EXHIBIT INDEX
Exhibit A: Attachment to item 77B:
Accountants report on internal control
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Exhibit A:
Report of Independent Accountants
To the Board of Directors and Shareholders
of Warburg, Pincus Small Company Growth Fund, Inc.:
In planning and performing our audit of the financial statements of
Warburg, Pincus Small Company Growth Fund, Inc. (the "Fund") for the
year ended October 31, 2000, we considered its internal control,
including control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements
of Form N-SAR, not to provide assurance on internal control.
The management of the Fund is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally, controls
that are relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting principles.
Those controls include the safeguarding of assets against unauthorized
acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud
may occur and not be detected. Also, projection of any evaluation of
internal control to future periods is subject to the risk that controls
may become inadequate because of changes in conditions or that the
effectiveness of their design and operation may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design or
operation of one or more of the internal control components does not
reduce to a relatively low level the risk that misstatements caused by
error or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected within
a timely period by employees in the normal course of performing their
assigned functions. However, we noted no matters involving internal
control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above
as of October 31, 2000.
This report is intended solely for the information and use of the Board
of Directors, management and the Securities and Exchange Commission and
is not intended to be and should not be used by anyone other than these
specified parties.
PricewaterhouseCoopers LLP
December 15, 2000
