
portfolio's day-to-day management.
INVESTOR EXPENSES
Expected expenses (after fee waivers and reimbursements) for the 1999 fiscal
period. Actual expenses may be higher or lower. Additional expenses are, or may
be, imposed under the variable contracts or plans.
- MANAGEMENT FEE The fee paid to the investment adviser for providing
investment advice to the portfolio. Expressed as a percentage of average net
assets after waivers.
- OTHER EXPENSES Fees paid by the portfolio for items such as administration,
transfer agency, custody, auditing, legal and registration fees and
miscellaneous expenses. Expressed as a percentage of average net assets after
waivers, credits and reimbursements.
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GOAL AND STRATEGIES
The portfolio seeks maximum capital appreciation. To pursue this goal, it
invests in equity securities of emerging-growth companies.
Emerging-growth companies are small or medium-size companies that:
- have passed their start-up phase
- show positive earnings
- offer the potential for accelerated earnings growth
Emerging-growth companies generally stand to benefit from new products or
services, technological developments, management changes or other factors. They
include "special-situation companies"-- companies experiencing unusual
developments affecting their market value.
Under normal market conditions, the portfolio will invest at least 65% of
assets in equity securities of emerging-growth companies that represent
attractive capital-appreciation opportunities.
Its non-diversified status allows the portfolio to invest a greater share of
its assets in the securities of fewer companies. However, the portfolio managers
typically have diversified the portfolio's investments.
PORTFOLIO INVESTMENTS
This portfolio invests primarily in U.S. equity securities consisting of:
- common and preferred stocks
- securities convertible into common stocks
- rights and warrants
The portfolio may invest up to 10% of assets in foreign securities. To a
limited extent, it may also engage in other investment practices.
RISK FACTORS
This portfolio's principal risk factors are:
- market risk
- start-up and other small companies
- special-situation companies
- non-diversified status
The value of your investment will fluctuate in response to stock-market
movements. Investing in start-up and other small companies may expose the
portfolio to increased market, liquidity and information risks. These risks are
defined in "More About Risk."
Securities of companies in special situations may decline in value and hurt
the portfolio's performance if the anticipated benefits of the special situation
do not materialize. Non-diversification might cause the portfolio to be more
volatile than a diversified portfolio.
"More About Risk" details certain other investment practices the portfolio
may use. Please read that section carefully before you invest.
PORTFOLIO MANAGEMENT
Elizabeth B. Dater and Stephen J. Lurito manage the portfolio. You can find
out more about them in "Meet the Managers."
INVESTOR EXPENSES
Expected expenses (after fee waivers and reimbursements) for the 1999 fiscal
period.
Management fee .84%
Distribution and service (12b-1) fees NONE
All other expenses .41%
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Total expenses 1.25%
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MORE ABOUT RISK
INTRODUCTION
The portfolio's goal and principal strategies largely determine its risk
profile. You will find a concise description of the portfolio's risk profile in
"Key Points." The preceding discussion of the portfolio contains more detailed
information. This section discusses other risks that may affect the portfolio.
The portfolio may use certain investment practices that have higher risks
associated with them. However, the portfolio has limitations and policies
designed to reduce many of the risks. The "Certain Investment Practices" table
describes these practices and the limitations on their use.
The portfolio offers its shares to (i) insurance company separate accounts
that fund both variable contracts and variable life insurance contracts and (ii)
tax-qualified pension and retirement plans including participant-directed plans
which elect to make the portfolio an investment option for plan participants.
Due to differences of tax treatment and other considerations, the interests of
various variable contract owners and plan participants participating in the
portfolio may conflict. The Board of Trustees will monitor the portfolio for any
material conflicts that may arise and will determine what action, if any, should
be taken. If a conflict occurs, the Board may require one or more insurance
company separate accounts and/or plans to withdraw its investments in the
portfolio, which may cause the portfolio to sell securities at disadvantageous
prices and disrupt orderly portfolio management. The Board also may refuse to
sell shares of the portfolio to any variable contract or plan or may suspend or
terminate the offering of shares of the portfolio if such action is required by
law or regulatory authority or is in the best interests of the shareholders of
the portfolio.
TYPES OF INVESTMENT RISK
The following risks are referred to throughout this Prospectus.
CORRELATION RISK The risk that changes in the value of a hedging instrument
will not match those of the investment being hedged.
CREDIT RISK The issuer of a security or the counterparty to a contract may
default or otherwise become unable to honor a financial obligation.
CURRENCY RISK Fluctuations in exchange rates between the U.S. dollar and
foreign currencies may negatively affect an investment. Adverse changes in
exchange rates may erode or reverse any gains produced by foreign-
currency-denominated investments and may widen any losses.
EURO CONVERSION The introduction of a new single European currency, the euro,
may result in uncertainties for securities of European companies, European
markets and the operation of the portfolio. The euro was introduced on January
1, 1999, by 11 European Union member countries who are participating in European
Monetary Union (EMU).
The introduction of the euro results in the redenomination of certain
European debt and equity securities over a period of time, which may bring
differences in various accounting, tax and/or legal treatments that would not
otherwise occur. Any market disruptions relating to the introduction of the euro
could adversely affect the value of European securities and currencies held by
the portfolio. Other risks relate to the ability of financial institutions'
systems to process euro transactions. Additional economic and operational issues
are raised by the fact that certain European Union member countries, including
the United Kingdom, did not participate in EMU on January 1, 1999, and therefore
did not implement the euro on that date.
At this early stage no one knows what the degree of impact of the
introduction of the euro will be. To the extent that the market impact or effect
on a portfolio holding is negative or portfolio service-provider systems cannot
process the euro conversion, the portfolio's performance could be hurt.
EXPOSURE RISK The risk associated with investments (such as derivatives) or
practices (such as short selling) that increase the amount of money the
portfolio could gain or lose on an investment.
- HEDGED Exposure risk could multiply losses generated by a derivative or
practice used for hedging purposes. Such losses should be substantially
offset by gains on the hedged investment. However, while hedging can reduce
or eliminate losses, it can also reduce or eliminate gains.
- SPECULATIVE To the extent that a derivative or practice is not used as a
hedge, the portfolio is directly exposed to its risks. Gains or losses from
speculative positions in a derivative may be much greater than the
derivative's original cost. For example, potential losses from writing
uncovered call options and from speculative short sales are unlimited.
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INFORMATION RISK Key information about an issuer, security or market may be
inaccurate or unavailable.
INTEREST-RATE RISK Changes in interest rates may cause a decline in the
market value of an investment. With bonds and other fixed-income securities, a
rise in interest rates typically causes a fall in values, while a fall in
interest rates typically causes a rise in values.
LIQUIDITY RISK Certain portfolio securities may be difficult or impossible to
sell at the time and the price that the portfolio would like. The portfolio may
have to lower the price, sell other securities instead or forego an investment
opportunity. Any of these could have a negative effect on portfolio management
or performance.
MARKET RISK The market value of a security may move up and down, sometimes
rapidly and unpredictably. These fluctuations, which are often referred to as
"volatility," may cause a security to be worth less than it was worth at an
earlier time. Market risk may affect a single issuer, industry, sector of the
economy, or the market as a whole. Market risk is common to most
investments--including stocks and bonds, and the mutual funds that invest in
them.
OPERATIONAL RISK Some countries have less-developed securities markets (and
related transaction, registration and custody practices) that could subject the
portfolio to losses from fraud, negligence, delay or other actions.
POLITICAL RISK Foreign governments may expropriate assets, impose capital or
currency controls, impose punitive taxes, or nationalize a company or industry.
Any of these actions could have a severe effect on security prices and impair
the portfolio's ability to bring its capital or income back to the U.S. Other
political risks include economic policy changes, social and political
instability, military action and war.
VALUATION RISK The lack of an active trading market may make it difficult to
obtain an accurate price for a portfolio security.
YEAR 2000 PROCESSING RISK The portfolio's investment adviser is working to
address the Year 2000 issue relating to the change from "99" to "00" on January
1, 2000, and has obtained assurances from major service providers that they are
taking similar steps. The adviser is working on the Year 2000 issue pursuant to
a plan designed to address potential problems, and progress is proceeding
according to the plan. The adviser is completing testing of internal systems,
and is developing contingency plans intended to address any unexpected service
problems.
The portfolio's operations are dependent upon interactions among many
participants in the financial-services and other related industries. There is no
assurance that preparations by the adviser and other industry participants will
be sufficient, and any noncompliant computer systems could hurt key portfolio
operations, such as shareholder servicing, pricing and trading.
The Year 2000 issue affects practically all companies, organizations,
governments, markets and economies throughout the world--including companies or
governmental entities in which the portfolio invests and markets in which they
trade. However, at this time no one knows precisely what the degree of impact
will be. To the extent that the impact on a portfolio holding or on markets or
economies is negative, it could seriously affect the portfolio's performance.
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CERTAIN INVESTMENT PRACTICES
For each of the following practices, this table shows the applicable investment
limitation. Risks are indicated for each practice.
KEY TO TABLE:
<TABLE>
<S> <C>
[-] Permitted without limitation; does not indicate actual use
20% Italic type (e.g., 20%) represents an investment limitation as a percentage of NET
portfolio assets; does not indicate actual use
20% Roman type (e.g., 20%) represents an investment limitation as a percentage of TOTAL
portfolio assets; does not indicate actual use
[ ] Permitted, but not expected to be used to a significant extent
- -- Not permitted
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT PRACTICE LIMIT
<S> <C>
BORROWING The borrowing of money from banks to meet
redemptions or for other temporary or emergency purposes.
Speculative exposure risk. 10%
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FOREIGN SECURITIES Securities of foreign issuers. May
include depositary receipts. Currency, euro conversion,
information, liquidity, market, political, valuation risks. 10%
- --------------------------------------------------------------------
FUTURES AND OPTIONS ON FUTURES Exchange-traded contracts
that enable the portfolio to hedge against or speculate on
future changes in currency values, interest rates or stock
indexes. Futures obligate the portfolio (or give it the
right, in the case of options) to receive or make payment at
a specific future time based on those future changes.(1)
Correlation, currency, hedged exposure, interest-rate,
market, speculative exposure risks.(2) [ ]
- --------------------------------------------------------------------
INVESTMENT-GRADE DEBT SECURITIES Debt securities rated
within the four highest grades (AAA/Aaa through BBB/Baa) by
Standard & Poor's or Moody's rating service, and unrated
securities of comparable quality. Credit, interest-rate,
market risks. 20%
- --------------------------------------------------------------------
NON-INVESTMENT-GRADE DEBT SECURITIES Debt securities rated
below the fourth-highest grade (BBB/Baa) by Standard &
Poor's or Moody's rating service, and unrated securities of
comparable quality. Commonly referred to as junk bonds.
Credit, information, interest-rate, liquidity, market,
valuation risks. 5%
- --------------------------------------------------------------------
OPTIONS Instruments that provide a right to buy (call) or
sell (put) a particular security, currency or index of
securities at a fixed price within a certain time period.
The portfolio may purchase or sell (write) both put and call
options for hedging or speculative purposes.(1) Correlation,
credit, hedged exposure, liquidity, market, speculative
exposure, valuation risks. 25%
- --------------------------------------------------------------------
RESTRICTED AND OTHER ILLIQUID SECURITIES Securities with
restrictions on trading, or those not actively traded. May
include private placements. Liquidity, market, valuation
risks. 10%
- --------------------------------------------------------------------
SECURITIES LENDING Lending portfolio securities to financial
institutions; the portfolio receives cash, U.S. government
securities or bank letters of credit as collateral. Credit,
liquidity, market, operational risks. 33 1/3%
- --------------------------------------------------------------------
SHORT-TERM TRADING Selling a security shortly after
purchase. A fund engaging in short-term trading will have
higher turnover and transaction expenses. Increased
short-term capital gains distributions could raise
shareholders' income tax liability. [-]
- --------------------------------------------------------------------
SPECIAL-SITUATION COMPANIES Companies experiencing unusual
developments affecting their market values. Special
situations may include acquisition, consolidation,
reorganization, recapitalization, merger, liquidation,
special distribution, tender or exchange offer, or
potentially favorable litigation. Securities of a
special-situation company could decline in value and hurt
the portfolio's performance if the anticipated benefits of
the special situation do not materialize. Information,
market risks. [-]
- --------------------------------------------------------------------
START-UP AND OTHER SMALL COMPANIES Companies with small
relative market capitalizations, including those with
continuous operations of less than three years. Information,
liquidity, market, valuation risks. [-]
- --------------------------------------------------------------------
TEMPORARY DEFENSIVE TACTICS Placing some or all of the
portfolio's assets in investments such as money-market
obligations and investment-grade debt securities for
defensive purposes. Although intended to avoid losses in
adverse market, economic, political or other conditions,
defensive tactics might be inconsistent with the portfolio's
principal investment strategies and might prevent the
portfolio from achieving its goal. [ ]
- --------------------------------------------------------------------
WARRANTS Options issued by a company granting the holder the
right to buy certain securities, generally common stock, at
a specified price and usually for a limited time. Liquidity,
market, speculative exposure risks. 10%
- --------------------------------------------------------------------
WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS The purchase
or sale of securities for delivery at a future date; market
value may change before delivery. Liquidity, market,
speculative exposure risks. 20%
- --------------------------------------------------------------------
</TABLE>
(1) The portfolio is not obligated to pursue any hedging strategy. In addition,
hedging practices may not be available, may be too costly to be used
effectively or may be unable to be used for other reasons.
(2) The portfolio is limited to 5% of net assets for initial margin and premium
amounts on futures positions considered to be speculative by the Commodity
Futures Trading Commission.
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MEET THE MANAGERS
[Liz Dater Photo]
ELIZABETH B. DATER
Managing Director
- Co-Portfolio Manager, Emerging Growth Portfolio since inception
- Co-Portfolio Manager, Warburg Pincus Emerging Growth Fund since fund
inception (1988) and manager of other Warburg Pincus funds
- With Warburg Pincus since 1978
[Stephen J. Lurito Photo]
STEPHEN J. LURITO
Managing Director
- Co-Portfolio Manager, Emerging Growth Portfolio since inception
- Co-Portfolio Manager, Warburg Pincus Emerging Growth Fund since 1990 and
manager of other Warburg Pincus funds
- With Warburg Pincus since 1987
Job titles indicate position with the investment adviser.
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ABOUT YOUR ACCOUNT
SHARE VALUATION
The price of your shares is also referred to as their net asset value (NAV).
The NAV is determined at the close of regular trading on the New York Stock
Exchange (NYSE) (usually 4 p.m. Eastern Time) each day the NYSE is open for
business. It is calculated by dividing the portfolio's total assets, less its
liabilities, by the number of shares outstanding.
The portfolio values its securities based on market quotations when it
calculates its NAV. If market quotations are not readily available, securities
and other assets are valued by another method that the Board of Trustees
believes accurately reflects fair value. Debt obligations that will mature in 60
days or less are valued on the basis of amortized cost, unless the Board
determines that using this method would not reflect an investment's value.
Some portfolio securities may be listed on foreign exchanges that are open on
days (such as U.S. holidays) when the portfolio does not compute its price. This
could cause the value of the portfolio's investments to be affected by trading
on days when you cannot buy or sell shares.
DISTRIBUTIONS
Investors in the portfolio are entitled to a share of the portfolio's net
income and gains on investments. The portfolio passes these earnings along to
its shareholders as distributions.
The portfolio earns dividends from stocks and interest from bond,
money-market and other investments. These are passed along as dividend
distributions. The portfolio realizes capital gains whenever it sells securities
for a higher price than it paid for them. These are passed along as capital-gain
distributions.
The portfolio typically distributes dividends and capital gains annually,
usually in December. Distributions will be reinvested automatically in
additional shares of the portfolio.
TAXES
For a discussion of the tax status of a variable contract or pension plan,
refer to the prospectus of the sponsoring participating insurance company
separate account or plan documents or other informational materials supplied by
plan sponsors.
Because shares of the portfolio may be purchased only through variable
contracts and plans, income dividends or capital-gain distributions from the
portfolio are taxable, if at all, to the participating insurance companies and
plans and will be exempt from current taxation of the variable-contract owner or
plan participant if left to accumulate within the variable contract or plan.
The portfolio intends to comply with the diversification requirements
currently imposed by the Internal Revenue Service on separate accounts of
insurance companies as a condition of maintaining the tax-deferred status of
variable contracts.
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BUYING AND SELLING SHARES
You may not buy or sell shares of the portfolio directly; you may only buy or
sell shares through variable-annuity contracts and variable life insurance
contracts offered by separate accounts of certain insurance companies or through
tax-qualified pension and retirement plans. The portfolio may not be available
in connection with a particular contract or plan.
An insurance company's separate accounts buy and sell shares of the portfolio
at NAV, without any sales or other charges. Each insurance company receives
orders from its contract holders to buy or sell shares of the portfolio on any
business day that the portfolio calculates its NAV. If the order is received by
the insurance company prior to the close of regular trading on the NYSE, the
order will be executed at that day's NAV.
Plan participants may buy shares of the portfolio through their plan by
directing the plan trustee to buy shares for their account in a manner similar
to that described above for variable annuity and variable life insurance
contracts. You should contact your plan sponsor concerning the appropriate
procedure for investing in the portfolio.
The portfolio reserves the right to:
- refuse any specific purchase or exchange request, including those from any
person or group who, in the portfolio's view, is likely to engage in
excessive trading.
- change or discontinue its exchange privilege after 30 days' notice to current
investors, or temporarily suspend this privilege during unusual market
conditions.
- make a "redemption in kind"--payment in portfolio securities rather than
cash--for certain large redemption amounts that could hurt portfolio
operations
- suspend redemptions or postpone payment dates as permitted by the Investment
Company Act of 1940 (such as during periods other than weekends or holidays
when the NYSE is closed or trading on the NYSE is restricted, or any other
time that the SEC permits)
- stop offering the portfolio's shares for a period of time (such as when
management believes that a substantial increase in assets could adversely
affect it)
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FOR MORE INFORMATION
This Prospectus is intended for use in connection with certain insurance
products and pension and retirement plans. Please refer to the prospectus of the
sponsoring participating insurance company separate account or to the plan
documents or other informational materials supplied by plan sponsors for
information regarding distributions and instructions on purchasing or selling a
variable contract and on how to select a portfolio as an investment option for a
variable contract or plan. More information about the portfolio is available
free upon request, including the following:
ANNUAL/SEMIANNUAL REPORTS TO SHAREHOLDERS
Includes financial statements, portfolio investments and detailed performance
information.
The Annual Report also contains a letter from the portfolio manager
discussing market conditions and investment strategies that significantly
affected portfolio performance during its past fiscal year.
OTHER INFORMATION
A current Statement of Additional Information (SAI), which provides more
details about the portfolio, is on file with the Securities and Exchange
Commission (SEC) and is incorporated by reference.
You may visit the SEC's Internet Web site (www.sec.gov) to view the SAI,
material incorporated by reference and other information. You can also obtain
copies by visiting the SEC's Public Reference Room in Washington, DC (phone
800-SEC-0330) or by sending your request and a duplicating fee to the SEC's
Public Reference Section, Washington, DC 20549-6009.
Please contact Warburg Pincus to obtain, without charge, the SAI and Annual
and Semiannual Reports and to make shareholder inquiries:
BY TELEPHONE:
800-222-8977
BY MAIL:
Warburg Pincus
P.O. Box 9030
Boston, MA 02205-9030
BY OVERNIGHT OR COURIER SERVICE:
Boston Financial
Attn: Warburg Pincus
2 Heritage Drive
North Quincy, MA 02171
ON THE INTERNET:
www.warburg.com
SEC FILE NUMBER:
Warburg Pincus Trust 811-07261
[WARBURG PINCUS FUNDS LOGO]
P.O. BOX 9030, BOSTON, MA 02205-9030
800-222-8977 [-] www.warburg.com
COUNSELLORS SECURITIES INC., DISTRIBUTOR. TREMG-1-0599
================================================================================
<PAGE> 16
STATEMENT OF ADDITIONAL INFORMATION
May 27, 1999
------------------
WARBURG PINCUS TRUST
EMERGING GROWTH PORTFOLIO
This Statement of Additional Information provides information about Warburg
Pincus Trust (the "Trust"), relating to the Emerging Growth Portfolio (the
"Portfolio") that supplements information contained in the Prospectus for the
Portfolio (the "Prospectus"), dated May 27, 1999.
This Statement of Additional Information is not itself a Prospectus, no
investment in shares of the Portfolio should be made solely upon the information
contained herein. Copies of the Trust's Prospectus relating to the Portfolio and
information regarding the Portfolio's current performance may be obtained by
writing or telephoning:
Warburg Pincus
P.O. Box 9030
Boston, MA 02205-9030
1-800-222-8977
<PAGE> 17
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
INVESTMENT OBJECTIVE AND POLICIES.................................................................................1
Options, Futures and Currency Exchange Transactions..........................................................1
Securities Options.......................................................................................1
Securities Index Options.................................................................................4
OTC Options..............................................................................................4
Futures Activities.......................................................................................5
Currency Exchange Transactions...........................................................................7
Hedging..................................................................................................8
Asset Coverage for Forward Contracts, Options, Futures and Options on Futures............................9
Additional Information on Other Investment Practices........................................................10
Foreign Investments.....................................................................................10
U.S. Government Securities..............................................................................13
Money Market Obligations................................................................................13
Convertible Securities..................................................................................14
Structured Securities...................................................................................15
Debt Securities.........................................................................................18
Below Investment Grade Securities.......................................................................19
Securities of Other Investment Companies................................................................20
Lending of Portfolio Securities.........................................................................20
When-Issued Securities and Delayed-Delivery Transactions................................................20
Reverse Repurchase Agreements and Dollar Rolls..........................................................21
Warrants................................................................................................22
Non-Publicly Traded and Illiquid Securities.............................................................22
Borrowing...............................................................................................23
Non-Diversified Status..................................................................................23
REITs...................................................................................................24
Small Capitalization and Emerging Growth Companies; Unseasoned Issuers..................................24
Other Investment Limitations................................................................................24
General.................................................................................................26
Portfolio Valuation.........................................................................................26
Portfolio Transactions......................................................................................27
Portfolio Turnover..........................................................................................29
MANAGEMENT OF THE TRUST..........................................................................................30
Officers and Board of Trustees..............................................................................30
Trustees' Compensation......................................................................................33
THE PROPOSED ACQUISITION OF WARBURG BY CREDIT SUISSE.............................................................34
The New Adviser.............................................................................................34
Terms and Conditions........................................................................................35
The Assignment of the Investment Advisory Agreement.........................................................36
The New Board of Trustees...................................................................................37
Portfolio Managers..........................................................................................40
</TABLE>
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<TABLE>
<S> <C>
Investment Adviser and Co-Administrators....................................................................41
Custodian and Transfer Agent................................................................................41
Distributor ...............................................................................................42
Organization of the Trust...................................................................................42
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION...................................................................43
ADDITIONAL INFORMATION CONCERNING TAXES..........................................................................44
Investment in Passive Foreign Investment Companies..........................................................46
DETERMINATION OF PERFORMANCE.....................................................................................47
INDEPENDENT ACCOUNTANTS AND COUNSEL..............................................................................48
MISCELLANEOUS....................................................................................................48
FINANCIAL STATEMENTS.............................................................................................48
APPENDIX -- DESCRIPTION OF RATINGS..............................................................................A-1
</TABLE>
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<PAGE> 19
INVESTMENT OBJECTIVE AND POLICIES
The following information supplements the description of the
Portfolio's investment objective and policies in the Prospectus. The investment
objective of the Portfolio is maximum capital appreciation. There are no
assurances that the Portfolio will achieve its investment objective.
Unless otherwise indicated, the Portfolio is permitted, but
not obligated, to engage in the following investment strategies, subject to any
percentage limitations set forth below.
The Portfolio is not obligated to pursue any of the following
strategies and do not represent that these techniques are available now or will
be available at any time in the future.
Options, Futures and Currency Exchange Transactions
Securities Options. The Portfolio may write covered call options on stock and
debt securities and the Portfolio may purchase U.S. exchange-traded and
over-the-counter ("OTC") put and call options.
The Portfolio realizes fees (referred to as "premiums") for
granting the rights evidenced by the options it has written. A put option
embodies the right of its purchaser to compel the writer of the option to
purchase from the option holder an underlying security at a specified price for
a specified time period or at a specified time. In contrast, a call option
embodies the right of its purchaser to compel the writer of the option to sell
to the option holder an underlying security at a specified price for a specified
time period or at a specified time.
The potential loss associated with purchasing an option is
limited to the premium paid, and the premium would partially offset any gains
achieved from its use. However, for an option writer the exposure to adverse
price movements in the underlying security or index is potentially unlimited
during the exercise period. Writing securities options may result in substantial
losses to the Portfolio, force the sale or purchase of portfolio securities at
inopportune times or at less advantageous prices, limit the amount of
appreciation the Portfolio could realize on its investments or require the
Portfolio to hold securities it would otherwise sell.
The principal reason for writing covered options on a security
is to attempt to realize, through the receipt of premiums, a greater return than
would be realized on the securities alone. In return for a premium, the
Portfolio as the writer of a covered call option forfeits the right to any
appreciation in the value of the underlying security above the strike price for
the life of the option (or until a closing purchase transaction can be
effected). When the Portfolio writes call options it retains the risk of an
increase in the price of
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the underlying security. The size of the premiums that the Portfolio may receive
may be adversely affected as new or existing institutions, including other
investment companies, engage in or increase their option-writing activities.
If security prices rise, a put writer would generally expect
to profit, although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that the
writer will also profit, because it should be able to close out the option at a
lower price. If security prices decline, the put writer would expect to suffer a
loss. This loss may be less than the loss from purchasing the underlying
instrument directly to the extent that the premium received offsets the effects
of the decline.
In the case of options written by the Portfolio that are
deemed covered by virtue of the Portfolio's holding convertible or exchangeable
preferred stock or debt securities, the time required to convert or exchange and
obtain physical delivery of the underlying common stock with respect to which
the Portfolio has written options may exceed the time within which the Portfolio
must make delivery in accordance with an exercise notice. In these instances,
the Portfolio may purchase or temporarily borrow the underlying securities for
purposes of physical delivery. By so doing, the Portfolio will not bear any
market risk, since the Portfolio will have the absolute right to receive from
the issuer of the underlying security an equal number of shares to replace the
borrowed securities, but the Portfolio may incur additional transaction costs or
interest expenses in connection with any such purchase or borrowing.
Additional risks exist with respect to certain of the
securities for which the Portfolio may write covered call options. For example,
if the Portfolio writes covered call options on mortgage-backed securities, the
mortgage-backed securities that it holds as cover may, because of scheduled
amortization or unscheduled prepayments, cease to be sufficient cover. If this
occurs, the Portfolio will compensate for the decline in the value of the cover
by purchasing an appropriate additional amount of mortgage-backed securities.
Options written by the Portfolio will normally have expiration
dates between one and nine months from the date written. The exercise price of
the options may be below, equal to or above the market values of the underlying
securities at the times the options are written. In the case of call options,
these exercise prices are referred to as "in-the-money," "at-the-money" and
"out-of-the-money," respectively. The Portfolio may write (i) in-the-money call
options when Warburg Pincus Asset Management, Inc., the Portfolio's investment
adviser ("Warburg"), expects that the price of the underlying security will
remain flat or decline moderately during the option period, (ii) at-the-money
call options when Warburg expects that the price of the underlying security will
remain flat or advance moderately during the option period and (iii)
out-of-the-money call options when Warburg expects that the premiums received
from writing the call option plus the appreciation in market price of the
underlying security up to the exercise price will be greater than the
appreciation in the price of the underlying security alone. In any of the
preceding situations, if the market price of the underlying security declines
and the security is sold at this lower price, the amount of any realized loss
will be offset wholly or in part by the premium received. Out-of-the-money,
at-the-money and in-the-money put options (the reverse of call options as to the
relation of exercise price to market price) may be used in the same market
environments that such call options are used in equivalent transactions. To
secure its obligation to deliver the
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<PAGE> 21
underlying security when it writes a call option, the Portfolio will be required
to deposit in escrow the underlying security or other assets in accordance with
the rules of the Options Clearing Corporation (the "Clearing Corporation") and
of the securities exchange on which the option is written.
Prior to their expirations, put and call options may be sold
in closing sale or purchase transactions (sales or purchases by the Portfolio
prior to the exercise of options that it has purchased or, if permissible,
written, respectively, of options of the same series) in which the Portfolio may
realize a profit or loss from the sale. An option position may be closed out
only where there exists a secondary market for an option of the same series on a
recognized securities exchange or in the OTC market. When the Portfolio has
purchased an option and engages in a closing sale transaction, whether the
Portfolio realizes a profit or loss will depend upon whether the amount received
in the closing sale transaction is more or less than the premium the Portfolio
initially paid for the original option plus the related transaction costs.
Similarly, in cases where the Portfolio has written an option, it will realize a
profit if the cost of the closing purchase transaction is less than the premium
received upon writing the original option and will incur a loss if the cost of
the closing purchase transaction exceeds the premium received upon writing the
original option. The Portfolio may engage in a closing purchase transaction to
realize a profit, to prevent an underlying security with respect to which it has
written an option from being called or put or, in the case of a call option, to
unfreeze an underlying security (thereby permitting its sale or the writing of a
new option on the security prior to the outstanding option's expiration). The
obligation of the Portfolio under an option it has written would be terminated
by a closing purchase transaction, but the Portfolio would not be deemed to own
an option as a result of the transaction. So long as the obligation of the
Portfolio as the writer of an option continues, the Portfolio may be assigned an
exercise notice by the broker-dealer through which the option was sold,
requiring the Portfolio to deliver the underlying security against payment of
the exercise price. This obligation terminates when the option expires or the
Portfolio effects a closing purchase transaction. The Portfolio cannot effect a
closing purchase transaction with respect to an option once it has been assigned
an exercise notice.
There is no assurance that sufficient trading interest will
exist to create a liquid secondary market on a securities exchange for any
particular option or at any particular time, and for some options no such
secondary market may exist. A liquid secondary market in an option may cease to
exist for a variety of reasons. In the past, for example, higher than
anticipated trading activity or order flow or other unforeseen events have at
times rendered certain of the facilities of the Clearing Corporation and various
securities exchanges inadequate and resulted in the institution of special
procedures, such as trading rotations, restrictions on certain types of orders
or trading halts or suspensions in one or more options. There can be no
assurance that similar events, or events that may otherwise interfere with the
timely execution of customers' orders, will not recur. In such event, it might
not be possible to effect closing transactions in particular options. Moreover,
the Portfolio's ability to terminate options positions established in the OTC
market may be more limited than for exchange-traded options and may also involve
the risk that securities dealers participating in OTC transactions would fail to
meet their obligations to the Portfolio. The Portfolio, however, intends to
purchase OTC options only from dealers whose debt securities, as determined by
Warburg, are considered to be investment grade. If, as a covered call option
writer, the Portfolio is unable to effect a closing purchase transaction in a
secondary market, it
3
<PAGE> 22
will not be able to sell the underlying security and would continue to be at
market risk on the security.
Securities exchanges generally have established limitations
governing the maximum number of calls and puts of each class which may be held
or written, or exercised within certain time periods by an investor or group of
investors acting in concert (regardless of whether the options are written on
the same or different securities exchanges or are held, written or exercised in
one or more accounts or through one or more brokers). It is possible that the
Trust or the Portfolio and other clients of Warburg and certain of its
affiliates may be considered to be such a group. A securities exchange may order
the liquidation of positions found to be in violation of these limits and it may
impose certain other sanctions. These limits may restrict the number of options
the Portfolio will be able to purchase on a particular security.
Securities Index Options. The Portfolio may purchase and write
exchange-listed and OTC put and call options on securities indexes. A securities
index measures the movement of a certain group of securities by assigning
relative values to the securities included in the index, fluctuating with
changes in the market values of the securities included in the index. Some
securities index options are based on a broad market index, such as the NYSE
Composite Index, or a narrower market index such as the Standard & Poor's 100.
Indexes may also be based on a particular industry or market segment.
Options on securities indexes are similar to options on
securities except that (i) the expiration cycles of securities index options are
monthly, while those of securities options are currently quarterly, and (ii) the
delivery requirements are different. Instead of giving the right to take or make
delivery of securities at a specified price, an option on a securities index
gives the holder the right to receive a cash "exercise settlement amount" equal
to (a) the amount, if any, by which the fixed exercise price of the option
exceeds (in the case of a put) or is less than (in the case of a call) the
closing value of the underlying index on the date of exercise, multiplied by (b)
a fixed "index multiplier." Receipt of this cash amount will depend upon the
closing level of the securities index upon which the option is based being
greater than, in the case of a call, or less than, in the case of a put, the
exercise price of the index and the exercise price of the option times a
specified multiple. The writer of the option is obligated, in return for the
premium received, to make delivery of this amount. Securities index options may
be offset by entering into closing transactions as described above for
securities options.
OTC Options. The Portfolio may purchase OTC or dealer options
or sell covered OTC options. Unlike exchange-listed options where an
intermediary or clearing corporation, such as the Clearing Corporation, assures
that all transactions in such options are properly executed, the responsibility
for performing all transactions with respect to OTC options rests solely with
the writer and the holder of those options. A listed call option writer, for
example, is obligated to deliver the underlying securities to the clearing
organization if the option is exercised, and the clearing organization is then
obligated to pay the writer the exercise price of the option. If the Portfolio
were to purchase a dealer option, however, it would rely on the dealer from whom
it purchased the option to perform if the option were exercised. If the dealer
fails to honor the exercise of the option by the Portfolio, the Portfolio would
lose the premium it paid for the option and the expected benefit of the
transaction.
4
<PAGE> 23
Exchange traded options generally have a continuous liquid
market while OTC or dealer options do not. Consequently, the Portfolio will
generally be able to realize the value of a dealer option it has purchased only
by exercising it or reselling it to the dealer who issued it. Similarly, when
the Portfolio writes a dealer option, it generally will be able to close out the
option prior to its expiration only by entering into a closing purchase
transaction with the dealer to which the Portfolio originally wrote the option.
Although the Portfolio will seek to enter into dealer options only with dealers
who will agree to and that are expected to be capable of entering into closing
transactions with the Portfolio, there can be no assurance that the Portfolio
will be able to liquidate a dealer option at a favorable price at any time prior
to expiration. The inability to enter into a closing transaction may result in
material losses to the Portfolio. Until the Portfolio, as a covered OTC call
option writer, is able to effect a closing purchase transaction, it will not be
able to liquidate securities (or other assets) used to cover the written option
until the option expires or is exercised. This requirement may impair the
Portfolio's ability to sell portfolio securities or, with respect to currency
options, currencies at a time when such sale might be advantageous. In the event
of insolvency of the other party, the Portfolio may be unable to liquidate a
dealer option.
Futures Activities. The Portfolio may enter into foreign
currency, interest rate and securities index futures contracts and purchase and
write (sell) related options traded on exchanges designated by the Commodity
Futures Trading Commission (the "CFTC") or consistent with CFTC regulations on
foreign exchanges. These transactions may be entered into for "bona fide
hedging" purposes as defined in CFTC regulations and other permissible purposes
including hedging against changes in the value of portfolio securities due to
anticipated changes in currency values, interest rates and/or market conditions
and increasing return.
The Portfolio will not enter into futures contracts and
related options for which the aggregate initial margin and premiums (discussed
below) required to establish positions other than those considered to be "bona
fide hedging" by the CFTC exceed 5% of the Portfolio's net asset value after
taking into account unrealized profits and unrealized losses on any such
contracts it has entered into. The Portfolio reserves the right to engage in
transactions involving futures contracts and options on futures contracts to the
extent allowed by CFTC regulations in effect from time to time and in accordance
with the Portfolio's policies. There is no overall limit on the percentage of
Portfolio assets that may be at risk with respect to futures activities.
Futures Contracts. A foreign currency futures contract
provides for the future sale by one party and the purchase by the other party of
a certain amount of a specified non-U.S. currency at a specified price, date,
time and place. An interest rate futures contract provides for the future sale
by one party and the purchase by the other party of a certain amount of a
specific interest rate sensitive financial instrument (debt security) at a
specified price, date, time and place. Securities indexes are capitalization
weighted indexes which reflect the market value of the securities represented in
the indexes. A securities index futures contract is an agreement to be settled
by delivery of an amount of cash equal to a specified multiplier times the
difference between the value of the index at the close of the last trading day
on the contract and the price at which the agreement is made.
5
<PAGE> 24
No consideration is paid or received by the Portfolio upon
entering into a futures contract. Instead, the Portfolio is required to
segregate with its custodian an amount of cash or securities acceptable to the
broker, such as U.S. government securities or other liquid high-grade debt
obligations, equal to approximately 1% to 10% of the contract amount (this
amount is subject to change by the exchange on which the contract is traded, and
brokers may charge a higher amount). This amount is known as "initial margin"
and is in the nature of a performance bond or good faith deposit on the contract
which is returned to the Portfolio upon termination of the futures contract,
assuming all contractual obligations have been satisfied. The broker will have
access to amounts in the margin account if the Portfolio fails to meet its
contractual obligations. Subsequent payments, known as "variation margin," to
and from the broker, will be made daily as the currency, financial instrument or
securities index underlying the futures contract fluctuates, making the long and
short positions in the futures contract more or less valuable, a process known
as "marking-to-market." The Portfolio will also incur brokerage costs in
connection with entering into futures transactions.
At any time prior to the expiration of a futures contract, the
Portfolio may elect to close the position by taking an opposite position, which
will operate to terminate the Portfolio's existing position in the contract.
Positions in futures contracts and options on futures contracts (described
below) may be closed out only on the exchange on which they were entered into
(or through a linked exchange). No secondary market for such contracts exists.
Although the Portfolio may enter into futures contracts only if there is an
active market for such contracts, there is no assurance that an active market
will exist at any particular time. Most futures exchanges limit the amount of
fluctuation permitted in futures contract prices during a single trading day.
Once the daily limit has been reached in a particular contract, no trades may be
made that day at a price beyond that limit or trading may be suspended for
specified periods during the day. It is possible that futures contract prices
could move to the daily limit for several consecutive trading days with little
or no trading, thereby preventing prompt liquidation of futures positions at an
advantageous price and subjecting the Portfolio to substantial losses. In such
event, and in the event of adverse price movements, the Portfolio would be
required to make daily cash payments of variation margin. In such situations, if
the Portfolio had insufficient cash, it might have to sell securities to meet
daily variation margin requirements at a time when it would be disadvantageous
to do so. In addition, if the transaction is entered into for hedging purposes,
in such circumstances the Portfolio may realize a loss on a futures contract or
option that is not offset by an increase in the value of the hedged position.
Losses incurred in futures transactions and the costs of these transactions will
affect the Portfolio's performance.
Options on Futures Contracts. The Portfolio may purchase and
write put and call options on foreign currency, interest rate and stock index
futures contracts and may enter into closing transactions with respect to such
options to terminate existing positions. There is no guarantee that such closing
transactions can be effected; the ability to establish and close out positions
on such options will be subject to the existence of a liquid market.
An option on a currency, interest rate or securities index
futures contract, as contrasted with the direct investment in such a contract,
gives the purchaser the right, in return for the premium paid, to assume a
position in a futures contract at a specified exercise price at any time prior
to the expiration date of the option. The writer of the option is required upon
exercise to assume an offsetting futures position (a short position if the
option is
6
<PAGE> 25
a call and a long position if the option is a put). Upon exercise of
an option, the delivery of the futures position by the writer of the option to
the holder of the option will be accompanied by delivery of the accumulated
balance in the writer's futures margin account, which represents the amount by
which the market price of the futures contract exceeds, in the case of a call,
or is less than, in the case of a put, the exercise price of the option on the
futures contract. The potential loss related to the purchase of an option on a
futures contract is limited to the premium paid for the option (plus transaction
costs). Because the value of the option is fixed at the point of sale, there are
no daily cash payments by the purchaser to reflect changes in the value of the
underlying contract; however, the value of the option does change daily and that
change would be reflected in the net asset value of the Portfolio.
Currency Exchange Transactions. The value in U.S. dollars of
the assets of the Portfolio that are invested in foreign securities may be
affected favorably or unfavorably by changes in exchange control regulations,
and the Portfolio may incur costs in connection with conversion between various
currencies. Currency exchange transactions may be from any non-U.S. currency
into U.S. dollars or into other appropriate currencies. The Portfolio will
conduct its currency exchange transactions (i) on a spot (i.e., cash) basis at
the rate prevailing in the currency exchange market, (ii) through entering into
futures contracts or options on such contracts (as described above), (iii)
through entering into forward contracts to purchase or sell currency or (iv) by
purchasing exchange-traded currency options.
Forward Currency Contracts. A forward currency contract
involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the contract as agreed
upon by the parties, at a price set at the time of the contract. These contracts
are entered into in the interbank market conducted directly between currency
traders (usually large commercial banks and brokers) and their customers.
Forward currency contracts are similar to currency futures contracts, except
that futures contracts are traded on commodities exchanges and are standardized
as to contract size and delivery date.
At or before the maturity of a forward contract, the Portfolio
may either sell a portfolio security and make delivery of the currency, or
retain the security and fully or partially offset its contractual obligation to
deliver the currency by negotiating with its trading partner to enter into an
offsetting transaction. If the Portfolio retains the portfolio security and
engages in an offsetting transaction, the Portfolio, at the time of execution of
the offsetting transaction, will incur a gain or a loss to the extent that
movement has occurred in forward contract prices.
Currency Options. The Portfolio may purchase exchange-traded
put and call options on foreign currencies. Put options convey the right to sell
the underlying currency at a price which is anticipated to be higher than the
spot price of the currency at the time the option is exercised. Call options
convey the right to buy the underlying currency at a price which is expected to
be lower than the spot price of the currency at the time the option is
exercised.
Currency Hedging. The Portfolio's currency hedging will be
limited to hedging involving either specific transactions or portfolio
positions. Transaction hedging is the purchase or sale of forward currency with
respect to specific receivables or payables of the Portfolio generally accruing
in connection with the purchase or sale of its portfolio securities.
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<PAGE> 26
Position hedging is the sale of forward currency with respect to portfolio
security positions. The Portfolio may not position hedge to an extent greater
than the aggregate market value (at the time of entering into the hedge) of the
hedged securities.
A decline in the U.S. dollar value of a foreign currency in
which the Portfolio's securities are denominated will reduce the U.S. dollar
value of the securities, even if their value in the foreign currency remains
constant. The use of currency hedges does not eliminate fluctuations in the
underlying prices of the securities, but it does establish a rate of exchange
that can be achieved in the future. For example, in order to protect against
diminutions in the U.S. dollar value of non-dollar denominated securities it
holds, the Portfolio may purchase foreign currency put options. If the value of
the currency does decline, the Portfolio will have the right to sell the foreign
currency for a fixed amount in dollars and will thereby offset, in whole or in
part, the adverse effect on the U.S. dollar value of its securities that
otherwise would have resulted. Conversely, if a rise in the U.S. dollar value of
a currency in which securities to be acquired are denominated is projected,
thereby potentially increasing the cost of the securities, the Portfolio may
purchase call options on the particular currency. The purchase of these options
could offset, at least partially, the effects of the adverse movements in
exchange rates. The benefit to the Portfolio derived from purchases of currency
options, like the benefit derived from other types of options, will be reduced
by premiums and other transaction costs. Because transactions in currency
exchange are generally conducted on a principal basis, no fees or commissions
are generally involved. Currency hedging involves some of the same risks and
considerations as other transactions with similar instruments. Although currency
hedges limit the risk of loss due to a decline in the value of a hedged
currency, at the same time, they also limit any potential gain that might result
should the value of the currency increase. If a devaluation is generally
anticipated, the Portfolio may not be able to contract to sell a currency at a
price above the devaluation level it anticipates.
While the values of currency futures and options on futures,
forward currency contracts and currency options may be expected to correlate
with exchange rates, they will not reflect other factors that may affect the
value of the Portfolio's investments and a currency hedge may not be entirely
successful in mitigating changes in the value of the Portfolio's investments
denominated in that currency. A currency hedge, for example, should protect a
Yen-denominated bond against a decline in the Yen, but will not protect the
Portfolio against a price decline if the issuer's creditworthiness deteriorates.
Hedging. In addition to entering into options, futures and
currency exchange transactions for other purposes, including generating current
income to offset expenses or increase return, the Portfolio may enter into these
transactions as hedges to reduce investment risk, generally by making an
investment expected to move in the opposite direction of a portfolio position. A
hedge is designed to offset a loss in a portfolio position with a gain in the
hedged position; at the same time, however, a properly correlated hedge will
result in a gain in the portfolio position being offset by a loss in the hedged
position. As a result, the use of options, futures and currency exchange
transactions for hedging purposes could limit any potential gain from an
increase in the value of the position hedged. In addition, the movement in the
portfolio position hedged may not be of the same magnitude as movement in the
hedge. With respect to futures contracts, since the value of portfolio
securities will far exceed the value of the futures contracts sold by the
Portfolio, an increase in the value of the futures
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contracts could only mitigate, but not totally offset, the decline in the value
of the Portfolio's assets.
In hedging transactions based on an index, whether the
Portfolio will realize a gain or loss from the purchase or writing of options on
an index depends upon movements in the level of prices in the securities market
generally or, in the case of certain indexes, in an industry or market segment,
rather than movements in the price of a particular security. The risk of
imperfect correlation increases as the composition of the Portfolio's portfolio
varies from the composition of the index. In an effort to compensate for
imperfect correlation of relative movements in the hedged position and the
hedge, the Portfolio's hedge positions may be in a greater or lesser dollar
amount than the dollar amount of the hedged position. Such "over hedging" or
"under hedging" may adversely affect the Portfolio's net investment results if
market movements are not as anticipated when the hedge is established.
Securities index futures transactions may be subject to additional correlation
risks. First, all participants in the futures market are subject to margin
deposit and maintenance requirements. Rather than meeting additional margin
deposit requirements, investors may close futures contracts through offsetting
transactions which would distort the normal relationship between the securities
index and futures markets. Secondly, from the point of view of speculators, the
deposit requirements in the futures market are less onerous than margin
requirements in the securities market. Therefore, increased participation by
speculators in the futures market also may cause temporary price distortions.
Because of the possibility of price distortions in the futures market and the
imperfect correlation between movements in a securities index and movements in
the price of securities index futures, a correct forecast of general market
trends by Warburg still may not result in a successful hedging transaction.
The Portfolio will engage in hedging transactions only when
deemed advisable by Warburg, and successful use by the Portfolio of hedging
transactions will be subject to Warburg's ability to predict trends in
currencies, interest rates or securities markets, as the case may be, and to
predict correctly movements in the directions of the hedge and the hedged
position and the correlation between them, which predictions could prove to be
inaccurate. This requires different skills and techniques than predicting
changes in the price of individual securities, and there can be no assurance
that the use of these strategies will be successful. Even a well-conceived hedge
may be unsuccessful to some degree because of unexpected market behavior or
trends. Losses incurred in hedging transactions and the costs of these
transactions will affect the Portfolio's performance.
To the extent that the Portfolio engages in the strategies
described above, the Portfolio may experience losses greater than if these
strategies had not been utilized. In addition to the risks described above,
these instruments may be illiquid and/or subject to trading limits, and the
Portfolio may be unable to close out a position without incurring substantial
losses, if at all. The Portfolio is also subject to the risk of a default by a
counterparty to an off-exchange transaction.
Asset Coverage for Forward Contracts, Options, Futures and
Options on Futures. The Portfolio will comply with guidelines established by the
U.S. Securities and Exchange Commission (the "SEC") and other applicable
regulatory bodies with respect to coverage of forward currency contracts;
options written by the Portfolio on securities and securities indexes; and
currency, interest rate and index futures contracts and options on these
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<PAGE> 28
futures contracts. These guidelines may, in certain instances, require
segregation by the Portfolio of cash or liquid securities with its custodian or
a designated sub-custodian to the extent the Portfolio's obligations with
respect to these strategies are not otherwise "covered" through ownership of the
underlying security, financial instrument or currency or by other portfolio
positions or by other means consistent with applicable regulatory policies.
Segregated assets cannot be sold or transferred unless equivalent assets are
substituted in their place or it is no longer necessary to segregate them. As a
result, there is a possibility that segregation of a large percentage of the
Portfolio's assets could impede portfolio management or the Portfolio's ability
to meet redemption requests or other current obligations.
For example, a call option written by the Portfolio on
securities may require the Portfolio to hold the securities subject to the call
(or securities convertible into the securities without additional consideration)
or to segregate assets (as described above) sufficient to purchase and deliver
the securities if the call is exercised. A call option written by the Portfolio
on an index may require the Portfolio to own portfolio securities that correlate
with the index or to segregate assets (as described above) equal to the excess
of the index value over the exercise price on a current basis. A put option
written by the Portfolio may require the Portfolio to segregate assets (as
described above) equal to the exercise price. The Portfolio could purchase a put
option if the strike price of that option is the same or higher than the strike
price of a put option sold by the Portfolio. If the Portfolio holds a futures or
forward contract, the Portfolio could purchase a put option on the same futures
or forward contract with a strike price as high or higher than the price of the
contract held. The Portfolio may enter into fully or partially offsetting
transactions so that its net position, coupled with any segregated assets (equal
to any remaining obligation), equals its net obligation. Asset coverage may be
achieved by other means when consistent with applicable regulatory policies.
Additional Information on Other Investment Practices
Foreign Investments. The portfolio may invest up to 10% of its
total assets in the securities of foreign issuers. Investors should recognize
that investing in foreign companies involves certain risks, including those
discussed below, in addition to those associated with investing in U.S. issuers.
Depositary Receipts. The assets of the Portfolio may be
invested in the securities of foreign issuers in the form of American Depositary
Receipts ("ADRs"), European Depositary Receipts ("EDRs") and International
Depositary Receipts ("IDRs"). These securities may not necessarily be
denominated in the same currency as the securities into which they may be
converted. ADRs are receipts typically issued by a U.S. bank or trust company
which evidence ownership of underlying securities issued by a foreign
corporation. EDRs, which are sometimes referred to as Continental Depositary
Receipts ("CDRs"), are receipts issued in Europe, and IDRs, which are sometimes
referred to as Global Depositary Receipts ("GDRs"), are issued outside the
United States. EDRs (CDRs) and IDRs (GDRs) are typically issued by non-U.S.
banks and trust companies and evidence ownership of either foreign or domestic
securities. Generally, ADRs in registered form are designed for use in U.S.
securities markets and EDRs
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(CDRs) and IDRs (GDRs) in bearer form are designed for use in European and
non-U.S. securities markets, respectively.
Foreign Currency Exchange. Since the Portfolio may invest in
securities denominated in currencies other than the U.S. dollar, and since the
Portfolio may temporarily hold funds in bank deposits or other money market
investments denominated in foreign currencies, the Portfolio's investments in
foreign companies may be affected favorably or unfavorably by exchange control
regulations or changes in the exchange rate between such currencies and the
dollar. A change in the value of a foreign currency relative to the U.S. dollar
will result in a corresponding change in the dollar value of the Portfolio's
assets denominated in that foreign currency. Changes in foreign currency
exchange rates may also affect the value of dividends and interest earned, gains
and losses realized on the sale of securities and net investment income and
gains, if any, to be distributed by the Portfolio with respect to its foreign
investments. The rate of exchange between the U.S. dollar and other currencies
is determined by the forces of supply and demand in the foreign exchange
markets. Changes in the exchange rate may result over time from the interaction
of many factors directly or indirectly affecting economic and political
conditions in the United States and a particular foreign country, including
economic and political developments in other countries. Of particular importance
are rates of inflation, interest rate levels, the balance of payments and the
extent of government surpluses or deficits in the United States and the
particular foreign country, all of which are in turn sensitive to the monetary,
fiscal and trade policies pursued by the governments of the United States and
foreign countries important to international trade and finance. Governmental
intervention may also play a significant role. National governments rarely
voluntarily allow their currencies to float freely in response to economic
forces. Sovereign governments use a variety of techniques, such as intervention
by a country's central bank or imposition of regulatory controls or taxes, to
affect the exchange rates of their currencies. The Portfolio may use hedging
techniques with the objective of protecting against loss through the fluctuation
of the valuation of foreign currencies against the U.S. dollar, particularly the
forward market in foreign exchange, currency options and currency futures.
Euro Conversion. The introduction of a single European
currency, the euro, on January 1, 1999 for participating European nations in the
Economic Monetary Union presents unique risks and uncertainties for investors in
those countries, including (i) the functioning of the payment and operational
systems of banks and other financial institutions; (ii) the creation of suitable
clearing and settlement payment schemes for the euro; (iii) the fluctuation of
the euro relative to non-euro currencies during the transition period from
January 1, 1999 to December 31, 2000 and beyond; and (iv) whether the interest
rate, tax and labor regimes of the European countries participating in the euro
will converge over time. Further, the conversion of the currencies of other
Economic Monetary Union countries, such as the United Kingdom, and the admission
of other countries, including Central and Eastern European countries, to the
Economic Monetary Union could adversely affect the euro. These or other factors
may cause market disruptions and could adversely affect the value of foreign
securities and currencies held by the Portfolio.
Information. The majority of the foreign securities held by
the Portfolio will not be registered with, nor the issuers thereof be subject to
reporting requirements of, the SEC. Accordingly, there may be less publicly
available information about the securities and
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about the foreign company or government issuing them than is available about a
domestic company or government entity. Foreign companies are generally subject
to financial reporting standards, practices and requirements that are either not
uniform or less rigorous than those applicable to U.S. companies.
Political Instability. With respect to some foreign countries,
there is the possibility of expropriation or confiscatory taxation, limitations
on the removal of funds or other assets of the Portfolio, political or social
instability, or domestic developments which could affect U.S. investments in
those and neighboring countries.
Delays. Securities of some foreign companies are less liquid
and their prices are more volatile than securities of comparable U.S. companies.
Certain foreign countries are known to experience long delays between the trade
and settlement dates of securities purchased or sold. Due to the increased
exposure of the Portfolio to market and foreign exchange fluctuations brought
about by such delays, and due to the corresponding negative impact on the
Portfolio's liquidity, the Portfolio will avoid investing in countries which are
known to experience settlement delays which may expose the Portfolio to
unreasonable risk of loss.
Increased Expenses. The operating expenses of the Portfolio,
to the extent it invests in foreign securities, may be higher than that of an
investment company investing exclusively in U.S. securities, since the expenses
of the Portfolio associated with foreign investing, such as custodial costs,
valuation costs and communication costs, are higher than those costs incurred by
other investment companies.
Foreign Debt Securities. The returns on foreign debt
securities reflect interest rates and other market conditions prevailing in
those countries and the effect of gains and losses in the denominated currencies
against the U.S. dollar, which have had a substantial impact on investment in
foreign fixed income securities. The relative performance of various countries'
fixed income markets historically has reflected wide variations relating to the
unique characteristics of each country's economy. Year-to-year fluctuations in
certain markets have been significant, and negative returns have been
experienced in various markets from time to time.
The foreign government securities in which the Portfolio may
invest generally consist of obligations issued or backed by national, state or
provincial governments or similar political subdivisions or central banks in
foreign countries. Foreign government securities also include debt obligations
of supranational entities, which include international organizations designated
or backed by governmental entities to promote economic reconstruction or
development, international banking institutions and related government agencies.
Examples include the International Bank for Reconstruction and Development (the
"World Bank"), the European Coal and Steel Community, the Asian Development Bank
and the InterAmerican Development Bank.
Foreign government securities also include debt securities of
"quasi-governmental agencies" and debt securities denominated in multinational
currency units of an issuer (including supranational issuers). Debt securities
of quasi-governmental agencies are issued by entities owned by either a
national, state or equivalent government or are obligations of a political unit
that is not backed by the national government's full faith and
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credit and general taxing powers. An example of a multinational currency unit is
the European Currency Unit ("ECU"). An ECU represents specified amounts of the
currencies of certain member states of the European Economic Community. The
specific amounts of currencies comprising the ECU may be adjusted by the Council
of Ministers of the European Community to reflect changes in relative values of
the underlying currencies.
Privatizations. The Portfolio may invest in privatizations
(i.e. foreign government programs of selling interests in government-owned or
controlled enterprises). The ability of U.S. entities, such as the Portfolio,
to participate in privatizations may be limited by local law, or the terms for
participation may be less advantageous than for local investors. There can be
no assurance that privatization programs will be available or successful.
Brady Bonds. The Portfolio may invest in so-called "Brady
Bonds," which have been issued by Costa Rica, Mexico, Uruguay and Venezuela and
which may be issued by other Latin American countries. Brady Bonds are issued as
part of a debt restructuring in which the bonds are issued in exchange for cash
and certain of the country's outstanding commercial bank loans. Investors should
recognize that Brady Bonds do not have a long payment history. Brady Bonds may
be collateralized or uncollateralized, are issued in various currencies
(primarily the U.S. dollar) and are actively traded in the over-the-counter
("OTC") secondary market for debt of Latin American issuers. In light of the
history of commercial bank loan defaults by Latin American public and private
entities, investments in Brady Bonds may be viewed as speculative.
General. Individual foreign economies may differ favorably or
unfavorably from the U.S. economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency, and
balance of payments positions. The Portfolio may invest in securities of foreign
governments (or agencies or instrumentalities thereof), and many, if not all, of
the foregoing considerations apply to such investments as well.
U.S. Government Securities. The Portfolio may invest in debt
obligations of varying maturities issued or guaranteed by the United States
government, its agencies or instrumentalities ("U.S. Government Securities").
Direct obligations of the U.S. Treasury include a variety of securities that
differ in their interest rates, maturities and dates of issuance. U.S.
Government Securities also include securities issued or guaranteed by the
Federal Housing Administration, Farmers Home Loan Administration, Export-Import
Bank of the United States, Small Business Administration, Government National
Mortgage Association, General Services Administration, Central Bank for
Cooperatives, Federal Farm Credit Banks, Federal Home Loan Banks, Federal Home
Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal Land
Banks, Federal National Mortgage Association, Federal Maritime Administration,
Tennessee Valley Authority, District of Columbia Armory Board and Student Loan
Marketing Association. Each Portfolio may also invest in instruments that are
supported by the right of the issuer to borrow from the U.S. Treasury and
instruments that are supported by the credit of the instrumentality. Because the
U.S. government is not obligated by law to provide support to an instrumentality
it sponsors, the Portfolio will invest in obligations issued by such an
instrumentality only if Warburg determines that the credit risk
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with respect to the instrumentality does not make its securities unsuitable for
investment by the Portfolio.
Money Market Obligations. The Portfolio is authorized to
invest, under normal market conditions, up to 20% of its total assets in
domestic and foreign short-term (one year or less remaining to maturity) and
medium-term (five years or less remaining to maturity) money market obligations
and for temporary defensive purposes may invest in these securities without
limit. These instruments consist of obligations issued or guaranteed by the U.S.
government or a foreign government, their agencies or instrumentalities; bank
obligations (including certificates of deposit, time deposits and bankers'
acceptances of domestic or foreign banks, domestic savings and loans and similar
institutions) that are high quality investments or, if unrated, deemed by
Warburg to be high quality investments; commercial paper rated no lower than A-2
by Standard & Poor's Ratings Services ("S&P") or Prime-2 by Moody's Investors
Service, Inc. ("Moody's") or the equivalent from another major rating service
or, if unrated, of an issuer having an outstanding, unsecured debt issue then
rated within the three highest rating categories; and repurchase agreements with
respect to the foregoing.
Repurchase Agreements. The Portfolio may invest in repurchase
agreement transactions with member banks of the Federal Reserve System and
certain non-bank dealers. Repurchase agreements are contracts under which the
buyer of a security simultaneously commits to resell the security to the seller
at an agreed-upon price and date. Under the terms of a typical repurchase
agreement, the Portfolio would acquire any underlying security for a relatively
short period (usually not more than one week) subject to an obligation of the
seller to repurchase, and the Portfolio to resell, the obligation at an
agreed-upon price and time, thereby determining the yield during the Portfolio's
holding period. This arrangement results in a fixed rate of return that is not
subject to market fluctuations during the Portfolio's holding period. The value
of the underlying securities will at all times be at least equal to the total
amount of the purchase obligation, including interest. The Portfolio bears a
risk of loss in the event that the other party to a repurchase agreement
defaults on its obligations or becomes bankrupt and the Portfolio is delayed or
prevented from exercising its right to dispose of the collateral securities,
including the risk of a possible decline in the value of the underlying
securities during the period in which the Portfolio seeks to assert this right.
Warburg, acting under the supervision of the Trust's Board of Trustees (the
"Board"), monitors the creditworthiness of those bank and non-bank dealers with
which the Portfolio enters into repurchase agreements to evaluate this risk. A
repurchase agreement is considered to be a loan under the Investment Company Act
of 1940, as amended (the "1940 Act").
Money Market Mutual Funds. Where Warburg believes that it
would be beneficial to the Portfolio and appropriate considering the factors of
return and liquidity, the Portfolio may invest up to 5% of its assets in
securities of money market mutual funds that are unaffiliated with the Portfolio
or Warburg. A money market mutual fund is an investment company that invests in
short-term high quality money market instruments. A money market mutual fund
generally does not purchase securities with a remaining maturity of more than
one year. As a shareholder in any mutual fund, the Portfolio will bear its
ratable share of the mutual fund's expenses, including management
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fees, and will remain subject to payment of the Portfolio's management fees and
other expenses with respect to assets so invested.
Convertible Securities. Convertible securities in which the
Portfolio may invest, including both convertible debt and convertible preferred
stock, may be converted at either a stated price or stated rate into underlying
shares of common stock. Because of this feature, convertible securities enable
an investor to benefit from increases in the market price of the underlying
common stock. Convertible securities provide higher yields than the underlying
equity securities, but generally offer lower yields than non-convertible
securities of similar quality. The value of convertible securities fluctuates in
relation to changes in interest rates like bonds and, in addition, fluctuates in
relation to the underlying common stock. Subsequent to purchase by the
Portfolio, convertible securities may cease to be rated or a rating may be
reduced below the minimum required for purchase by the Portfolio. Neither event
will require sale of such securities, although Warburg will consider such event
in its determination of whether the Portfolio should continue to hold the
securities.
Structured Securities. The Portfolio may purchase any type of
publicly traded or privately negotiated fixed income security, including
mortgage-backed securities; structured notes, bonds or debentures; and
assignments of and participations in loans.
Mortgage-Backed Securities. The Portfolio may invest in
mortgage-backed securities, such as those issued by the Government National
Mortgage Association ("GNMA"), Federal National Mortgage Association ("FNMA"),
Federal Home Loan Mortgage Corporation ("FHLMC") or certain foreign issuers.
Mortgage-backed securities represent direct or indirect participations in, or
are secured by and payable from, mortgage loans secured by real property. The
mortgages backing these securities include, among other mortgage instruments,
conventional 30-year fixed-rate mortgages, 15-year fixed-rate mortgages,
graduated payment mortgages and adjustable rate mortgages. The government or the
issuing agency typically guarantees the payment of interest and principal of
these securities. However, the guarantees do not extend to the securities' yield
or value, which are likely to vary inversely with fluctuations in interest
rates, nor do the guarantees extend to the yield or value of the Portfolio's
shares. These securities generally are "pass-through" instruments, through which
the holders receive a share of all interest and principal payments from the
mortgages underlying the securities, net of certain fees.
Yields on pass-through securities are typically quoted by
investment dealers and vendors based on the maturity of the underlying
instruments and the associated average life assumption. The average life of
pass-through pools varies with the maturities of the underlying mortgage loans.
A pool's term may be shortened by unscheduled or early payments of principal on
the underlying mortgages. The occurrence of mortgage prepayments is affected by
various factors, including the level of interest rates, general economic
conditions, the location, scheduled maturity and age of the mortgage and other
social and demographic conditions. Because prepayment rates of individual pools
vary widely, it is not possible to predict accurately the average life of a
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particular pool. For pools of fixed-rate 30-year mortgages, a common industry
practice in the U.S. has been to assume that prepayments will result in a
12-year average life. At present, pools, particularly those with loans with
other maturities or different characteristics, are priced on an assumption of
average life determined for each pool. In periods of falling interest rates, the
rate of prepayment tends to increase, thereby shortening the actual average life
of a pool of mortgage-related securities. Conversely, in periods of rising rates
the rate of prepayment tends to decrease, thereby lengthening the actual average
life of the pool. However, these effects may not be present, or may differ in
degree, if the mortgage loans in the pools have adjustable interest rates or
other special payment terms, such as a prepayment charge. Actual prepayment
experience may cause the yield of mortgage-backed securities to differ from the
assumed average life yield. Reinvestment of prepayments may occur at higher or
lower interest rates than the original investment, thus affecting the
Portfolio's yield.
The rate of interest on mortgage-backed securities is lower
than the interest rates paid on the mortgages included in the underlying pool
due to the annual fees paid to the servicer of the mortgage pool for passing
through monthly payments to certificate holders and to any guarantor, such as
GNMA, and due to any yield retained by the issuer. Actual yield to the holder
may vary from the coupon rate, even if adjustable, if the mortgage-backed
securities are purchased or traded in the secondary market at a premium or
discount. In addition, there is normally some delay between the time the issuer
receives mortgage payments from the servicer and the time the issuer makes the
payments on the mortgage-backed securities, and this delay reduces the effective
yield to the holder of such securities.
Asset-Backed Securities. The Portfolio may invest in
asset-backed securities, which represent participations in, or are secured by
and payable from, assets such as motor vehicle installment sales, installment
loan contracts, leases of various types of real and personal property and
receivables from revolving credit (credit card) agreements. Such assets are
securitized through the use of trusts and special purpose corporations. Payments
or distributions of principal and interest may be guaranteed up to certain
amounts and for a certain time period by a letter of credit or a pool insurance
policy issued by a financial institution unaffiliated with the trust or
corporation.
Asset-backed securities present certain risks that are not
presented by other securities in which the Portfolio may invest. Automobile
receivables generally are secured by automobiles. Most issuers of automobile
receivables permit the loan servicers to retain possession of the underlying
obligations. If the servicer were to sell these obligations to another party,
there is a risk that the purchaser would acquire an interest superior to that of
the holders of the asset-backed securities. In addition, because of the large
number of vehicles involved in a typical issuance and technical requirements
under state laws, the trustee for the holders of the automobile receivables may
not have a proper security interest in the underlying automobiles. Therefore,
there is the possibility that recoveries on repossessed collateral may not, in
some cases, be available to support payments on these securities. Credit card
receivables are generally unsecured, and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, many of which
give such debtors the right to set off certain amounts owed on the
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credit cards, thereby reducing the balance due. In addition, there is no
assurance that the security interest in the collateral can be realized.
Structured Notes, Bonds or Debentures. Typically, the value of
the principal and/or interest on these instruments is determined by reference to
changes in the value of specific currencies, interest rates, commodities,
indexes or other financial indicators (the "Reference") or the relevant change
in two or more References. The interest rate or the principal amount payable
upon maturity or redemption may be increased or decreased depending upon changes
in the applicable Reference. The terms of the structured securities may provide
that in certain circumstances no principal is due at maturity and, therefore,
may result in the loss of the Portfolio's entire investment. The value of
structured securities may move in the same or the opposite direction as the
value of the Reference, so that appreciation of the Reference may produce an
increase or decrease in the interest rate or value of the security at maturity.
In addition, the change in interest rate or the value of the security at
maturity may be a multiple of the change in the value of the Reference so that
the security may be more or less volatile than the Reference, depending on the
multiple. Consequently, structured securities may entail a greater degree of
market risk and volatility than other types of debt obligations.
Assignments and Participations. The Portfolio may invest in
assignments of and participations in loans issued by banks and other financial
institutions.
When the Portfolio purchases assignments from lending
financial institutions, the Portfolio will acquire direct rights against the
borrower on the loan. However, since assignments are generally arranged through
private negotiations between potential assignees and potential assignors, the
rights and obligations acquired by the Portfolio as the purchaser of an
assignment may differ from, and be more limited than, those held by the
assigning lender.
Participations in loans will typically result in the Portfolio
having a contractual relationship with the lending financial institution, not
the borrower. The Portfolio would have the right to receive payments of
principal, interest and any fees to which it is entitled only from the lender of
the payments from the borrower. In connection with purchasing a participation,
the Portfolio generally will have no right to enforce compliance by the borrower
with the terms of the loan agreement relating to the loan, nor any rights of
set-off against the borrower, and the Portfolio may not benefit directly from
any collateral supporting the loan in which it has purchased a participation. As
a result, the Portfolio will assume the credit risk of both the borrower and the
lender selling the participation. In the event of the insolvency of the lender
selling the participation, the Portfolio may be treated as a general creditor of
the lender and may not benefit from any set-off between the lender and the
borrower.
The Portfolio may have difficulty disposing of assignments and
participations because there is no liquid market for such securities. The lack
of a liquid secondary market will have an adverse impact on the value of such
securities and on the Portfolio's ability to dispose of particular assignments
or participations when necessary to meet the Portfolio's liquidity needs or in
response to a specific economic event, such as a
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deterioration in the creditworthiness of the borrower. The lack of a liquid
market for assignments and participations also may make it more difficult for
the Portfolio to assign a value to these securities for purposes of valuing the
Portfolio's investment portfolio and calculating its net asset value.
The Portfolio may invest in fixed and floating rate loans
("Loans") arranged through private negotiations between a foreign government (a
"Borrower") and one or more financial institutions ("Lenders"). The majority of
the Portfolio's investments in Loans are expected to be in the form of
participations in Loans ("Participations") and assignments of portions of Loans
from third parties ("Assignments"). Participations typically will result in the
Portfolio having a contractual relationship only with the Lender, not with the
Borrower. The Portfolio will have the right to receive payments of principal,
interest and any fees to which it is entitled only from the Lender selling the
Participation and only upon receipt by the Lender of the payments from the
Borrower. In connection with purchasing Participations, the Portfolio generally
will have no right to enforce compliance by the Borrower with the terms of the
loan agreement relating to the Loan, nor any rights of set-off against the
Borrower, and the Portfolio may not directly benefit from any collateral
supporting the Loan in which it has purchased the Participation. As a result,
the Portfolio will assume the credit risk of both the Borrower and the Lender
that is selling the Participation. In the event of the insolvency of the Lender
selling a Participation, the Portfolio may be treated as a general creditor of
the Lender and may not benefit from any set-off between the Lender and the
Borrower. The Portfolio will acquire Participations only if the Lender
interpositioned between the Portfolio and the Borrower is determined by Warburg
to be creditworthy.
When the Portfolio purchases Assignments from Lenders, the
Portfolio will acquire direct rights against the Borrower on the Loan. However,
since Assignments are generally arranged through private negotiations between
potential assignees and potential assignors, the rights and obligations acquired
by the Portfolio as the purchaser of an Assignment may differ from, and be more
limited than, those held by the assigning Lender.
There are risks involved in investing in Participations and
Assignments. The Portfolio may have difficulty disposing of them because there
is no liquid market for such securities. The lack of a liquid secondary market
will have an adverse impact on the value of such securities and on the
Portfolio's ability to dispose of particular Participations or Assignments when
necessary to meet the Portfolio's liquidity needs or in response to a specific
economic event, such as a deterioration in the creditworthiness of the Borrower.
The lack of a liquid market for Participations and Assignments also may make it
more difficult for the Portfolio to assign a value to these securities for
purposes of valuing the Portfolio's investment portfolio and calculating its net
asset value.
Debt Securities. The Portfolio may invest up to 20% of its
total assets in debt securities (other than money market obligations). The
Portfolio may also invest to a limited extent in zero coupon bonds, which may
result in taxable income to shareholders in the Portfolio. Debt obligations of
corporations in which the Portfolio may invest
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include corporate bonds, debentures and notes. Debt securities convertible into
common stock and certain preferred stocks may have risks similar to those
described below. The interest income to be derived may be considered as one
factor in selecting debt securities for investment by Warburg. Because the
market value of debt obligations can be expected to vary inversely to changes in
prevailing interest rates, investing in debt obligations may provide an
opportunity for capital appreciation when interest rates are expected to
decline. The success of such a strategy is dependent upon Warburg's ability to
accurately forecast changes in interest rates. The market value of debt
obligations may also be expected to vary depending upon, among other factors,
the ability of the issuer to repay principal and interest, any change in
investment rating and general economic conditions.
A security will be deemed to be investment grade if it is
rated within the four highest grades by Moody's or S&P or, if unrated, is
determined to be of comparable quality by Warburg. Bonds rated in the fourth
highest grade may have speculative characteristics and changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
to make principal and interest payments than is the case with higher grade
bonds. The Portfolio's holdings of debt securities rated below investment grade
(commonly referred to as "junk bonds") may be rated as low as C by Moody's or D
by S&P at the time of purchase, or may be unrated securities considered to be of
equivalent quality. Securities that are rated C by Moody's comprise the lowest
rated class and can be regarded as having extremely poor prospects of ever
attaining any real investment standing. Debt rated D by S&P is in default or is
expected to default upon maturity or payment date. Subsequent to its purchase by
the Portfolio, an issue of securities may cease to be rated or its rating may be
reduced below the minimum required for purchase by the Portfolio. Neither event
will require sale of such securities, although Warburg will consider such event
in its determination of whether the Portfolio should continue to hold the
securities. Any percentage limitation on the Portfolio's ability to invest in
debt securities will not be applicable during periods when the Portfolio pursues
a temporary defensive strategy as discussed below.
When Warburg believes that a defensive posture is warranted,
the Portfolio may invest temporarily without limit in investment grade debt
obligations and in domestic and foreign money market obligations, including
repurchase agreements.
Below Investment Grade Securities. The Portfolio may invest up
to 5% of its total assets in securities rated below investment grade, including
convertible debt securities. While the market values of below investment grade
securities tend to react less to fluctuations in interest rate levels than do
those of investment grade securities, the market values of certain of these
securities also tend to be more sensitive to individual corporate developments
and changes in economic conditions than investment grade securities. In
addition, below investment grade securities generally present a higher degree of
credit risk. Issuers of below investment grade securities are often highly
leveraged and may not have more traditional methods of financing available to
them so that their ability to service their obligations during an economic
downturn or during sustained periods of rising interest rates may be impaired.
The risk of loss due to default by such issuers is significantly greater because
below investment grade securities generally are unsecured and frequently are
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subordinated to the prior payment of senior indebtedness.
The market for below investment grade securities is relatively
new and has not weathered a major economic recession. Any such recession could
disrupt severely the market for such securities and may adversely affect the
value of such securities and the ability of the issuers of such securities to
repay principal and pay interest thereon.
The Portfolio may have difficulty disposing of certain of
these securities because there may be a thin trading market. Because there is no
established retail secondary market for many of these securities, the Portfolio
anticipates that these securities could be sold only to a limited number of
dealers or institutional investors. To the extent a secondary trading market for
these securities does exist, it generally is not as liquid as the secondary
market for higher-rated securities. The lack of a liquid secondary market, as
well as adverse publicity and investor perception with respect to these
securities, may have an adverse impact on market price and the Portfolio's
ability to dispose of particular issues when necessary to meet the Portfolio's
liquidity needs or in response to a specific economic event such as a
deterioration in the creditworthiness of the issuer. The lack of a liquid
secondary market for certain securities also may make it more difficult for the
Portfolio to obtain accurate market quotations for purposes of valuing the
Portfolio and calculating its net asset value.
The market value of below investment grade securities is more
volatile than that of investment grade securities. Factors adversely impacting
the market value of these securities will adversely impact the Portfolio's net
asset value. The Portfolio will rely on the judgment, analysis and experience of
Warburg in evaluating the creditworthiness of an issuer. In this evaluation,
Warburg will take into consideration, among other things, the issuer's financial
resources, its sensitivity to economic conditions and trends, its operating
history, the quality of the issuer's management and regulatory matters.
Normally, below investment grade securities are not intended for short-term
investment. The Portfolio may incur additional expenses to the extent it is
required to seek recovery upon a default in the payment of principal or interest
on its portfolio holdings of such securities.
Securities of Other Investment Companies. The Portfolio may
invest in securities of other investment companies to the extent permitted under
the Investment Company Act of 1940, as amended (the "1940 Act"). Presently,
under the 1940 Act, the Portfolio may hold securities of another investment
company in amounts which (i) do not exceed 3% of the total outstanding voting
stock of such company, (ii) do not exceed 5% of the value of the Portfolio's
total assets and (iii) when added to all other investment company securities
held by the Portfolio, do not exceed 10% of the value of the Portfolio's total
assets.
Lending of Portfolio Securities. The Portfolio may lend
portfolio securities to brokers, dealers and other financial organizations that
meet capital and other credit requirements or other criteria established by the
Trust's Board of Trustees (the "Board"). These loans, if and when made, may not
exceed 33 1/3% of the Portfolio's total assets taken at value (including the
loan collateral). The Portfolio will not lend portfolio securities to Warburg or
its affiliates unless it has applied for and received specific authority to do
so from the SEC. Loans of portfolio securities will be collateralized by cash or
liquid securities which are segregated at all times in an amount equal to at
least 100% of the current market value of the loaned securities. Any gain or
loss in the market price of the securities loaned
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that might occur during the term of the loan would be for the account of the
Portfolio involved. From time to time, the Portfolio may return a part of the
interest earned from the investment of collateral received for securities loaned
to the borrower and/or a third party that is unaffiliated with the Portfolio and
that is acting as a "finder."
By lending its securities, the Portfolio can increase its
income by continuing to receive interest and any dividends on the loaned
securities as well as by either investing the collateral received for securities
loaned in short-term instruments or obtaining yield in the form of interest paid
by the borrower when U.S. Government Securities are used as collateral. Although
the generation of income is not an investment objective of the Portfolio, income
received could be used to pay the Portfolio's expenses and would increase an
investor's total return. The Portfolio will adhere to the following conditions
whenever its portfolio securities are loaned: (i) the Portfolio must receive at
least 100% cash collateral or equivalent securities of the type discussed in the
preceding paragraph from the borrower; (ii) the borrower must increase such
collateral whenever the market value of the securities rises above the level of
such collateral; (iii) the Portfolio must be able to terminate the loan at any
time; (iv) the Portfolio must receive reasonable interest on the loan, as well
as any dividends, interest or other distributions on the loaned securities and
any increase in market value; (v) the Portfolio may pay only reasonable
custodian fees in connection with the loan; and (vi) voting rights on the loaned
securities may pass to the borrower, provided, however, that if a material event
adversely affecting the investment occurs, the Board must terminate the loan and
regain the right to vote the securities. Loan agreements involve certain risks
in the event of default or insolvency of the other party including possible
delays or restrictions upon the Portfolio's ability to recover the loaned
securities or dispose of the collateral for the loan.
When-Issued Securities and Delayed-Delivery Transactions. The
Portfolio may utilize up to 20% of its total assets to purchase securities on a
"when-issued" basis or purchase or sell securities for delayed delivery (i.e.,
payment or delivery occur beyond the normal settlement date at a stated price
and yield). The Portfolio will enter into a when-issued transaction for the
purpose of acquiring portfolio securities and not for the purpose of leverage,
but may sell the securities before the settlement date if Warburg deems it
advantageous to do so. The payment obligation and the interest rate that will be
received on when-issued securities are fixed at the time the buyer enters into
the commitment. Due to fluctuations in the value of securities purchased or sold
on a when-issued or delayed-delivery basis, the prices obtained on such
securities may be higher or lower than the prices available in the market on the
dates when the investments are actually delivered to the buyers.
When the Portfolio agrees to purchase when-issued or
delayed-delivery securities, its custodian will set aside cash or liquid
securities 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 Portfolio may be required subsequently to segregate additional assets
in order to ensure that the value of the segregated assets remains equal to the
amount of the Portfolio's commitment. It may be expected that the Portfolio'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. When
the Portfolio engages in when-issued or delayed-delivery transactions, it relies
on the other party to consummate the trade. Failure of
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the seller to do so may result in the Portfolio's incurring a loss or missing an
opportunity to obtain a price considered to be advantageous.
Reverse Repurchase Agreements and Dollar Rolls. The Portfolio
may enter into reverse repurchase agreements member banks of the Federal Reserve
System and certain non-bank dealers. Reverse repurchase agreements involve the
sale of securities held by the Portfolio pursuant to its agreement to repurchase
them at a mutually agreed upon date, price and rate of interest. At the time the
Portfolio enters into a reverse repurchase agreement, it will segregate cash or
liquid securities having a value not less than the repurchase price (including
accrued interest). The segregated assets will be marked-to-market daily and
additional assets will be segregated on any day in which the assets fall below
the repurchase price (plus accrued interest). The Portfolio's liquidity and
ability to manage its assets might be affected when it sets aside cash or
portfolio securities to cover such commitments. Reverse repurchase agreements
involve the risk that the market value of the securities retained in lieu of
sale may decline below the price of the securities the Portfolio has sold but is
obligated to repurchase. In the event the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent, such buyer or
its trustee or receiver may receive an extension of time to determine whether to
enforce the Portfolio's obligation to repurchase the securities, and the
Portfolio's use of the proceeds of the reverse repurchase agreement may
effectively be restricted pending such decision.
The Portfolio also may enter into "dollar rolls," in which the
Portfolio sells fixed-income securities for delivery in the current month and
simultaneously contracts to repurchase similar but not identical (same type,
coupon and maturity) securities on a specified future date. During the roll
period, the Portfolio would forego principal and interest paid on such
securities. The Portfolio would be compensated by the difference between the
current sales price and the forward price for the future purchase, as well as by
the interest earned on the cash proceeds of the initial sale. At the time the
Portfolio enters into a dollar roll transaction, it will segregate with an
approved custodian cash or liquid securities having a value not less than the
repurchase price (including accrued interest) and will subsequently monitor the
segregated assets to ensure that their value is maintained. Reverse repurchase
agreements and dollar rolls that are accounted for as financings are considered
to be borrowings under the 1940 Act.
Warrants. The Portfolio may invest up to 10% of net assets in
warrants. Warrants are securities that give the holder the right, but not the
obligation to purchase equity issues of the company issuing the warrants, or a
related company, at a fixed price either on a date certain or during a set
period. The Portfolio may invest in warrants to purchase newly created equity
securities consisting of common and preferred stock. The equity security
underlying a warrant is authorized at the time the warrant is issued or is
issued together with the warrant.
Investing in warrants can provide a greater potential for
profit or loss than an equivalent investment in the underlying security, and,
thus, can be a speculative investment. At the time of issue, the cost of a
warrant is substantially less than the cost of the underlying security itself,
and price movements in the underlying security are generally magnified in the
price movements of the warrant. This leveraging effect enables the investor to
gain exposure to the underlying security with a relatively low capital
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investment. This leveraging increases an investor's risk, however, in the event
of a decline in the value of the underlying security and can result in a
complete loss of the amount invested in the warrant. In addition, the price of a
warrant tends to be more volatile than, and may not correlate exactly to, the
price of the underlying security. If the market price of the underlying security
is below the exercise price of the warrant on its expiration date, the warrant
will generally expire without value. The value of a warrant may decline because
of a decline in the value of the underlying security, the passage of time,
changes in interest rates or in the dividend or other policies of the company
whose equity underlies the warrant or a change in the perception as to the
future price of the underlying security, or any combination thereof. Warrants
generally pay no dividends and confer no voting or other rights other than to
purchase the underlying security.
Non-Publicly Traded and Illiquid Securities. The Portfolio may
invest up to 10% of its total assets in illiquid securities, including
securities that are illiquid by virtue of the absence of a readily available
market, repurchase agreements which have a maturity of longer than seven days,
time deposits maturing in more than seven days and certain Rule 144A Securities
(as defined below). Securities that have legal or contractual restrictions on
resale but have a readily available market are not considered illiquid for
purposes of this limitation. Repurchase agreements subject to demand are deemed
to have a maturity equal to the notice period.
Historically, illiquid securities have included securities
subject to contractual or legal restrictions on resale because they have not
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), securities which are otherwise not readily marketable and repurchase
agreements having a maturity of longer than seven days. Securities which have
not been registered under the Securities Act are referred to as private
placements or restricted securities and are purchased directly from the issuer
or in the secondary market. Companies whose securities are not publicly traded
may not be subject to the disclosure and other investor protection requirements
applicable to companies whose securities are publicly traded. Limitations on
resale may have an adverse effect on the marketability of portfolio securities
and a mutual fund might be unable to dispose of restricted or other illiquid
securities promptly or at reasonable prices and might thereby experience
difficulty satisfying redemptions within seven days without borrowing. A mutual
fund might also have to register such restricted securities in order to dispose
of them resulting in additional expense and delay. Adverse market conditions
could impede such a public offering of securities.
In recent years, however, a large institutional market has
developed for certain securities that are not registered under the Securities
Act including repurchase agreements, commercial paper, foreign securities,
municipal securities and corporate bonds and notes. Institutional investors
depend on an efficient institutional market in which the unregistered security
can be readily resold or on an issuer's ability to honor a demand for repayment.
The fact that there are contractual or legal restrictions on resale to the
general public or to certain institutions may not be indicative of the liquidity
of such investments.
Rule 144A Securities. Rule 144A under the Securities Act
adopted by the SEC allows for a broader institutional trading market for
securities otherwise subject to restriction on resale to the general public.
Rule 144A establishes a "safe harbor" from the registration requirements of the
Securities Act for resales of certain securities to qualified institutional
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buyers. Warburg anticipates that the market for certain restricted securities
such as institutional commercial paper will expand further as a result of this
regulation and use of automated systems for the trading, clearance and
settlement of unregistered securities of domestic and foreign issuers, such as
the PORTAL System sponsored by the National Association of Securities Dealers,
Inc.
An investment in Rule 144A Securities will be considered
illiquid and therefore subject to the Portfolio's limit on the purchase of
illiquid securities unless the Board or its delegates determines that the Rule
144A Securities are liquid. In reaching liquidity decisions, the Board or its
delegates may consider, inter alia, the following factors: (i) the unregistered
nature of the security; (ii) the frequency of trades and quotes for the
security; (iii) the number of dealers wishing to purchase or sell the security
and the number of other potential purchasers; (iv) dealer undertakings to make a
market in the security and (v) the nature of the security and the nature of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers and the mechanics of the transfer).
Borrowing. The Portfolio may borrow up to 10% of its total
assets for temporary or emergency purposes, including to meet portfolio
redemption requests so as to permit the orderly disposition of portfolio
securities or to facilitate settlement transactions on portfolio securities.
Investments (including roll-overs) will not be made when borrowings exceed 5% of
the Portfolio's total assets. Although the principal of such borrowings will be
fixed, the Portfolio's assets may change in value during the time the borrowing
is outstanding. The Portfolio expects that some of its borrowings may be made on
a secured basis. In such situations, either the custodian will segregate the
pledged assets for the benefit of the lender or arrangements will be made with a
suitable sub-custodian, which may include the lender.
Non-Diversified Status The Portfolio is classified as
non-diversified within the meaning of the 1940 Act, which means that the
Portfolio is not limited by such Act in the proportion of its assets that it may
invest in securities of a single issuer. The Portfolio's investments will be
limited, however, in order to qualify as a "regulated investment company" for
purposes of the Internal Revenue Code of 1986, as amended (the "Code"). To
qualify, the Portfolio will comply with certain requirements, including limiting
its investments so that at the close of each quarter of the taxable year (i) not
more than 25% of the market value of its total assets will be invested in the
securities of a single issuer, and (ii) with respect to 50% of the market value
of its total assets, not more than 5% of the market value of its total assets
will be invested in the securities of a single issuer and the Portfolio will not
own more than 10% of the outstanding voting securities of a single issuer.
REITs. The Portfolio may invest in real estate investment
trusts ("REITs"), which are pooled investment vehicles that invest primarily in
income-producing real estate or real estate related loans or interests. Like
regulated investment companies such as the Portfolio, REITs are not taxed on
income distributed to shareholders provided they comply with several
requirements of the Code. By investing in a REIT, the Portfolio will indirectly
bear its proportionate share of any expenses paid by the REIT in addition to the
expenses of the Portfolio.
Investing in REITs involves certain risks. A REIT may be
affected by changes in the value of the underlying property owned by such REIT
or by the quality of
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any credit extended by the REIT. REITs are dependent on management skills, are
not diversified (except to the extent the Code requires), and are subject to the
risks of financing projects. REITs are subject to heavy cash flow dependency,
default by borrowers, self-liquidation, the possibilities of failing to qualify
for the exemption from tax for distributed income under the Code and failing to
maintain exemptions from the 1940 Act. REITs are also subject to interest rate
risks.
Small Capitalization and Emerging Growth Companies; Unseasoned
Issuers. Investments in small- and medium- sized and emerging growth companies
and companies with continuous operations of less than three years ("unseasoned
issuers"), which may include foreign securities involve considerations that are
not applicable to investing in securities of established, larger-capitalization
issuers, including reduced and less reliable information about issuers and
markets, less stringent financial disclosure requirements, illiquidity of
securities and markets, higher brokerage commissions and fees and greater market
risk in general. In addition, securities of these companies may involve greater
risks since these securities may have limited marketability and, thus, may be
more volatile.
"Special situation companies" are involved in an actual or
prospective acquisition or consolidation; reorganization; recapitalization;
merger, liquidation or distribution of cash, securities or other assets; a
tender or exchange offer; a breakup or workout of a holding company; or
litigation which, if resolved favorably, would improve the value of the
company's stock. If the actual or prospective situation does not materialize as
anticipated, the market price of the securities of a "special situation company"
may decline significantly. Warburg believes, however, that if it analyzes
"special situation companies" carefully and invests in the securities of these
companies at the appropriate time, the Portfolio may achieve capital growth.
There can be no assurance, however, that a special situation that exists at the
time of an investment will be consummated under the terms and within the time
period contemplated.
Other Investment Limitations
The investment limitations numbered 1 through 9 may not be
changed without the affirmative vote of the holders of a majority of the
Portfolio's outstanding shares. Such majority is defined as the lesser of (i)
67% or more of the shares present at the meeting, if the holders of more than
50% of the outstanding shares of the Portfolio are present or represented by
proxy, or (ii) more than 50% of the outstanding shares. Investment limitations
10 through 13 may be changed by a vote of the Board at any time.
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The Portfolio may not:
1. Borrow money or issue senior securities except that
the Portfolio may (a) borrow from banks for temporary or emergency purposes, and
not for leveraging, and then in amounts not in excess of 10% of the value of the
Portfolio's total assets at the time of such borrowing and (b) enter into
futures contracts; or mortgage, pledge or hypothecate any assets except in
connection with any bank borrowing and in amounts not in excess of the lesser of
the dollar amounts borrowed or 10% of the value of the Portfolio's total assets
at the time of such borrowing. Whenever borrowings described in (a) exceed 5% of
the value of the Portfolio's total assets, the Portfolio will not make any
additional investments (including roll-overs). For purposes of this restriction,
(a) the deposit of assets in escrow in connection with the purchase of
securities on a when-issued or delayed-delivery basis and (b) collateral
arrangements with respect to initial or variation margin for futures contracts
will not be deemed to be pledges of the Portfolio's assets.
2. Purchase any securities which would cause 25% or
more of the value of the Portfolio'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 U.S. Government Securities.
3. Make loans, except that the Portfolio may purchase
or hold publicly distributed fixed-income securities, lend portfolio securities
and enter into repurchase agreements.
4. Underwrite any securities issued by others except to
the extent that the investment in restricted securities and the purchase of
fixed-income securities directly from the issuer thereof in accordance with the
Portfolio's investment objective, policies and limitations may be deemed to be
underwriting.
5. Purchase or sell real estate, real estate investment
trust securities, real estate limited partnerships, and distributed commodities
contracts or invest in oil, gas or mineral exploration or development programs,
except that the Portfolio may invest in (a) fixed-income securities secured by
real estate, mortgages or interests therein, (b) securities of companies that
invest in or sponsor oil, gas or mineral exploration or development programs and
(c) futures contracts and related options.
6. Make short sales of securities or maintain a short
position.
7. Purchase, write or sell puts, calls, straddles,
spreads or combinations thereof, except that the Portfolio may (a) purchase put
and call options on securities, (b) write covered call options on securities,
(c) purchase and write put and call options on stock indices and (d) enter into
options on futures contracts.
8. Purchase securities of other investment companies
except in connection with a merger, consolidation, acquisition, reorganization
or offer of exchange or as otherwise permitted under the 1940 Act.
9. Purchase securities on margin, except that the
Portfolio may obtain any short-term credits necessary for the clearance of
purchases and sales of securities. For
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purposes of this restriction, the deposit or payment of initial or variation
margin in connection with futures contracts or related options will not be
deemed to be a purchase of securities on margin.
10. Invest more than 10% of the value of the Portfolio's
total 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 shall be considered illiquid securities.
11. Invest more than 10% of the value of the Portfolio's
total assets in time deposits maturing in more than seven calendar days.
12. Invest in warrants (other than warrants acquired by
the Portfolio as part of a unit or attached to securities at the time of
purchase) if, as a result, the investments (valued at the lower of cost or
market) would exceed 10% of the value of the Portfolio's net assets.
13. Invest in oil, gas or mineral leases.
General. If a percentage limitation (other than the percentage
limitation set forth in investment restriction No. 1 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 Portfolio's assets will not constitute a violation of such restriction.
Portfolio Valuation
The following is a description of the procedures used by the
Portfolio in valuing its assets.
Securities listed on a U.S. securities exchange (including
securities traded through the Nasdaq National Market System) or foreign
securities exchange or traded in an OTC market will be valued at the most recent
sale as of the time the valuation is made or, in the absence of sales, at the
mean between the highest bid and lowest asked quotations. If there are no such
quotations, the value of the securities will be taken to be the most recent bid
quotation on the exchange or market. Options contracts will be valued similarly.
Futures contracts will be valued at the most recent settlement price at the time
of valuation. A security which is listed or traded on more than one exchange is
valued at the quotation on the exchange determined to be the primary market for
such security. The valuation of short sales of securities, which are not traded
on a national exchange, will be at the mean of bid and asked prices. Amortized
cost involves valuing a portfolio instrument at its initial cost and thereafter
assuming a constant amortization to maturity of an discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument. Short-term obligations with maturities of 60 days or less are
valued at amortized cost, which constitutes fair value as determined by the
Board. Amortized cost involves valuing a portfolio instrument at its initial
cost 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. The amortized cost method of valuation may also be used
with respect to other debt obligations with 60 days or less remaining to
maturity. Notwithstanding the foregoing, in
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determining the market value of portfolio investments, the Portfolio may employ
outside organizations (each, a "Pricing Service") which may use a matrix formula
or other objective method that takes into consideration market indexes,
matrices, yield curves and other specific adjustments. The procedures of Pricing
Services are reviewed periodically by the officers of the Trust under the
general supervision and responsibility of the Board, which may replace a Pricing
Service at any time. Securities, options, futures contracts and other assets for
which market quotations are not available will be valued at their fair value as
determined in good faith pursuant to consistently applied procedures established
by the Board. In addition, the Board or its delegates may value a security at
fair value if it determines that such security's value determined by the
methodology set forth above does not reflect its fair value.
Trading in securities in certain foreign countries is
completed at various times prior to the close of business on each business day
in New York (i.e., a day on which The New York Stock Exchange, Inc. (the "NYSE")
is open for trading). In addition, securities trading in a particular country or
countries may not take place on all business days in New York. Furthermore,
trading takes place in various foreign markets on days which are not business
days in New York and days on which the Portfolio's net asset value is not
calculated. As a result, calculation of the Portfolio's net asset value may not
take place contemporaneously with the determination of the prices of certain
foreign portfolio securities used in such calculation. All assets and
liabilities initially expressed in foreign currency values will be converted
into U.S. dollar values at the prevailing rate as quoted by a Pricing Service as
of 12:00 noon (Eastern time). If such quotations are not available, the rate of
exchange will be determined in good faith pursuant to consistently applied
procedures established by the Board.
Portfolio Transactions
Warburg is responsible for establishing, reviewing and, where
necessary, modifying the Portfolio's investment program to achieve its
investment objective. Purchases and sales of newly issued portfolio securities
are usually principal transactions without brokerage commissions effected
directly with the issuer or with an underwriter acting as principal. Other
purchases and sales may be effected on a securities exchange or
over-the-counter, depending on where it appears that the best price or execution
will be obtained. The purchase price paid by the Portfolio to underwriters of
newly issued securities usually includes a concession paid by the issuer to the
underwriter, and purchases of securities from dealers, acting as either
principals or agents in the after market, are normally executed at a price
between the bid and asked price, which includes a dealer's mark-up or mark-down.
Transactions on U.S. stock exchanges and some foreign stock exchanges involve
the payment of negotiated brokerage commissions. On exchanges on which
commissions are negotiated, the cost of transactions may vary among different
brokers. On most foreign exchanges, commissions are generally fixed. There is
generally no stated commission in the case of securities traded in domestic or
foreign OTC markets, but the price of securities traded in OTC markets includes
an undisclosed commission or mark-up. U.S. Government Securities are generally
purchased from underwriters or dealers, although certain newly issued U.S.
Government Securities may be purchased directly from the U.S. Treasury or from
the issuing agency or instrumentality.
Warburg will select specific portfolio investments and effect
transactions for the Portfolio and in doing so seeks to obtain the overall best
execution of portfolio transactions.
28
<PAGE> 47
In evaluating prices and executions, Warburg will consider the factors it deems
relevant, which may include the breadth of the market in the security, the price
of the security, the financial condition and execution capability of a broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. Warburg may, in its discretion, effect
transactions in portfolio securities with dealers who provide brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Portfolio and/or other accounts over which Warburg
exercises investment discretion. Warburg may place portfolio transactions with a
broker or dealer with whom it has negotiated a commission that is in excess of
the commission another broker or dealer would have charged for effecting the
transaction if Warburg determines in good faith that such amount of commission
was reasonable in relation to the value of such brokerage and research services
provided by such broker or dealer viewed in terms of either that particular
transaction or of the overall responsibilities of Warburg. Research and other
services received may be useful to Warburg in serving both the Portfolio and its
other clients and, conversely, research or other services obtained by the
placement of business of other clients may be useful to Warburg in carrying out
its obligations to the Portfolio. Research may include furnishing advice, either
directly or through publications or writings, as to the value of securities, the
advisability of purchasing or selling specific securities and the availability
of securities or purchasers or sellers of securities; furnishing seminars,
information, analyses and reports concerning issuers, industries, securities,
trading markets and methods, legislative developments, changes in accounting
practices, economic factors and trends and portfolio strategy; access to
research analysts, corporate management personnel, industry experts, economists
and government officials; comparative performance evaluation and technical
measurement services and quotation services; and products and other services
(such as third party publications, reports and analyses, and computer and
electronic access, equipment, software, information and accessories that
deliver, process or otherwise utilize information, including the research
described above) that assist Warburg in carrying out its responsibilities.
Research received from brokers or dealers is supplemental to Warburg's own
research program. The fees to Warburg under its advisory agreements with the
Trust are not reduced by reason of its receiving any brokerage and research
services.
Because the Portfolio has not yet commenced operations as of
the date of this Statement of Additional Information, no brokerage commissions
have been paid by the Portfolio.
Investment decisions for the Portfolio concerning specific
portfolio securities are made independently from those for other clients advised
by Warburg. Such other investment clients may invest in the same securities as
the Portfolio. 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 Warburg believes to be equitable to each client, including the
Portfolio. In some instances, this investment procedure may adversely affect the
price paid or received by the Portfolio or the size of the position obtained or
sold for the Portfolio. To the extent permitted by law, securities to be sold or
purchased for the Portfolio may be aggregated with those to be sold or purchased
for such other investment clients in order to obtain best execution.
29
<PAGE> 48
Any portfolio transaction for the Portfolio may be executed
through Counsellors Securities Inc. ("Counsellors Securities"), the Trust's
distributor and a wholly-owned subsidiary of Warburg, if, in Warburg's judgment,
the use of Counsellors Securities is likely to result in price and execution at
least as favorable as those of other qualified brokers, and if, in the
transaction, Counsellors Securities charges the Portfolio a commission rate
consistent with those charged by Counsellors Securities to comparable
unaffiliated customers in similar transactions. All transactions with affiliated
brokers will comply with Rule 17e-1 under the 1940 Act. No portfolio
transactions have been executed through Counsellors Securities since the
commencement of the Portfolio's operations. In no instance will portfolio
securities be purchased from or sold to Warburg or Counsellors Securities or any
affiliated person of such companies.
Transactions for the Portfolio may be effected on foreign
securities exchanges. In transactions for securities not actively traded on a
foreign securities exchange, the Portfolio will deal directly with the dealers
who make a market in the securities involved, except in those circumstances
where better prices and execution are available elsewhere. Such dealers usually
are acting as principal for their own account. On occasion, securities may be
purchased directly from the issuer. Such portfolio securities are generally
traded on a net basis and do not normally involve brokerage commissions.
Securities firms may receive brokerage commissions on certain portfolio
transactions, including options, futures and options on futures transactions and
the purchase and sale of underlying securities upon exercise of options.
The Portfolio may participate, if and when practicable, in
bidding for the purchase of securities for the Portfolio's portfolio directly
from an issuer in order to take advantage of the lower purchase price available
to members of such a group. The Portfolio will engage in this practice, however,
only when Warburg, in its sole discretion, believes such practice to be
otherwise in the Portfolio's interest.
Portfolio Turnover
The Portfolio does not intend to seek profits through
short-term trading, but the rate of turnover will not be a limiting factor when
the Portfolio deems it desirable to sell or purchase securities. The Portfolio's
portfolio turnover rate is calculated by dividing the lesser of purchases or
sales of its portfolio securities for the year by the monthly average value of
the portfolio securities. Securities with remaining maturities of one year or
less at the date of acquisition are excluded from the calculation.
Certain practices that may be employed by the Portfolio could
result in high portfolio turnover. For example, options on securities may be
sold in anticipation of a decline in the price of the underlying security
(market decline) or purchased in anticipation of a rise in the price of the
underlying security (market rise) and later sold. To the extent that its
portfolio is traded for the short-term, the Portfolio will be engaged
essentially in trading activities based on short-term considerations affecting
the value of an issuer's stock instead of long-term investments based on
fundamental valuation of securities. Because of this policy, portfolio
securities may be sold without regard to the length of time for which they have
been held. Consequently, the annual portfolio turnover rate of the Portfolio may
be higher than mutual funds having similar objectives that do not utilize these
strategies.
30
<PAGE> 49
MANAGEMENT OF THE TRUST
Officers and Board of Trustees
The business and affairs of the Trust are managed by the Board
of Trustees in accordance with the laws of the Commonwealth of Massachusetts.
The Board elects officers who are responsible for the day-to-day operations of
the Trust and who execute policies authorized by the Board. Under the Trust's
Declaration of Trust, the Board may classify or reclassify any unissued shares
of the Trust 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 its
shares into one or more series and, without shareholder approval, may increase
the number of authorized shares of the Trust.
The names (and ages) of the Trust's Trustees and officers,
their addresses, present positions and principal occupations during the past
five years and other affiliations are set forth below. Shareholders of the Trust
are considering certain changes to the composition of the Board related to the
acquisition of Warburg by the Credit Suisse Group. See "The Proposed Acquisition
of Warburg by Credit Suisse" below.
<TABLE>
<S> <C>
Richard N. Cooper (64)* Trustee
Harvard University Professor at Harvard University; National Intelligence
1737 Cambridge Street Council from June 1995 until January 1997; Director or
Cambridge, Massachusetts 02138 Trustee of Circuit City Stores, Inc. (Retail electronics
and appliances) and Phoenix Home Life Mutual Insurance
Company; Director/Trustee of other investment companies in
the Warburg Pincus family of funds.
Jack W. Fritz (71) Trustee
2425 North Fish Creek Road Private investor; Consultant and Director of Fritz
P.O. Box 483 Broadcasting, Inc. and Fritz Communications (developers and
Wilson, Wyoming 83014 operators of radio stations); Director of Advo, Inc.
(direct mail advertising); Director/Trustee of other
investment companies in the Warburg Pincus family of funds.
</TABLE>
- -----------
* Indicates Trustee who is an "interested person" of the Trust as defined in the
1940 Act.
31
<PAGE> 50
<TABLE>
<S> <C>
John L. Furth* (68) Chairman of the Board
466 Lexington Avenue Chairman of the Board and Managing Director of Warburg;
York, New York 10017-3147 Associated with Warburg since 1970; Director of Counsellors
Securities; Chairman of the Board of other investment New
companies in the Warburg Pincus family of funds.
Jeffrey E. Garten (52) Trustee
Box 208200 Dean of Yale School of Management and William S. Beinecke
Connecticut 06520-8200 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 in the New Haven,
Warburg Pincus family of funds.
Thomas A. Melfe (67) Trustee
1251 Avenue of the Americas Partner in the law firm Piper & Marbury, L.L.P.; Partner in
29th Floor the law firm of Donovan Leisure Newton & Irvine from April
York, New York 10020-1104 1984 to April 1998; Chairman of the Board, Municipal Fund
for New York Investors, Inc.; Director/Trustee of other New
investment companies in the Warburg Pincus family of funds.
Arnold M. Reichman* (50) Trustee
466 Lexington Avenue Managing Director and Chief Operating Officer of Warburg;
New York 10017-3147 Director of The RBB Fund, Inc.; Associated with Warburg
since 1984; Officer of Counsellors Securities;
Director/Trustee of other investment companies in the New York,
Warburg Pincus family of funds.
</TABLE>
- ------------
* Indicates a Trustee who is an "interested person" of the Trust as defined in
the 1940 Act.
32
<PAGE> 51
<TABLE>
<S> <C>
Alexander B. Trowbridge (69) Trustee
1317 F Street, N.W., 5th Floor Currently retired; 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), IRI
International (energy services), The Rouse Company (real
estate development), Harris Corp. (electronics and
communications equipment), The Gillette Co. (personal care
products) and Sunoco, Inc. (petroleum refining and
marketing); Director/Trustee of other investment companies
in the Warburg Pincus family of funds.
Eugene L. Podsiadlo (42) President
466 Lexington Avenue Managing Director of Warburg; Associated with Warburg since
New York, New York 10017-3147 1991; Officer of Counsellors Securities and other
investment companies in the Warburg Pincus family of funds.
Steven B. Plump (40) Executive Vice President
466 Lexington Avenue Senior Vice President of Warburg; Associated with Warburg
New York, New York 10017-3147 since 1995; Associated with Chemical Investment Services
and its affiliates from 1993 until 1995. Officer of
Counsellors Securities and other investment companies in
the Warburg Pincus family of funds.
Stephen Distler (45) Vice President
466 Lexington Avenue Managing Director of Warburg; Associated with Warburg since
New York, New York 10017-3147 1984; Officer of Counsellors Securities and other
investment companies in the Warburg Pincus family of funds.
Lynn Martin (46) Vice President
466 Lexington Avenue Managing Director of Warburg; Associated with Warburg since
New York, NY 10017-3147 1992; Officer of other investment companies in the Warburg
Pincus family of funds.
</TABLE>
33
<PAGE> 52
<TABLE>
<S> <C>
Janna Manes, Esq. (31) Vice President and Secretary
466 Lexington Avenue Vice President, Secretary and General Counsel of Warburg;
New York, New York 10017-3147 Associated with Warburg since 1996; Associated with the law
firm of Willkie Farr & Gallagher from 1993 to 1996; Officer
of other investment companies in the Warburg Pincus family
of funds.
Howard Conroy, CPA (45) Vice President and Chief Financial Officer
466 Lexington Avenue Vice President of Warburg; Associated with Warburg since
New York, New York 10017-3147 1992; Officer of other investment companies in the Warburg
Pincus family of funds.
Daniel S. Madden, CPA (33) Treasurer and Chief Accounting Officer
466 Lexington Avenue Vice President of Warburg; Associated with Warburg since
New York, New York 10017-3147 1995; Associated with BlackRock Financial Management, Inc. from
September 1994 to October 1996; Associated with BEA Associates
from April 1993 to September 1994; Officer of other investment
companies in the Warburg Pincus family of funds.
Stuart J. Cohen, Esq. (30) Assistant Secretary
466 Lexington Avenue Vice President of Warburg; Associated with Warburg since 1997;
New York, New York 10017-3147 Associated with the law firm of Gordon Altman Butowsky Weitzen
Shalov & Wein from 1995 to 1997; Officer of other investment
companies in the Warburg Pincus family of funds.
</TABLE>
No employee of Warburg, PFPC Inc., the Trust's
co-administrator ("PFPC"), or any of their affiliates receives any compensation
from the Trust for acting as an officer or Trustee of the Trust. Each Trustee
who is not a director, trustee, officer or employee of Warburg, PFPC or any of
their affiliates receives an annual fee of $500 for his services as Trustee,
$250 for each meeting of the Board attended and $400 for each Audit Committee
meeting attended, and is reimbursed for expenses incurred in connection with his
attendance at Board meetings.
Trustees' Compensation
(for the fiscal year ended December 31, 1998)
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<PAGE> 53
<TABLE>
<CAPTION>
Total Compensation from
Total all Investment Companies
Compensation from in Warburg Pincus
Name of Trustee Trust Fund Complex*
- ----------------------------------------- -------------------------- -----------------------------
<S> <C> <C>
John L. Furth** None None
Arnold M. Reichman** None None
Richard N. Cooper $2,150 $56,600
Donald J. Donahue**** $475 $13,525
Jack W. Fritz $2,400 $63,100
Jeffrey E. Garten*** $1,925 $49,325
Thomas A. Melfe $2,400 $60,700
Alexander B. Trowbridge $2,250 $64,000
</TABLE>
- --------------------------
* Each Trustee also serves as a Director or Trustee of 39 investment
companies advised by Warburg, except for Mr. Melfe, who also serves as a
Director or Trustee of 22 investment companies in the Warburg Pincus
family of funds.
** Mr. Furth and Mr. Reichman receive compensation as affiliates of
Warburg, and, accordingly, receive no compensation from the Trust or any
other investment company in the Warburg Pincus family of funds.
*** Mr. Garten became a Trustee of the Trust effective February 6, 1998.
**** Mr. Donahue resigned as a Trustee of the Trust effective February 6,
1998.
As of April 30, 1999, no Trustees or officers of the Trust owned any of
the outstanding shares of the Portfolio.
THE PROPOSED ACQUISITION OF WARBURG BY CREDIT SUISSE
The New Adviser
On February 15, 1999, the parent companies of Warburg entered
into a Merger Agreement and Plan of Reorganization (the "Merger Agreement") with
Credit Suisse Group ("Credit Suisse"). Under the terms of the Merger Agreement,
Credit Suisse will acquire the direct parent company of Warburg (the
"Acquisition"). Upon consummation of the Acquisition, Credit Suisse intends to
combine Warburg with Credit Suisse's existing U.S. asset management business
(the "Reorganization"), and such combined businesses are expected to be
conducted by a single indirect wholly-owned U.S. subsidiary of Credit Suisse,
which would be organized as a limited liability company (the "New Adviser").
Following consummation of the Reorganization, the New Adviser would act as the
investment adviser to the Portfolio, as further described below. It is currently
anticipated that the New Adviser will operate under the name "Credit Suisse
Asset Management, LLC". However, it is possible that the Acquisition will be
consummated but that the Reorganization will be delayed or ultimately not
35
<PAGE> 54
consummated, in which case Warburg (under Credit Suisse ownership) would
continue to act as the investment adviser to the Portfolio until such time (if
ever) as the Reorganization is consummated. The Acquisition and the
Reorganization are together referred to herein as the "Merger". Upon completion
of the Reorganization, the headquarters of the New Adviser will be in New York;
until completion of the Reorganization, the headquarters of Warburg are expected
to remain in New York.
Credit Suisse is a global financial services company,
providing a comprehensive range of banking and insurance products. Active on
every continent and in all major financial centers, Credit Suisse comprises five
business units -- Credit Suisse Asset Management ("CSAM") (asset management);
Credit Suisse First Boston (investment banking); Credit Suisse Private Banking
(private banking); Credit Suisse (retail banking); and Winterthur (insurance).
Credit Suisse has approximately $680 billion of global assets under management
and employs approximately 62,000 people worldwide. The principal business
address of Credit Suisse is Paradeplatz 8, CH 8070, Zurich, Switzerland.
CSAM is the institutional asset management and mutual fund arm
of Credit Suisse. CSAM employs approximately 1,600 people worldwide and has
global assets under management of approximately $210 billion in multiple product
services, including equities, fixed income, derivatives and balanced portfolios.
The principal business address of CSAM is Uetlibergstrasse 231, CH 8045, Zurich,
Switzerland.
CSAM's U.S. asset management business, formerly known as BEA
Associates, changed its name to CSAM in January 1999 to more accurately reflect
its integration into Credit Suisse Asset Management and, together with its
predecessor firms, has been engaged in the investment advisory business for over
60 years. In the U.S., CSAM is an investment manager for corporate and state
pension funds, endowments and other institutions and has assets under management
of approximately $35 billion. The principal business address of CSAM's U.S.
operations is 153 East 53rd Street, New York, New York 10022.
William W. Priest will be the Chief Executive Officer of the
New Adviser. It is anticipated that the directors of the New Adviser will be
Philip Ryan, Agnes Reicke, Hal Liebes and Michael Guarasci, each of whom is
currently an executive officer of Credit Suisse and/or its affiliates. The
business address for Mr. Ryan is Beaufort House, 15 St. Botolph Street, London
EC3A 7JJ England. The business address for Ms. Reicke is Uetlibergstrasse 231,
CH 8045, Zurich, Switzerland. The business address for Messrs. Liebes and
Guarasci is 153 East 53rd Street, New York, New York 10022. The New Adviser will
also have an operating committee consisting of senior investment professionals
drawn from the combined resources of Warburg and CSAM.
Terms and Conditions
Under the Merger Agreement, Credit Suisse will pay up to $650
million to Warburg, Pincus Counsellors G.P. ("Counsellors") for Warburg in a
combination of cash and Credit Suisse common stock, which includes an initial
$450 million payable at closing
36
<PAGE> 55
and additional contingent consideration of up to $200 million payable over three
years. Counsellors, 70% of which is owned by Warburg, Pincus & Co. and 30% of
which is owned by certain employees of Warburg, is the indirect owner of
Warburg.
The Acquisition is subject to a number of conditions,
including (but not limited to) the absence of any judgment or injunction
preventing the Acquisition, or any governmental litigation challenging the
Acquisition or seeking damages in connection therewith or private litigation
that is reasonably likely to succeed on the merits, and the continued accuracy
of the representations and warranties contained in the Merger Agreement; the
consent to the "assignment" of the advisory agreements resulting from the
Acquisition by Warburg advisory clients whose advisory contracts provide for the
management of at least $18 billion of assets (excluding for such purpose
fluctuations in market value of assets under management subsequent to December
31, 1998) and $13.5 billion of assets (including all fluctuations in market
value); the approval of the governing Board and shareholders of each fund
managed by Warburg having more than $10 million of net assets of new investment
advisory agreements with the New Adviser; no more than 25% of the Directors of
any fund managed by Warburg being "interested persons" (as defined in the 1940
Act) of Counsellors, Credit Suisse or their respective affiliates; the
contemporaneous consummation of the Private Equity Investment (as described
below); Credit Suisse having been granted a perpetual, world-wide, royalty-free
license to use the "Warburg Pincus" name in the asset management sector of the
financial services industry; and all necessary regulatory approvals. Each of the
foregoing conditions may be waived in whole or in part in connection with the
consummation of the Acquisition. The Acquisition is expected to close in
mid-1999, although there is no assurance that it will be consummated.
Counsellors and Warburg Pincus Asset Management Holdings,
Inc., the parent company of Warburg, have agreed to use their reasonable best
efforts to assure, prior to the closing of the Acquisition, the satisfaction of
the conditions set forth in Section 15(f) of the 1940 Act with respect to each
Fund. In addition, the Merger Agreement provides that, as of the closing of the
Acquisition, the Board of each fund managed by Warburg shall be composed of
eight Directors consisting of one Director selected by Counsellors who is an
officer of the parent company of Warburg (who shall be the Vice-Chairman of the
Board of such Fund), one Director selected by Credit Suisse, who is an officer
of Credit Suisse or one of its subsidiaries (who shall be Chairman of the Board
of such Fund) and six Directors who are not "interested persons" of Counsellors,
Credit Suisse or their respective affiliates within the meaning of the 1940 Act.
In addition to acquiring Warburg, Credit Suisse also has
agreed to acquire an interest in the private equity business of Warburg, Pincus
& Co., the current ultimate parent company of Warburg. Credit Suisse has agreed
to purchase a 19.9% passive minority stake in Warburg, Pincus & Co.'s private
equity business (the "Private Equity Investment"). Warburg, Pincus & Co. manages
over $7 billion in private equity investments, with an additional $5 billion of
committed capital available for investment.
Each of Messrs. John L. Furth and Arnold M. Reichman, current
Trustees of the Trust, is a partner of Counsellors and of Warburg, Pincus & Co.,
the current
37
<PAGE> 56
ultimate parent company of Warburg, and will share in the purchase prices
received by Counsellors and Warburg, Pincus & Co. from Credit Suisse in
connection with the Acquisition and the Private Equity Investment, respectively.
The Assignment of the Investment Advisory Agreement
The Acquisition and the Reorganization are expected to be
consummated simultaneously. In such event, consummation of the Merger would
constitute a single "assignment," as that term is defined in the 1940 Act, of
the Portfolio's Advisory Agreement with Warburg. As required by the 1940 Act,
the Advisory Agreement provides for its automatic termination in the event of
its assignment. In anticipation of the Merger, a new investment advisory
agreement (the "New Advisory Agreement") between the Portfolio and the New
Adviser was approved by the Board of Trustees and the initial shareholder of the
Portfolio to take effect upon consummation of the Acquisition and
Reorganization. However, if the Acquisition is consummated but the
Reorganization is delayed or not ultimately consummated, the New Advisory
Agreement would take effect between the Portfolio and Warburg (under Credit
Suisse ownership) upon consummation of the Acquisition, and would remain in
effect with Warburg until such time (if ever) as the Reorganization is
consummated.
In the event that the Acquisition and the Reorganization are
not simultaneously consummated, upon consummation of the Reorganization, the New
Advisory Agreement would be transferred to the New Adviser as part of the
combination of the businesses of Warburg and Credit Suisse's existing U.S. asset
management business, and the New Adviser thereafter would act as the investment
adviser to the Portfolio pursuant to such New Advisory Agreement. If not
consummated simultaneously with the Acquisition, consummation of the
Reorganization could be deemed to constitute a second "assignment" of the
Portfolio's investment advisory agreement (which would result in its automatic
termination, as discussed above).
In connection with the Acquisition and Reorganization, a
notice of a special meeting of shareholders to be held on May 21, 1999 (the
"Special Meeting"), a proxy statement and proxy cards were sent on or about
March 26, 1999 to current shareholders of funds managed by Warburg including the
other portfolios of the Trust. Items to be considered at the Special Meeting
include: (1) the approval or disapproval of a new advisory agreement between
each of the other portfolios of the Trust and the New Adviser and (2) the
election of Directors/Trustees of the Trust.
The initial shareholder of the Portfolio has approved the New
Advisory Agreement with the New Adviser to take effect upon consummation of the
Reorganization (if consummated) in the event that the Reorganization is
consummated after consummation of the Acquisition. Approval by shareholders of
the Portfolio following the public offering of the Portfolio's shares will not
be sought and shareholders of the Portfolio will not be entitled to vote on the
New Advisory Agreement or the election of Trustees.
The New Board of Trustees
38
<PAGE> 57
Warburg intends to rely on Section 15(f) of the 1940 Act,
which provides a non-exclusive safe harbor for an investment adviser to an
investment company or any of the investment adviser's affiliated persons (as
defined under the 1940 Act) to receive any amount or benefit in connection with
a change in control of the investment adviser so long as two conditions are met.
First, for a period of three years after the Acquisition, at least 75% of the
board members of the investment company must not be "interested persons" of the
investment company's investment adviser or its predecessor adviser. On or prior
to the consummation of the Acquisition, the Trust's Board of Trustees, assuming
the election of the nominees that shareholders of the other portfolios of the
Trust are being asked to elect at the Special Meeting, would be in compliance
with this provision of Section 15(f). Second, an "unfair burden" must not be
imposed upon the investment company as a result of such transaction or any
express or implied terms, conditions or understandings applicable thereto. The
term "unfair burden" is defined in Section 15(f) to include any arrangement
during the two-year period after the transaction whereby the investment adviser,
or any interested person of any such adviser, receives or is entitled to receive
any compensation, directly or indirectly, from the investment company or its
shareholders (other than fees for bona fide investment advisory or other
services) or from any other person in connection with the purchase or sale of
securities or other property to, from or on behalf of the investment company
(other than bona fide ordinary compensation as principal underwriter for such
investment company). No such compensation agreements are contemplated in
connection with the Merger. Warburg and Credit Suisse have undertaken to pay the
costs of preparing and distributing proxy materials to, and of holding the
Special Meetings as well as other direct fees and expenses incurred by funds
managed by Warburg in connection with the Merger, including the fees and
expenses of legal counsel to the funds and the non-interested directors.
Upon the closing of the Acquisition, assuming the election of the
nominees that shareholders of the other portfolios of the Trust are being asked
to elect at the Special Meeting, Messrs. Cooper, Furth and Melfe will resign as
Trustees of the Trust and the following persons will serve as the Trust's Board
of Trustees:
<TABLE>
<S> <C>
Richard H. Francis (65) Trustee
40 Grosvenor Road Currently retired; Executive Vice President and Chief
Short Hills, New Jersey 07078 Financial Officer of Pan Am Corporation and Pan American
World Airways, Inc. from 1988 to 1991; Director of one
other investment company advised by CSAM; Director of The
Infinity Mutual Funds, BISYS Group Incorporated.
</TABLE>
39
<PAGE> 58
<TABLE>
<S> <C>
Jack W. Fritz (71) Trustee
2425 North Fish Creek Road Private investor; Consultant and Director of Fritz
P.O. Box 483 Broadcasting, Inc. and Fritz Communications (developers and
Wilson, Wyoming 83014 operators of radio stations); Director of Advo, Inc.
(direct mail advertising); Director/Trustee of other
investment companies in the Warburg Pincus family of funds.
Jeffrey E. Garten (52) Trustee
Box 208200 Dean of Yale School of Management and William S. Beinecke
New Haven, Connecticut 06520-8200 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 in the
Warburg Pincus family of funds.
James S. Pasman, Jr. (68) Trustee
29 The Trillium Currently retired; President and Chief Operating Officer of
Pittsburgh, Pennsylvania 15238 National InterGroup, Inc. from April 1989 to March 1991;
Chairman of Permian Oil Co. from April 1989 to March 1991;
Director of two other investment companies advised by CSAM;
Director of Education Management Corp., Tyco International
Ltd.; Trustee, BT Insurance Funds Trust.
William W. Priest* (56) Trustee
c/o Credit Suisse Asset Management Chairman- Management Committee, Chief Executive Officer and
153 East 53rd Street Executive Director of CSAM (U.S.) since 1990; Director of
New York, New York 10022 TIG Holdings, Inc.; Director of other investment companies
advised by CSAM.
</TABLE>
- ------------
* Indicates a Trustee who is an "interested person" of the Trust as defined in
the 1940 Act.
40
<PAGE> 59
<TABLE>
<S> <C>
Steven N. Rappaport (49) Trustee
c/o Loanet, Inc. President of Loanet, Inc. since 1997; Executive Vice
153 East 53rd Street, President of Loanet, Inc. from 1994 to 1997; Director,
Suite 5500 President, North American Operations, and former Executive
New York, New York 10022 Vice President from 1992 to 1993 of Worldwide Operations of
Metallurg Inc.; Executive Vice President, Telerate, Inc.
from 1987 to 1992; Partner in the law firm of Hartman &
Craven until 1987; Director of other investment companies
advised by CSAM.
Arnold M. Reichman* (50) Trustee
466 Lexington Avenue Managing Director and Chief Operating Officer of Warburg;
New York, New York 10017-3147 Director of The RBB Fund, Inc.; Associated with Warburg
since 1984; Officer of Counsellors Securities;
Director/Trustee of other investment companies in the
Warburg Pincus family of funds.
Alexander B. Trowbridge (69) Trustee
1317 F Street, N.W., 5th Floor Currently retired; 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), IRI
International (energy services), The Rouse Company (real
estate development), Harris Corp. (electronics and
communications equipment), The Gillette Co. (personal care
products) and Sunoco, Inc. (petroleum refining and
marketing); Director/Trustee of other investment companies
in the Warburg Pincus family of funds.
</TABLE>
The election of Messrs. Priest, Francis, Pasman and Rappaport to the
Trust's Board of Trustees will take effect only upon the closing of the
Acquisition; the election of Messrs. Reichman, Fritz, Garten and Trowbridge will
be immediately effective in any event as they currently are members of the
Trust's Board.
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If the Acquisition is not consummated, Warburg will remain the
Portfolio's investment adviser pursuant to it current investment advisory
agreement and the composition of the Trust's Board will remain unchanged.
Portfolio Managers
Elizabeth B. Dater is Co-Portfolio Manager of the Portfolio
and manages other Warburg Pincus Funds. Prior to joining Warburg in 1978, she
was a vice president of Research at Fiduciary Trust Company of New York and an
institutional sales assistant at Lehman Brothers. Ms. Dater has been a regular
panelist on Maryland Public Television's Wall Street Week with Louis Rukeyser
since 1976. Ms. Dater earned a B.A. degree from Boston University in
Massachusetts.
Stephen J. Lurito is Co-Portfolio Manager of the Portfolio
and manages other Warburg Pincus Funds. Mr. Lurito has been with Warburg since
1987. Prior to that he was a research analyst at Sanford C. Bernstein &
Company, Inc. Mr. Lurito earned a B.A. degree from the University of Virginia
and a M.B.A. from the University of Pennsylvania.
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Investment Adviser and Co-Administrators
Warburg serves as investment adviser to the Portfolio and
Counsellors Funds Service, Inc. ("Counsellors Service") and PFPC serve as
co-administrators to the Trust pursuant to separate written agreements (the
"Advisory Agreement," the "Counsellors Service Co-Administration Agreements" and
the "PFPC Co-Administration Agreement," respectively). Warburg, subject to the
control of the Trust's officers and the Board, manages the investment and
reinvestment of the assets of the Portfolio in accordance with the Portfolio's
investment objective and stated investment policies. Warburg makes investment
decisions for the Portfolio and places orders to purchase or sell securities on
behalf of the Portfolio. Warburg also employees a support staff of management
personnel to provide services to the Trust and furnishes the Trust with office
space, furnishings and equipment.
For the services provided by Warburg, the Trust pays Warburg a
fee calculated at an annual rate equal to .90% of the Portfolio's average daily
net assets. Warburg and the Portfolio's co-administrators may voluntarily waive
a portion of their fees from time to time and temporarily limit the expenses to
be borne by the Portfolio.
As co-administrator, Counsellors Service provides shareholder
liaison services to the Portfolio, including responding to shareholder inquiries
and providing information on shareholder investments. Counsellors Service also
performs a variety of other services, including furnishing certain executive and
administrative services, acting as liaison between the Portfolio and its various
service providers, furnishing corporate secretarial services, which include
preparing materials for meetings of the Board, preparing proxy statements and
annual and semiannual reports, assisting in the preparation of tax returns and
developing and monitoring compliance procedures for the Portfolio. As
compensation, the Portfolio pays Counsellors Service a fee calculated at an
annual rate of .10% of the Portfolio's average daily net assets.
As a co-administrator, PFPC calculates the Portfolio's net
asset value, provides all accounting services for the Portfolio and assists in
related aspects of the Portfolio's operations. As compensation, the Portfolio
pays PFPC a fee calculated at an annual rate of .10% of the Portfolio'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. PFPC has its principal offices at 400 Bellevue Parkway, Wilmington,
Delaware 19809.
Because the Portfolio has not yet commenced operations as of
the date of this Statement of Additional Information no advisory fees or
co-administration fees have been paid by this Portfolio.
Custodian and Transfer Agent
PFPC Trust Company ("PFPC Trust") serves as custodian of the
Portfolio's U.S. assets and State Street Bank and Trust Company ("State Street")
serves as custodian of the Portfolio's non-U.S. assets. Each custodian serves
pursuant to separate custodian agreements (the "Custodian Agreements"). Under
the Custodian Agreements,
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PFPC and State Street each (i) maintains a separate account or accounts in the
name of the Portfolio, (ii) holds and transfers portfolio securities on account
of the Portfolio, (iii) makes receipts and disbursements of money on behalf of
the Portfolio, (iv) collects and receives all income and other payments and
distributions on account of the Portfolio's portfolio securities held by it and
(v) makes periodic reports to the Board concerning the Trust's custodial
arrangements. PFPC Trust may delegate its duties under its Custodian Agreement
with the Trust to a wholly owned direct or indirect subsidiary of PFPC Trust or
PNC Bank Corp. upon notice to the Trust and upon the satisfaction of certain
other conditions. State Street is authorized to select one or more foreign
banking institutions and foreign securities depositaries as sub-custodian on
behalf of the relevant Portfolio and PFPC Trust is authorized to select one or
more domestic banks or trust companies to serve as sub-custodian on behalf of
the Portfolio. PFPC Trust has entered into a sub-custodian agreement with PNC
Bank, National Association ("PNC"), pursuant to which PNC provides asset
safekeeping and securities clearing services. PFPC Trust and PNC are indirect,
wholly owned subsidiaries of PNC Bank Corp., and their principal business
address is 200 Stevens Drive, Lester, Pennsylvania 19113. The principal business
address of State Street is 225 Franklin Street, Boston, Massachusetts 02110.
State Street also serves as the shareholder servicing,
transfer and dividend disbursing agent of the Trust pursuant to a Transfer
Agency and Service Agreement, under which State Street (i) issues and redeems
shares of the Portfolio, (ii) addresses and mails all communications by the
Trust to record owners of Portfolio 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 Trust. State Street has
delegated to Boston Financial Data Services, Inc., an affiliate of State Street
("BFDS"), responsibility for most shareholder servicing functions. BFDS's
principal business address is 2 Heritage Drive, Boston, Massachusetts 02171.
Distributor
Counsellors Securities, a wholly owned subsidiary of Warburg,
acts as the distributor of the Portfolio. Counsellors Securities' principal
business address is 466 Lexington Avenue, New York, New York 10017.
Organization of the Trust
The Trust was organized on March 15, 1995 under the laws of
the Commonwealth of Massachusetts as a "Massachusetts business trust." The
Trust's Declaration of Trust authorizes the Board to issue an unlimited number
of full and fractional shares of beneficial interest, $.001 par value per share.
Shares of six series have been authorized, one of which constitutes the
interests in the Portfolio. The Board may classify or reclassify any of its
shares into one or more additional series without shareholder approval.
When matters are submitted for shareholder vote, shareholders
of the Portfolio will have one vote for each full share held and fractional
votes for fractional shares held. Generally, shares of the Trust will vote by
individual series on all matters
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except where otherwise required by law. There will normally be no meetings of
shareholders for the purpose of electing Trustees unless and until such time as
less than a majority of the members holding office have been elected by
shareholders. Shareholders of record of no less than two-thirds of the
outstanding shares of the Trust may remove a Trustee through a declaration in
writing or by vote cast in person or by proxy at a meeting called for that
purpose. A meeting will be called for the purpose of voting on the removal of a
Trustee at the written request of holders of 10% of the Trust's outstanding
shares. Under current law, a Participating Insurance Company is required to
request voting instructions from Variable Contract owners and must vote all
Trust shares held in the separate account in proportion to the voting
instructions received. Plans may or may not pass through voting rights to Plan
participants, depending on the terms of the Plan's governing documents. For a
more complete discussion of voting rights, refer to the sponsoring Participating
Insurance Company separate account prospectus or the Plan documents or other
informational materials supplied by Plan sponsors.
Massachusetts law provides that shareholders could, under
certain circumstances, be held personally liable for the obligations of the
Portfolio. However, the Declaration of Trust disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation or instrument entered into or executed by
the Trust or a Trustee. The Declaration of Trust provides for indemnification
from the Portfolio's property for all losses and expenses of any shareholder
held personally liable for the obligations of the Trust. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which the Portfolio would be unable to meet its
obligations, a possibility that Warburg believes is remote and immaterial. Upon
payment of any liability incurred by the Trust, the shareholder paying the
liability will be entitled to reimbursement from the general assets of the
Portfolio. The Trustees intend to conduct the operations of the Trust in such a
way so as to avoid, as far as possible, ultimate liability of the shareholders
for liabilities of the Trust.
All shareholders of the Portfolio, upon liquidation, will
participate ratably in the Portfolio'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 Trustees can elect all Trustees. Shares are transferable but
have no preemptive, conversion or subscription rights.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares of the Portfolio may not be purchased or redeemed by
individual investors directly but may be purchased or redeemed only through
Variable Contracts offered by separate accounts of Participating Insurance
Companies and through Plans, including participant-directed Plans which elect to
make the Portfolio an investment option for Plan participants. The offering
price of the Portfolio's shares is equal to its per share net asset value.
Under the 1940 Act, the Portfolio may suspend the right of
redemption or postpone the date of payment upon redemption for any period during
which 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) an emergency exists as a
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result of which disposal or fair valuation of portfolio securities is not
reasonably practicable, or for such other periods as the SEC may permit. (The
Portfolio may also suspend or postpone the recordation of an exchange of its
shares upon the occurrence of any of the foregoing conditions.)
If conditions exist which make payment of redemption proceeds
wholly in cash unwise or undesirable, the Portfolio 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 Trust intends to comply with Rule 18f-1 promulgated under the 1940
Act with respect to redemptions in kind.
ADDITIONAL INFORMATION CONCERNING TAXES
The discussion set out below of tax considerations generally
affecting the Trust 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 the sponsoring Participating
Insurance Company separate account prospectus or the Plan documents or other
informational materials supplied by Plan sponsors and their own tax advisers
with respect to the particular tax consequences to them of an investment in the
Portfolio.
The Portfolio intends to continue to qualify to be treated as
a regulated investment company each taxable year under the Code. If it qualifies
as a regulated investment company, the Portfolio will effectively 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 so qualify, the Portfolio must, among other
things: (a) derive at least 90% of its gross income in each taxable year from
dividends, interest, payments with respect to securities, loans and gains from
the sale or other disposition of stock, securities or foreign currencies, or
other income (including, but not limited to, gains from options, futures or
forward contracts) derived with respect to its business of investing in such
stock, securities or currencies; and (b) diversify its holdings so that, at the
end of each quarter of the Portfolio's taxable year, (i) at least 50% of the
market value of the Portfolio's assets is represented by cash, securities of
other regulated investment companies, U.S. Government securities and other
securities, with such other securities limited, in respect of any one issuer, to
an amount not greater than 5% of the Portfolio's assets and not greater than 10%
of the outstanding voting securities of such issuer and (ii) not more than 25%
of the value of its assets is invested in the securities (other than U.S.
Government Securities or securities of other regulated investment companies) of
any one issuer or any two or more issuers that the Portfolio controls and are
determined to be engaged in the same or similar trades or businesses or related
trades or businesses. The Portfolio expects that all of its foreign currency
gains will be directly related to its principal business of investing in stocks
and securities.
If, in any taxable year, the Portfolio fails to qualify as a
regulated investment company under the Code or fails to meet the distribution
requirement, it would be taxed in the same manner as an ordinary corporation and
distributions to its
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shareholders would not be deductible by the Portfolio in computing its taxable
income. In addition, in the event of a failure to qualify, the Portfolio's
distributions, to the extent derived from the Portfolio's current or accumulated
earnings and profits would constitute dividends (eligible for the corporate
dividends-received deduction) which are taxable to shareholders as ordinary
income, even though those distributions might otherwise (at least in part) have
been treated in the shareholders' hands as long-term capital gains. If the
Portfolio fails to qualify as a regulated investment company in any year, it
must pay out its earnings and profits accumulated in that year in order to
qualify again as a regulated investment company. In addition, if the Portfolio
failed to qualify as a regulated investment company for a period greater than
one taxable year, the Portfolio may be required to recognize any net built-in
gains (the excess of the aggregate gains, including items of income, over
aggregate losses that would have been realized if it had been liquidated) in
order to qualify as a regulated investment company in a subsequent year.
In addition, the Portfolio intends to comply with the
diversification requirements of Section 817(h) of the Code related to the
tax-deferred status of insurance company separate accounts. To comply with
regulations under Section 817(h) of the Code, the Portfolio will be required to
diversify its investments so that on the last day of each calendar quarter no
more than 55% of the value of its assets is represented by any one investment,
no more than 70% is represented by any two investments, no more than 80% is
represented by any three investments and no more than 90% is represented by any
four investments. Generally, all securities of the same issuer are treated as a
single investment. For the purposes of Section 817(h), obligations of the United
States Treasury and each U.S. government agency or instrumentality are treated
as securities of separate issuers. The Treasury Department has indicated that it
may issue future pronouncements addressing the circumstances in which a Variable
Contract owner's control of the investments of a separate account may cause the
Variable Contract owner, rather than the Participating Insurance Company, to be
treated as the owner of the assets held by the separate account. If the Variable
Contract owner is considered the owner of the securities underlying the separate
account, income and gains produced by those securities would be included
currently in the Variable Contract owner's gross income. It is not known what
standards will be set forth in such pronouncements or when, if at all, these
pronouncements may be issued. In the event that rules or regulations are
adopted, there can be no assurance that the Portfolio will be able to operate as
currently described, or that the Trust will not have to change the investment
goal or investment policies of the Portfolio. While the Portfolio's investment
goal is fundamental and may be changed only by a vote of a majority of the
Portfolio's outstanding shares, the Board reserves the right to modify the
investment policies of the Portfolio as necessary to prevent any such
prospective rules and regulations from causing a Variable Contract owner to be
considered the owner of the shares of the Portfolio underlying the separate
account.
The Portfolio's short sales against the box, if any, and
transactions in foreign currencies, forward contracts, options and futures
contracts (including options and futures contracts on foreign currencies) will
be subject to special provisions of the Code that, among other things, may
affect the character of gains and losses realized by the Portfolio (i.e., may
affect whether gains or losses are ordinary or capital), accelerate recognition
of income to the Portfolio and defer Portfolio losses. These rules could
therefore affect the character, amount and timing of distributions to
shareholders. These provisions also (a) will require the
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Portfolio to mark-to-market certain types of the positions in its portfolio
(i.e., treat them as if they were closed out) and (b) may cause the Portfolio to
recognize income without receiving cash with which to pay dividends or make
distributions in amounts necessary to satisfy the distribution requirements for
avoiding income and excise taxes. The Portfolio will monitor its transactions,
will make the appropriate tax elections and will make the appropriate entries in
its books and records when it acquires any foreign currency, forward contract,
option, futures contract or hedged investment in order to mitigate the effect of
these rules and prevent disqualification of the Portfolio as a regulated
investment company.
Investments by the Portfolio in zero coupon securities may
create special tax consequences. Zero coupon securities do not make interest
payments, although a portion of the difference between a zero coupon security's
face value and its purchase price is imputed as income to the Portfolio each
year even though the Portfolio receives no cash distribution until maturity.
Under the U.S. federal tax laws, the Portfolio will not be subject to tax on
this income if it pays dividends to its shareholders substantially equal to all
the income received from, or imputed with respect to, its investments during the
year, including its zero coupon securities. These dividends ordinarily will
constitute taxable income to the shareholders of the Portfolio.
Because shares of the Portfolio may only be purchased through
Variable Contracts and Plans, it is anticipated that dividends and distributions
will be exempt from current taxation if left to accumulate within the Variable
Contracts or Plans.
Investment in Passive Foreign Investment Companies
If the Portfolio purchases shares in certain foreign entities
classified under the Code as "passive foreign investment companies" ("PFICs"),
the Portfolio may be subject to federal income tax on a portion of an "excess
distribution" or gain from the disposition of the shares, even though the income
may have to be distributed by the Portfolio to its shareholders, the Variable
Contracts and Plans. In addition, gain on the disposition of shares in a PFIC
generally is treated as ordinary income even though the shares are capital
assets in the hands of the Portfolio. Certain interest charges may be imposed on
the Portfolio with respect to any taxes arising from excess distributions or
gains on the disposition of shares in a PFIC.
The Portfolio may be eligible to elect Qualified Electing Fund
treatment, which would require the Portfolio to include in its gross income its
share of earnings of a PFIC on a current basis. Generally, the election would
eliminate the interest charge and the ordinary income treatment on the
disposition of stock, but such an election may have the effect of accelerating
the recognition of income and gains by the Portfolio compared to a fund that did
not make the election. In addition, information required to make such an
election may not be available to the Portfolio.
Alternatively, the Portfolio may make a mark-to-market
election that will result in the Portfolio being treated as if it had sold and
repurchased all of the PFIC stock at the end of each year. In this case, the
Portfolio would report gains as ordinary income and would deduct losses as
ordinary losses to the extent of previously recognized gains. The election, once
made, would be effective for all subsequent taxable years of the Portfolio,
unless revoked with the consent of the IRS. By making the election, the
Portfolio could
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potentially ameliorate the adverse tax consequences with respect to its
ownership of shares in a PFIC, but in any particular year may be required to
recognize income in excess of the distributions it receives from PFICs and its
proceeds from dispositions of PFIC company stock. The Portfolio may have to
distribute this "phantom" income and gain to satisfy its distribution
requirement and to avoid imposition of the 4% excise tax. The Portfolio will
make the appropriate tax elections, if possible, and take any additional steps
that are necessary to mitigate the effect of these rules.
DETERMINATION OF PERFORMANCE
From time to time, the Portfolio may quote its total return in
advertisements or in reports and other communications to shareholders.
Total return is calculated by finding the average annual
compounded rates of return for the one-, five-, and ten- (or such shorter period
as the Portfolio has been offered) year periods that would equate the initial
amount invested to the ending redeemable value according to the following
formula: P (1 + T)(n) = ERV. For purposes of this formula, "P" is a hypothetical
investment of $1,000; "T" is average annual total return; "n" is number of
years; and "ERV" is the ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the one-, five- or ten-year periods (or fractional
portion thereof). Total return or "T" is computed by finding the average annual
change in the value of an initial $1,000 investment over the period and assumes
that all dividends and distributions are reinvested during the period.
When considering average total return figures for periods
longer than one year, it is important to note that the annual total return for
one year in the period might have been greater or less than the average for the
entire period. When considering total return figures for periods shorter than
one year, investors should bear in mind that such return may not be
representative of the Portfolio's return over a longer market cycle. The
Portfolio may also advertise aggregate total return figures for various periods,
representing the cumulative change in value of an investment in the Portfolio
for the specific period. Aggregate and average total returns may be shown by
means of schedules, charts or graphs, and may indicate various components of
total return (i.e., change in value of initial investment, income dividends and
capital gain distributions).
The Portfolio may advertise, from time to time, comparisons of
its performance with that of one or more other mutual funds with similar
investment objectives. The Portfolio may advertise average annual
calendar-year-to-date and calendar quarter returns, which are calculated
according to the formula set forth in the preceding paragraph, except that the
relevant measuring period would be the number of months that have elapsed in the
current calendar year or most recent three months, as the case may be. Investors
should note that this performance may not be representative of the Portfolio's
total return in longer market cycles.
The Portfolio's performance will vary from time to time
depending upon market conditions, the composition of its portfolio and operating
expenses allocable to it. As described above, total return is based on
historical earnings and is not intended to indicate future performance.
Consequently, any given performance quotation should not be considered as
representative of performance for any specified period in the future.
Performance information may be useful as a basis for comparison with other
investment alternatives.
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However, the Portfolio's performance will fluctuate, unlike certain bank
deposits or other investments which pay a fixed yield for a stated period of
time. Performance quotations for the Portfolio include the effect of deducting
the Portfolio's expenses, but may not include charges and expenses attributable
to any particular Variable Contract or Plan, which would reduce the returns
described in this section.
The Portfolio may compare its performance with (i) that of
other mutual funds with similar investment objectives and policies, which may be
based on the rankings prepared by Lipper Analytical Services, Inc. or similar
investment services that monitor the performance of mutual funds; (ii) which
appropriate indexes prepared by Frank Russell Company relating to securities
represented in the Portfolio; or (iii) other appropriate indexes of investment
securities or with data developed by Warburg derived from such indexes. The
Portfolio may also include evaluations of the Portfolio published by nationally
recognized ranking services and by financial publications such as Barron's,
Business Week, Financial Times, Forbes, Fortune, Inc., Institutional Investor,
Investor's Business Daily, Money, Morningstar, Mutual Fund 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 Portfolio 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, the Portfolio may also describe the general biography or work
experience of the portfolio managers of the Portfolio and may include quotations
attributable to the portfolio managers describing approaches taken in managing
the Portfolio's investments, research methodology underlying stock selection or
the Portfolio's investment objective. In addition, the Portfolio and its
portfolio managers may render updates of Portfolio activity, which may include a
discussion of significant portfolio holdings; analysis of holdings by industry,
country, credit quality and other characteristics; and comparison and analysis
of the Portfolio with respect to relevant market and industry benchmarks. The
Portfolio may also discuss measures of risk, the continuum of risk and return
relating to different investments and the potential impact of foreign stocks on
a portfolio otherwise composed of domestic securities.
INDEPENDENT ACCOUNTANTS AND COUNSEL
PricewaterhouseCoopers LLP ("PwC"), with principal offices at
2400 Eleven Penn Center, Philadelphia, Pennsylvania 19103, serves as independent
accountants for the Trust. The financial statements for the Trust that are
incorporated by reference in this Statement of Additional Information have been
audited by PwC, and have been included herein in reliance upon 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 Trust as
well as counsel to Warburg, Counsellors Service and Counsellors Securities.
MISCELLANEOUS
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As of the date of this Statement of Additional Information,
the Portfolio has not yet begun selling shares. Consequently, there are no
persons that own of record 5% or more of the Portfolio's outstanding shares.
FINANCIAL STATEMENTS
As of the date of this Statement of Additional Information,
the Portfolio has not yet commenced operations. Consequently, there are no
financial statements for the Portfolio at this time.
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APPENDIX
DESCRIPTION OF RATINGS
Commercial Paper Ratings
Commercial paper rated A-1 by Standard and Poor's Ratings
Group ("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. ("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.
Corporate Bond Ratings
The following summarizes the ratings used by S&P for corporate
bonds:
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.
AA - Debt rated AA has a very strong capacity to pay interest
and repay principal and differs from AAA issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and
repay principal although they are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in
higher-rated categories.
BBB - This is the lowest investment grade. Debt rated BBB has
an adequate capacity to pay interest and repay principal. Although they normally
exhibit adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal for bonds in this category than for bonds in higher-rated
categories.
To provide more detailed indications of credit quality, the ratings
from "AA" to "BBB" 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 ratings used by Moody's for corporate
bonds:
A-1
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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 Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. 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.
A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
Baa - Bonds which are rated Baa are considered as medium-grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Moody's applies numerical modifiers (1, 2 and 3) with respect to the
bonds rated "Aa" through "Baa". 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.
A-2
