WARBURG PINCUS TRUST II
N-30D, 2000-08-24
Previous: DELTA BEVERAGE GROUP INC, 8-K, 2000-08-24
Next: ORIENTAL FINANCIAL GROUP INC, 8-K, 2000-08-24




                                [GRAPHIC OMITTED]
          WARBURGE PINCUS FUNDS PART OF CREDIT SUISSE ASSET MANAGEMENT

                                   SEMIANNUAL
                                     REPORT
                                  JUNE 30, 2000
                                   (UNAUDITED)

                         WARBURG PINCUS TRUST II
                         (BULLET) FIXED INCOME PORTFOLIO

Warburg Pincus Trust II (the "Trust") Shares are not available directly to
individual investors, but may be offered only through certain insurance products
and pension and retirement plans.

More complete information about the Trust, including charges and expenses, is
provided in the Prospectus, which must precede or accompany this document and
which should be read carefully before investing. You may obtain additional
copies by calling 800-222-8977 or by writing to Warburg Pincus, P.O. Box 9030,
Boston, MA 02205-9030.

Credit Suisse Asset Management Securities, Inc., Distributor to the Trust is
located at 466 Lexington Avenue, New York, NY 10017-3147. The Trust is advised
by Credit Suisse Asset Management, LLC.

<PAGE>

FROM TIME TO TIME, THE PORTFOLIO'S INVESTMENT ADVISER AND CO-ADMINISTRATORS MAY
WAIVE SOME FEES AND/OR REIMBURSE SOME EXPENSES, WITHOUT WHICH PERFORMANCE WOULD
BE LOWER. WAIVERS AND/OR REIMBURSEMENTS ARE SUBJECT TO CHANGE.

RETURNS ARE HISTORICAL AND INCLUDE CHANGE IN SHARE PRICE AND REINVESTMENT OF
DIVIDENDS AND CAPITAL GAINS. PAST PERFORMANCE CANNOT GUARANTEE FUTURE RESULTS.
RETURNS AND SHARE PRICE WILL FLUCTUATE, AND REDEMPTION VALUE MAY BE MORE OR LESS
THAN ORIGINAL COST.

THE VIEWS OF THE PORTFOLIO'S MANAGEMENT ARE AS OF THE DATE OF THE LETTER, AND
PORTFOLIO HOLDINGS DESCRIBED IN THIS DOCUMENT ARE AS OF JUNE 30, 2000 THESE
VIEWS AND PORTFOLIO HOLDINGS MAY HAVE CHANGED SUBSEQUENT TO THESE DATES. NOTHING
IN THIS DOCUMENT IS A RECOMMENDATION TO PURCHASE OR SELL SECURITIES.

PORTFOLIO SHARES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF CREDIT SUISSE ASSET
MANAGEMENT, LLC ("CSAM") OR ANY AFFILIATE, ARE NOT FDIC INSURED AND ARE NOT
GUARANTEED BY CSAM OR ANY AFFILIATE. FUND INVESTMENTS ARE SUBJECT TO INVESTMENT
RISKS, INCLUDING LOSS OF YOUR INVESTMENT.

PORTFOLIO SHARES ARE NO LONGER OFFERED TO NEW INVESTORS.

<PAGE>

WARBURG PINCUS TRUST II--FIXED INCOME PORTFOLIO
SEMIANNUAL INVESTMENT ADVISER'S REPORT -- JUNE 30, 2000
--------------------------------------------------------------------------------
                                                                  August 4, 2000
Dear Shareholder:

   For the six months ended June 30, 2000, Warburg Pincus Trust II--Fixed Income
Portfolio  (the  "Portfolio")  had a gain of 3.10%,  vs. a gain of 3.22% for the
Lehman Brothers Intermediate  Government/Corporate  Bond Index.* The Portfolio's
one-year return through June 30, 2000 was 3.99%. Its  since-inception  (on March
31, 1997) average annual total return through June 30, 2000 was 6.23%.

   The  period  was a positive  one for the U.S.  bond  market in terms of total
return,  i.e.,  bond-price  changes  plus  coupon  income,  despite  the Federal
Reserve's  ongoing  campaign to keep inflation at bay by raising  interest rates
(the Fed has steadily  increased  rates over the past year).  Factors that aided
bonds included volatility in the stock market, which sparked periodic flights to
safety; an improving supply/demand backdrop for Treasuries, especially long-term
Treasuries;  and  growing  optimism  that the Fed's rate hikes  would end sooner
rather  than  later.  As a result  of these  forces,  the  yield on the  10-year
Treasury bond marginally declined in the six months, ending the period at 6.01%.

   The  Portfolio had a gain for the period,  though it modestly  underperformed
its benchmark.  The Portfolio's  performance largely reflected its interest-rate
exposure.  Our  strategy  throughout  was to attempt to  optimally  position the
Portfolio  on  the  yield  curve,  given  our  outlook  on  the  markets  from a
risk-vs.-reward perspective. We continued to aim to err on the side of caution.

   We made no material  changes to the  Portfolio  during the period in terms of
basic strategy, maintaining a focus on intermediate-term,  high-quality bonds in
order to limit overall  risk.  With regard to sector  allocation,  we emphasized
Treasury securities,  which accounted for roughly half the Portfolio's assets at
the end of the period.  We also held  significant  exposure  to  mortgage-backed
bonds and corporate securities.

                                        1

<PAGE>

WARBURG PINCUS TRUST II--FIXED INCOME PORTFOLIO
SEMIANNUAL INVESTMENT ADVISER'S REPORT (CONT'D)-- JUNE 30, 2000
--------------------------------------------------------------------------------

   Looking ahead, we are optimistic that a "soft landing" scenario will continue
to  unfold.  Barring  any  aggressive  actions  by the Fed,  we  believe  that a
moderate-growth,   low-inflation  environment  can  prevail,   supporting  bonds
generally.  Needless  to say, we will  continue  to closely  monitor the flow of
macroeconomic  data and adjust the  Portfolio  as we deem  appropriate  based on
market conditions.

M. Anthony E. van Daalen
Portfolio Manager

----------------
*  The  Lehman  Brothers  Intermediate  Government/Corporate  Bond  Index  is an
   unmanaged index (with no defined investment  objective) of  intermediate-term
   government and corporate bond, and is calculated by Lehman Brothers Inc.

                                        2

<PAGE>

WARBURG PINCUS TRUST II--FIXED INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS
JUNE 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  RATINGS 1
    PAR                                                        (MOODY'S/S&P)  MATURITY   RATE%      VALUE
    ----                                                        -----------   --------   -----   ----------
<S>         <C>                                                  <C>          <C>        <C>     <C>
CORPORATE BONDS (12.2%)
  $ 15,000  ABN-AMRO Bank NV New York Branch,
             Subordinate Deposit Notes (Callable
             08/01/04 @ $100.00)                                 (Aa2, AA-)   08/01/09   8.250   $   15,048
    50,000  AT&T Capital Corp.                                    (A1, A+)    11/15/00   7.500       50,082
    45,000  AT&T Capital Corp.                                    (A1, A+)    05/15/05   6.600       43,490
    40,000  AT&T Corp.                                           (A1, AA-)    09/15/02   6.500       39,349
    30,000  Conagra, Inc. Senior Notes (Putable
             08/01/09 @ $100.00)                                (Baa1, BBB+)  08/01/09   6.700       27,721
    40,000  Countrywide Home Loan Co.                             (A3, A)     04/15/09   6.250       35,029
    30,000  Dime Bancorp, Inc.                                   (Ba1, BBB-)  07/25/01   7.000       29,720
    20,000  HMH Properties, Inc., Series B                       (Ba3, NR)    05/15/05   9.500       19,250
    50,000  Household Finance Corp.                                (A2, A)    11/15/08   6.500       45,426
    40,000  Ingersoll-Rand Co. Medium Term Note
             (Putable 11/19/03 @ $100.00)                          (A3, A-)   11/19/03   6.230       38,782
    30,000  Lowe's Companies
             (Putable 05/15/07 @ $100.00)                          (A2, A)    05/15/07   7.110       29,013
     5,000  Potomac Electric Power Co.
             (Callable 05/15/02 @ $103.21)                         (A1, A)    05/15/27   8.500        5,100
     5,000  Riggs Capital Trust II Preferred Securities,
             Series C (Callable 03/15/07 @ $104.44)              (Baa3, BB-)  03/15/27   8.875        4,082
    45,000  Safeway, Inc. (Callable @ Make Whole +12.5BP)        (Baa2, BBB)  09/15/04   7.250       44,519
    50,000  Union Electric Co.
             (Callable 12/01/01 @ $104.38)                        (A1, AA-)   12/01/21   8.750       50,255
                                                                                                 ----------
TOTAL CORPORATE BONDS (Cost $500,353)                                                               476,866
                                                                                                 ----------
ASSET/MORTGAGE BACKED SECURITIES (32.1%)
    25,000  Asset Securitization Corp. (Nomura Asset
             Securities Corp.), Series 1996-D2, Class A2          (NR, AA)    02/14/29   7.204 2     24,246
   100,000  California Infrastructure PG & E, Series 1997-1,
             Class A7 (Callable 09/25/06 @ $100.00)               (NR, NR)    09/25/08   6.420       97,141
    70,000  Commonwealth Edison Transitional Funding
             Trust, Series 1998-1, Class-A6                      (Aaa, AAA)   06/25/09   5.630       64,567
    58,871  Fannie Mae                                           (Aaa, AAA)   12/01/08   5.690       53,294
   121,640  Fannie Mae                                           (Aaa, AAA)   03/01/28   8.000      122,210
    82,781  Fannie Mae                                           (Aaa, AAA)   04/01/29   6.500       78,073
    44,877  Fannie Mae                                           (Aaa, AAA)   05/01/29   6.500       42,324
   134,676  Fannie Mae                                           (Aaa, AAA)   11/01/29   7.000      130,046
   100,000  Fannie Mae, Series 1993-50, Class PU                 (Aaa, AAA)   09/25/20   5.000       93,693
    20,000  Fannie Mae, Series 1997-51, Class KB
             Guaranteed REMIC Trust                              (Aaa, AAA)   03/20/08   7.000       19,510
    25,000  Fannie Mae, Series 1998-M4, Class B                  (Aaa, AAA)   12/25/23   6.424       24,103
   110,000  Freddie Mac, Series 2072, Class PK                   (Aaa, AAA)   07/15/24   6.000      106,804
    41,714  Ginnie Mae                                           (Aaa, AAA)   10/15/28   6.500       39,616
   150,000  GMAC Commercial Mortgage Securities, Inc.,
             Series 1997-C2, Class A3                            (Aaa, AAA)   11/15/07   6.566      142,100
</TABLE>

                See Accompanying Notes to Financial Statements.
                                        3

<PAGE>

WARBURG PINCUS TRUST II--FIXED INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS (CONT'D)
JUNE 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  RATINGS 1
    PAR                                                        (MOODY'S/S&P)  MATURITY   RATE%      VALUE
    ----                                                        -----------   --------   -----   ----------
<S>         <C>                                                  <C>          <C>        <C>     <C>
ASSET/MORTGAGE BACKED SECURITIES (CONT'D)
  $ 90,000  MBNA Master Credit Card Trust, Series 1998-J,
             Class A                                              (NA, NA)    02/15/06   5.250   $   85,307
    10,642  Nomura Asset Securities Corp., Series 1994-4B,
             Class 4A                                            (Aaa, AAA)   09/25/24   8.300       10,738
   120,000  Standard Credit Card Master Trust, Series 1995-9,
             Class A                                              (NR, NR)    10/07/07   6.550      116,444
                                                                                                 ----------
TOTAL ASSET/MORTGAGE BACKED SECURITIES
 (Cost $1,300,905)                                                                                1,250,216
                                                                                                 ----------
U.S. Treasury Obligations (53.0%)
   630,000  U.S. Treasury Notes                                  (Aaa, AAA)   08/15/02   6.375      629,213
   200,000  U.S. Treasury Notes                                  (Aaa, AAA)   08/15/03   5.750      196,625
   590,000  U.S. Treasury Notes                                  (Aaa, AAA)   02/15/05   7.500      618,947
   500,000  U.S. Treasury Notes                                  (Aaa, AAA)   08/15/07   6.125      497,188
    40,000  U.S. Treasury Notes                                  (Aaa, AAA)   11/15/08   4.750       36,338
    80,000  U.S. Treasury Inflation Protected Note               (Aaa, AAA)   07/15/02   3.625       84,981
                                                                                                 ----------
TOTAL U.S. TREASURY OBLIGATIONS
 (Cost $2,058,341)                                                                                2,063,292
                                                                                                 ----------
  NUMBER OF
   SHARES
------------
PREFERRED STOCK (0.1%)
       200  Equity Residential PropertiesTrust, Series D REIT
             (Callable 07/15/07 @ $25.00) (Cost $5,000)                                  8.600        4,513
                                                                                                 ----------
SHORT TERM INVESTMENT (1.0%)
    38,623  RBB Money Market Portfolio (Cost $38,623)                                                38,623
                                                                                                 ----------
TOTAL INVESTMENTS AT VALUE (98.4%) (Cost $3,903,222 3)                                            3,833,510
OTHER ASSETS IN EXCESS OF LIABILITIES (1.6%)                                                         62,201
                                                                                                 ----------
NET ASSETS (100.0%)                                                                              $3,895,711
                                                                                                 ==========

<FN>
                            INVESTMENT ABBREVIATIONS
                             NR = Not Rated
                          REMIC = Real Estate Mortgage Investment Conduit
                           REIT = Real Estate Investment Trust
--------------------------------------------------------------------------------
1  Credit  ratings given by Moody's  Investors  Services,  Inc. and Standard and
   Poor's Ratings Services are unaudited.
2  On instruments  with variable rates, the rate shown reflects the current rate
   as of June 30, 2000.
3  Also cost for federal income tax purposes.

</FN>
</TABLE>

                See Accompanying Notes to Financial Statements.
                                        4

<PAGE>

WARBURG PINCUS TRUST II--FIXED INCOME PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
ASSETS
    Investments at value (Cost $3,903,222)                           $3,833,510
    Dividends and interest receivable                                    64,438
    Receivable from affiliate                                             2,389
    Prepaid expenses                                                      2,862
                                                                     ----------
      Total Assets                                                    3,903,199
                                                                     ----------
LIABILITIES
    Administration fee payable                                              320
    Accrued expenses payable                                              7,168
                                                                     ----------
      Total Liabilities                                                   7,488
                                                                     ----------
NET ASSETS
    Capital stock, $0.001 par value                                         378
    Paid-in capital                                                   3,923,891
    Undistributed net investment income                                 111,519
    Accumulated net realized
     loss from security transactions                                    (70,365)
    Net unrealized depreciation from security transactions              (69,712)
                                                                     ----------
Net Assets                                                           $3,895,711
                                                                     ----------
Shares outstanding                                                      378,095
                                                                     ----------
Net Asset Value, offering price and redemption price per share           $10.30
                                                                     ==========


                See Accompanying Notes to Financial Statements.
                                        5

<PAGE>


WARBURG PINCUS TRUST II--FIXED INCOME PORTFOLIO
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2000 (Unaudited)
--------------------------------------------------------------------------------

INVESTMENT INCOME:
  Dividends                                                            $    198
  Interest                                                              135,219
                                                                       --------
    Total investment income                                             135,417
                                                                       --------
EXPENSES:
  Investment advisory fees                                               10,392
  Administrative fees                                                     4,998
  Legal fees                                                              9,866
  Printing fees                                                           9,680
  Custodian fees                                                          6,250
  Trustees fees                                                           6,121
  Audit fees                                                              5,101
  Organizational costs                                                      845
  Transfer agent fees                                                       317
  Insurance expense                                                         157
  Interest expense                                                           15
  Miscellaneous expenses                                                    200
                                                                       --------
                                                                         53,942

  Less: fees waived, expenses reimbursed and transfer agent offsets     (30,029)
                                                                       --------
    Total expenses                                                       23,913
                                                                       --------
     Net investment income                                              111,504
                                                                       --------
NET REALIZED AND UNREALIZED GAIN/(LOSS) FROM INVESTMENTS:
  Net realized loss from security transactions                          (25,851)
  Net change in unrealized appreciation/(depreciation) from investments  36,506
                                                                       --------
    Net gain on investments                                              10,655
                                                                       --------
  Net increase in net assets resulting from operations                 $122,159
                                                                       ========


                See Accompanying Notes to Financial Statements.
                                        6

<PAGE>

WARBURG PINCUS TRUST II--FIXED INCOME PORTFOLIO
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       FOR THE SIX
                                                      MONTHS ENDED               FOR THE
                                                      JUNE 30, 2000             YEAR ENDED
                                                       (UNAUDITED)           DECEMBER 31, 1999
                                                      -------------          ----------------
<S>                                                    <C>                      <C>
FROM OPERATIONS:
  Net investment income                                $  111,504               $  157,538
  Net realized loss from security transactions            (25,851)                 (44,503)
  Net change in unrealized appreciation/(depreciation)
   from investments                                        36,506                 (117,185)
                                                       ----------               ----------
  Net increase (decrease) in net assets resulting
   from operations                                        122,159                   (4,150)
                                                       ----------               ----------
FROM DIVIDENDS:
  Dividends from net investment income                          0                 (157,946)
                                                       ----------               ----------
      Net decrease in net assets from dividends                 0                 (157,946)
                                                       ----------               ----------
FROM CAPITAL SHARE TRANSACTIONS:
  Proceeds from sale of shares                            200,465                 6,382,704
  Reinvestment of dividends                                     0                   157,946
  Net asset value of shares redeemed                     (979,277)               (4,653,386)
                                                       ----------               ----------
  Net increase/(decrease) in net assets from capital
   share transactions                                    (778,812)                1,887,264
                                                       ----------               ----------
      Net increase/(decrease)  in net assets             (656,653)                1,725,168

NET ASSETS:
  Beginning of period                                   4,552,364                 2,827,196
                                                       ----------               ----------
  End of period                                        $3,895,711               $ 4,552,364
                                                       ==========               ===========
UNDISTRIBUTED NET INVESTMENT INCOME                    $  111,519               $        15
                                                       ==========               ===========
</TABLE>


                See Accompanying Notes to Financial Statements.


                                        7

<PAGE>


WARBURG PINCUS TRUST II--FIXED INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
(For a Share of the Portfolio Outstanding Throughout Each Period)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                            FOR THE SIX               FOR THE YEAR ENDED
                                                            MONTHS ENDED                  DECEMBER 31,
                                                            JUNE 30, 2000       ----------------------------
                                                            (UNAUDITED)          1999       1998      1997 1
                                                          ----------------      ------     ------     ------
<S>                                                            <C>              <C>        <C>        <C>
PER SHARE DATA

  Net asset value, beginning of period                         $ 9.99           $10.32     $ 9.97     $10.00
                                                               ------           ------     ------     ------
INVESTMENT ACTIVITIES:
  Net investment income                                          0.29             0.36       0.24       0.44
  Net gains (losses) from investments
   (both realized and unrealized)                                0.02            (0.33)      0.57       0.45
                                                               ------           ------     ------     ------
      Total from investment activities                           0.31             0.03       0.81       0.89
                                                               ------           ------     ------     ------
LESS DIVIDENDS AND DISTRIBUTIONS:
  Dividends from net investment income                              0            (0.36)     (0.24)     (0.41)
  Dividends in excess of net investment income                      0                0      (0.04)     (0.31)
  Distributions from net realized gains                             0                0      (0.18)     (0.20)
                                                               ------           ------     ------     ------
      Total dividends and distributions                             0            (0.36)     (0.46)     (0.92)
                                                               ------           ------     ------     ------
NET ASSET VALUE, END OF PERIOD                                 $10.30           $ 9.99     $10.32     $ 9.97
                                                               ======           ======     ======     ======
Total return                                                     3.10%2           0.27%      8.08%      8.96%2

RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000s omitted)                       $3,896           $4,552     $2,827     $  599
    Ratio of expenses to average net assets3                     1.17%4,5         1.00%       .99%       .99%4
    Ratio of net investment income to average net assets         5.36%4           5.07%      4.69%      5.29%4
    Decrease reflected in above operating expense ratios
     due to waivers/reimbursements                               1.42%4           2.07%      4.33%     12.05%4
Portfolio turnover rate                                         33.09%          173.29%    318.95%    138.28%

--------------------------------------------------------------------------------------------------------------
<FN>
1  For the period March 31, 1997  (commencement of operations)  through December
   31, 1997.
2  Non-annualized.
3  Interest earned on uninvested cash balances is used to offset portions of the
   transfer agent expense.  These arrangements  resulted in the reduction to the
   Portfolio's  net expense ratio by .02% for the six months ended June 30, 2000
   and .01%,  .00%,  and .00% for each of the years or period ended December 31,
   1999,  1998, and 1997,  respectively.  The Portfolio's net operating  expense
   ratio after reflecting these  arrangements was 1.15% for the six months ended
   June 30,  2000 and .99% for each of the years or period  ended  December  31,
   1999, 1998, and 1997.
4  Annualized.
5  Effective May 1, 2000 the net expense  ratio cap was  increased  from .99% to
   1.50%.
</FN>
</TABLE>

                See Accompanying Notes to Financial Statements.
                                        8

<PAGE>

WARBURG PINCUS TRUST II
NOTES TO FINANCIAL STATEMENTS
June 30, 2000 (Unaudited)
--------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES

   Warburg Pincus Trust II (the "Trust"), a Massachusetts  Business Trust, is an
open-end  management  investment company registered under the Investment Company
Act of 1940,  as  amended  (1940  Act),  and  currently  offers  one  investment
portfolio  classified  as  non-diversified.  The  Fixed  Income  Portfolio  (the
"Portfolio")  is a  non-diversified  investment  fund that  seeks  total  return
consistent with prudent investment  management.  Shares of the Portfolio are not
available  directly to  individual  investors but may be offered only to certain
(a) life  insurance  companies  for  allocation  to  certain  of their  separate
accounts  established for the purpose of funding variable annuity  contracts and
variable life insurance  contracts and (b) tax-qualified  pension and retirement
plans ("Plans"),  including  participant-directed  Plans which elect to make the
Portfolio an investment option for Plan participants.

   The net asset value of the Portfolio is  determined  daily as of the close of
regular trading on the New York Stock Exchange. The Portfolio's  investments are
valued at market value,  which is generally  determined  using the last reported
sales price. If no sales are reported,  investments are generally  valued at the
mean between the last  reported  bid and asked  price.  In the absence of market
quotations,  investments are generally  valued at fair value as determined by or
under the  direction of the Trust's  Board of Trustees.  Short-term  investments
that mature in 60 days or less are valued on the basis of amortized cost,  which
approximates market value.

   The books and  records  of the  Portfolio  are  maintained  in U.S.  dollars.
Transactions  denominated  in foreign  currencies  are  recorded  at the current
prevailing  exchange rates.  All assets and  liabilities  denominated in foreign
currencies are translated into U.S. dollar amounts at the current  exchange rate
at the end of the period.  Translation gains or losses resulting from changes in
the exchange rate during the reporting  period and realized  gains and losses on
the settlement of foreign  currency  transactions are reported in the results of
operations for the current  period.  The Portfolio does not isolate that portion
of gains and losses on investments in equity securities which are due to changes
in the foreign exchange rate from that which are due to changes in market prices
of equity securities.

   The Portfolio may invest in securities of foreign  countries and  governments
which  involve   certain  risks  in  addition  to  those  inherent  in  domestic
investments.   Such  risks  generally  include,  among  others,   currency  risk
(fluctuations in currency exchange rates), information risk (key information may
be inaccurate or unavailable) and political risk (expropriation, nationalization
or the imposition of capital or currency

                                        9

<PAGE>


WARBURG PINCUS TRUST II
NOTES TO FINANCIAL STATEMENTS (CONT'D)
June 30, 2000 (Unaudited)
--------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES -- (CONT'D)

controls  or punitive  taxes).  Other  risks  of investing in foreign securities
include liquidity and valuation risks.

   Security  transactions  are  accounted  for on a trade date  basis.  Interest
income  is  recorded  on  the  accrual  basis.  Dividends  are  recorded  on the
ex-dividend  date.  The cost of  investments  sold is  determined  by use of the
specific  identification  method  for both  financial  reporting  and income tax
purposes.

   Dividends  from net  investment  income  and  distributions  of net  realized
capital gains, if any, are declared and paid at least annually.  However, to the
extent  that a net  realized  capital  gain can be  reduced  by a  capital  loss
carryover,  such  gain  will  not  be  distributed.   Income  and  capital  gain
distributions  are determined in accordance  with federal income tax regulations
which may differ from generally accepted accounting principles.

   No provision is made for federal income taxes as it is the Trust's  intention
to have the  Portfolio  continue  to  qualify  for and elect  the tax  treatment
applicable to regulated  investment companies under the Internal Revenue Code of
1986,  as amended  ("the Code"),  and make the  requisite  distributions  to its
shareholders  which will be  sufficient  to relieve it from  federal  income and
excise taxes.

   Costs  incurred by the Trust in connection  with its  organization  have been
deferred and are being  amortized  over a period of five years from the date the
Trust commenced its operations.

   Pursuant  to an  Exemptive  Order  issued  by  the  Securities  and  Exchange
Commission, the Portfolio, along with other Funds advised by Credit Suisse Asset
Management,  LLC ("CSAM"),  the Portfolio's investment adviser (collectively the
"Warburg  Funds"),  may  transfer  uninvested  cash  balances  to a pooled  cash
account,  which is invested in repurchase  agreements secured by U.S. government
securities.  Securities,  pledged as collateral for repurchase  agreements,  are
held by the  Portfolio's  custodian  bank  until  the  agreements  mature.  Each
agreement  requires  that the market value of the  collateral  be  sufficient to
cover  payments of interest and principal;  however,  in the event of default or
bankruptcy by the other party to the agreement,  retention of the collateral may
be  subject  to  legal  proceedings.  At June 30,  2000,  the  Portfolio  had no
investments in repurchase agreements.


                                       10

<PAGE>


WARBURG PINCUS TRUST II
NOTES TO FINANCIAL STATEMENTS (CONT'D)
June 30, 2000 (Unaudited)
--------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES -- (CONT'D)

   The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statement and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

   The Portfolio has an  arrangement  with its transfer  agent whereby  interest
earned on uninvested  cash balances was used to offset a portion of its transfer
agent expense.  For the six months ended June 30, 2000,  the Portfolio  received
credits or reimbursements of $507, under this arrangement.

2. INVESTMENT ADVISER, CO-ADMINISTRATORS AND DISTRIBUTOR

   Pursuant to Investment Advisory Agreements,  CSAM, an indirect,  wholly-owned
subsidiary  of  Credit  Suisse  Group  serves  as  investment  adviser  for  the
Portfolio.  For its investment  advisory services,  CSAM receives a fee from the
Portfolio at an annual rate of .50% of the Portfolio's average daily net assets.
For the six months  ended June 30,  2000,  investment  advisory  fees earned and
voluntarily waived and reimbursements were as follows:

       GROSS                                NET            EXPENSE
   ADVISORY FEE         WAIVER         ADVISORY FEE     REIMBURSEMENTS
   ------------       ---------       --------------    --------------
      $10,392         $(10,392)           $    0           $(18,091)

   Credit  Suisse  Asset  Management  Securities,   Inc.  ("CSAMSI")  serves  as
co-administrator to the Portfolio. PFPC Inc. ("PFPC"), an indirect subsidiary of
PNC Financial  Services  Group,  Inc.  ("PNC"),  also serves as the  Portfolio's
co-administrator.  For its administrative services,  CSAMSI currently receives a
fee  calculated at an annual rate of .10% of the  Portfolio's  average daily net
assets.  For the six months ended June 30, 2000,  administrative  services  fees
earned by CSAMSI were $2,078.

                                       11

<PAGE>


WARBURG PINCUS TRUST II
NOTES TO FINANCIAL STATEMENTS (CONT'D)
June 30, 2000 (Unaudited)
--------------------------------------------------------------------------------

2. INVESTMENT ADVISER, CO-ADMINISTRATORS AND DISTRIBUTOR -- (CONT'D)

   For its administrative  services, PFPC currently receives a fee, exclusive of
out-of-pocket  expenses, from the Portfolio calculated at an annual rate of .05%
of the Portfolio's  average daily net assets.  For the six months ended June 30,
2000,  administrative  services  fees  earned  and  voluntarily  waived  by PFPC
(including out-of-pocket expenses) were as follows:

                                                                 NET
        CO-ADMINISTRATION FEE         WAIVER            CO-ADMINISTRATION FEE
        ---------------------        --------           ---------------------
               $2,920                $(1,039)                  $1,881

   Provident Distributors,  Inc. serves as distributor of the Portfolio's shares
without  compensation.  Effective August 1, 2000, CSAMSI will become distributor
to the Trust without compensation.

3. LINE OF CREDIT

   The Portfolio  together with other Funds advised by CSAM, have  established a
$350 million committed,  unsecured,  line of credit facility ("Credit Facility")
with Deutsche  Bank,  AG as  administrative  agent,  State Street Bank and Trust
Company  as  operations  agent,  Bank of Nova  Scotia as  syndication  agent and
certain other lenders, for temporary or emergency purposes primarily relating to
unanticipated  portfolio  share  redemptions.  Under  the  terms  of the  Credit
Facility,  the  Funds  with  access  to the  Credit  Facility  pay an  aggregate
commitment  fee at a rate of .075% per annum on the entire  amount of the Credit
Facility,  which is allocated among the participating Funds in such manner as is
determined  by the  governing  Boards of the various  Funds.  In  addition,  the
participating  funds will pay interest on  borrowings  at the Federal funds rate
plus  .50%.  For the six  months  ended  June 30,  2000,  the  Portfolio  had no
borrowings under the credit facility.

4. INVESTMENTS IN SECURITIES

   For the six months ended June 30,  2000,  purchases  and sales of  investment
securities (excluding short-term investments) were as follows:

                                            U.S. GOVERNMENT AND
            INVESTMENT SECURITIES           AGENCY OBLIGATIONS
            ---------------------         ---------------------
            PURCHASES     SALES           PURCHASES     SALES
            ---------    --------         ---------    --------
            $295,735     $191,385         $354,810     $846,500


                                       12

<PAGE>

WARBURG PINCUS TRUST II
NOTES TO FINANCIAL STATEMENTS (CONT'D)
June 30, 2000 (Unaudited)
--------------------------------------------------------------------------------

4. INVESTMENTS IN SECURITIES -- (CONT'D)

   At June 30, 2000, the net unrealized  appreciation from investments for those
securities  having an excess of value over cost and net unrealized  depreciation
from investments for those securities having an excess of cost over value (based
on cost for federal income tax purposes) was as follows:

        UNREALIZED               UNREALIZED                  NET UNREALIZED
       APPRECIATION             DEPRECIATION                  DEPRECIATION
       ------------             ------------                 --------------
            $0                   $(69,712)                     $(69,712)

5. CAPITAL SHARE TRANSACTIONS

   The  Portfolio  is  authorized  to  issue  an  unlimited  number  of full and
fractional  shares  of  beneficial  interest,  par  value  of $.001  per  share.
Transactions of the Portfolio were as follows:

                                                FOR THE SIX
                                               MONTHS ENDED        FOR THE
                                               JUNE 30, 2000      YEAR ENDED
                                                (UNAUDITED)    DECEMBER 31, 1999
                                               -------------   -----------------
Shares sold                                       19,789            618,562
Shares issued to shareholders on
 reinvestment of dividends                             0             15,810
Shares Redeemed                                  (97,324)          (452,618)
                                               ---------          ---------
Net increase (decrease) in shares outstanding    (77,535)           181,754
                                               =========          =========


                                       13

<PAGE>
                       This page intentionally left blank
<PAGE>
                       This page intentionally left blank
<PAGE>
                       This page intentionally left blank
<PAGE>

                                [GRAPHIC OMITTED]
          WARBURGE PINCUS FUNDS PART OF CREDIT SUISSE ASSET MANAGEMENT
                      P.O. BOX 9030, BOSTON, MA 02205-9030
                        800-222-8977 (BULLET) www.warburg.com

CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC., DISTRIBUTOR.       TRFIX-3-0600


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission