WARBURG PINCUS EMERGING GROWTH FUND INC /PA/
N-30D, 2001-01-09
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                                     (LOGO)

        WARBURG PINCUS FUNDS     PART OF CREDIT  |  ASSET
                                         SUISSE  |  MANAGEMENT

                                [GRAPHIC OMITTED]

                                     ANNUAL
                                     REPORT
                                OCTOBER 31, 2000

                                 WARBURG PINCUS
                              EMERGING GROWTH FUND

                                    (BULLET)

                                 WARBURG PINCUS
                            SMALL COMPANY VALUE FUND

                                    (BULLET)

                                 WARBURG PINCUS
                            SMALL COMPANY GROWTH FUND

More complete information about the Funds, 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-WARBURG (800-927-2874) or by writing to Warburg Pincus
Funds, P.O. Box 9030, Boston, MA 02205-9030.

Credit Suisse Asset Management Securities, Inc., Distributor, located at 466
Lexington Avenue, New York, NY 10017-3147. Telephone: 800-927-2874. Warburg
Pincus Funds are advised by Credit Suisse Asset Management, LLC.

<PAGE>

FROM TIME TO TIME, THE FUNDS' 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  FUNDS'  MANAGEMENT  ARE AS OF THE  DATE OF THE  LETTERS  AND
PORTFOLIO  HOLDINGS DESCRIBED IN THIS DOCUMENT ARE AS OF OCTOBER 31, 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.

FUND  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.

<PAGE>

WARBURG PINCUS EMERGING GROWTH FUND
ANNUAL INVESTMENT ADVISER'S REPORT -- OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                                December 6, 2000

Dear Shareholder:

   For the 12 months ended October 31, 2000,  the Common Class shares of Warburg
Pincus  Emerging  Growth  Fund had a gain of  30.60%,  vs.  gains of 16.16%  and
29.71%,  respectively,  for the Russell  2000 Growth  Index and the Russell 2500
Growth Index.

   The period was a positive  yet volatile  one for  growth-oriented  small- and
mid-cap stocks.  The group initially  surged,  benefiting from investors' strong
appetite for risk as Y2K fears  evaporated and as a healthy U.S.  economy buoyed
profits.  However, as in the large-cap market,  these shares came under pressure
as the economy's  strength  began to fuel inflation and  interest-rate  worries.
Technology and  telecommunications  stocks,  which had risen to generally  lofty
valuations,  were especially volatile,  falling sharply in April and May. Stocks
were generally  lackluster  over the remainder of the period,  with the economic
and profit  outlook  becoming  more clouded.  However,  certain  market  sectors
performed  well  over the  May-through-October  span,  with  investors  favoring
defensive areas such as health care.

   Within this environment,  the Fund had a good showing, both in absolute terms
and  compared  to its  benchmark.  A number of the Fund's  holdings  contributed
positively  to  its  return,  the  late-period  turmoil  notwithstanding.   Good
performers  for the Fund included its computer,  oil-services,  health-care  and
financial-services  holdings.  Stocks that hampered the Fund included certain of
its telecommunications & equipment names.

   With  regard to sector  allocation,  one  notable  change we made  during the
period was to raise the Fund's  health-care  position.  Our heightened  emphasis
here  was  based  on  company-specific  factors  as well as on our  belief  that
health-care  fundamentals  are  improving.  Companies  that we added  included a
biotechnology/emerging  pharmaceutical  company whose  technologies  are used to
develop products with enhanced therapeutic value. Other health-care companies we
purchased included a medical-devices supplier.

   We also raised the Fund's weighting in the  financial-services  sector, where
we generally  focused on mid-cap  companies  with strong  brand names.  We added
several  companies  we  deemed  attractive,  given  their  valuations  and their
potential  to  benefit   from  what  we  believe   will  be  a   more-supportive
interest-rate backdrop heading into 2001.

                                        1
<PAGE>

WARBURG PINCUS EMERGING GROWTH FUND
ANNUAL INVESTMENT ADVISER'S REPORT -- OCTOBER 31, 2000 (CONT'D)
--------------------------------------------------------------------------------

   We lowered  the Fund's  technology  exposure  over the course of the  period,
eliminating  positions that we judged to have deteriorating  prospects.  Most of
our selling activity was in the telecommunications area, where certain stocks in
our view had become less attractive from a risk/reward  perspective.  That said,
technology  will continue to be a major theme in the Fund. The group in our view
will remain a fount of  opportunity,  given such factors as a global emphasis on
productivity enhancements and the rapid acceleration of Internet usage.

   Elsewhere  of note,  we ended the period with a roughly 10%  weighting in the
energy area,  where we remained  biased in favor of oil-services  companies.  We
continue to have a positive  view on the  longer-term  prospects  for our energy
holdings,  and believe  they can  achieve  good  earnings  growth even if energy
prices began to decline going forward.

   Looking ahead,  while the outlook for small- and mid-cap stocks over the next
few months is  certainly  clouded,  we remain of the view that a "soft  landing"
environment will prevail.  Historically,  a combination of subdued inflation and
modest economic growth has tended to encourage  investment in smaller companies,
especially within the  growth-oriented  sectors targeted by the Fund. Of course,
we will continue to monitor the flow of macroeconomic  data and make adjustments
to the portfolio as we deem appropriate from a risk/reward perspective.



Elizabeth B. Dater                         Stephen J. Lurito
Co-Portfolio Manager                       Co-Portfolio Manager

   INVESTING IN EMERGING-GROWTH  COMPANIES ENTAILS SPECIAL RISK  CONSIDERATIONS.
THESE ARE  DETAILED IN THE  PROSPECTUS,  WHICH SHOULD BE READ  CAREFULLY  BEFORE
INVESTING.

                                        2
<PAGE>

WARBURG PINCUS EMERGING GROWTH FUND
ANNUAL INVESTMENT ADVISER'S REPORT -- OCTOBER 31, 2000 (CONT'D)
--------------------------------------------------------------------------------

       GROWTH OF $10,000 INVESTED IN COMMON CLASS SHARES OF WARBURG PINCUS
          EMERGING GROWTH FUND SINCE INCEPTION AS OF OCTOBER 31, 2000

   The graph below  illustrates a  hypothetical  investment of $10,000 in Common
Class shares of Warburg  Pincus  Emerging  Growth Fund (the "Fund") from January
21, 1988  (inception)  to October 31, 2000,  compared to the Russell 2000 Growth
Index  ("R2000G")* and the Russell 2500 Growth Index  ("R2500G")**  for the same
time period.


                                [GRAPHIC OMITTED]

           EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

             Fund             R2000G          R2500G
1/21/88   $10,000.00        $10,000.00       $10,000.00
Feb-88    $10,480.00        $10,901.40       $10,926.20
Mar-88    $10,760.00        $11,411.20       $11,279.20
Apr-88    $10,860.00        $11,670.60       $11,393.90
May-88    $10,690.00        $11,357.00       $11,104.20
Jun-88    $11,696.60        $12,166.90       $11,925.10
Jul-88    $11,546.10        $12,051.50       $11,617.50
Aug-88    $11,104.80        $11,744.40       $11,192.20
Sep-88    $11,506.00        $12,055.80       $11,578.50
Oct-88    $11,245.20        $11,922.30       $11,444.00
Nov-88    $11,084.70        $11,527.30       $11,088.50
Dec-88    $11,696.20        $11,979.80       $11,557.80
Jan-89    $12,546.30        $12,514.90       $12,151.60
Feb-89    $12,720.40        $12,606.10       $12,194.30
Mar-89    $12,853.50        $12,903.50       $12,440.20
Apr-89    $13,601.20        $13,466.60       $13,116.30
May-89    $14,246.40        $14,046.60       $13,787.90
Jun-89    $14,183.10        $13,725.50       $13,442.60
Jul-89    $14,882.50        $14,255.80       $14,214.40
Aug-89    $15,067.60        $14,603.40       $14,632.30
Sep-89    $14,892.80        $14,649.80       $14,724.80
Oct-89    $13,967.10        $13,782.80       $14,074.40
Nov-89    $14,070.00        $13,875.30       $14,242.20
Dec-89    $14,238.40        $13,928.20       $14,390.30
Jan-90    $13,108.70        $12,711.40       $12,953.10
Feb-90    $13,503.00        $13,106.10       $13,342.90
Mar-90    $13,854.70        $13,615.80       $13,976.40
Apr-90    $13,396.40        $13,171.40       $13,620.70
May-90    $14,728.60        $14,103.70       $14,905.10
Jun-90    $14,821.50        $14,132.70       $15,016.00
Jul-90    $14,371.40        $13,510.80       $14,507.90
Aug-90    $12,903.20        $11,711.50       $12,514.20
Sep-90    $11,981.50        $10,675.30       $11,399.30
Oct-90    $11,606.50        $10,023.70       $10,887.50
Nov-90    $12,313.80        $10,788.00       $11,967.10
Dec-90    $12,834.80        $11,216.00       $12,635.10
Jan-91    $14,008.50        $12,230.30       $13,810.70
Feb-91    $15,149.80        $13,594.10       $15,303.60
Mar-91    $16,226.60        $14,551.00       $16,282.60
Apr-91    $15,645.10        $14,514.50       $15,917.20
May-91    $16,485.00        $15,206.40       $16,728.50
Jun-91    $15,249.50        $14,320.30       $15,810.60
Jul-91    $15,993.20        $14,822.80       $16,700.90
Aug-91    $16,920.00        $15,371.40       $17,423.40
Sep-91    $17,114.00        $15,491.80       $17,623.20
Oct-91    $18,288.70        $15,901.50       $18,219.90
Nov-91    $17,555.80        $15,166.20       $17,452.10
Dec-91    $20,039.30        $16,380.60       $19,587.40
Jan-92    $21,193.50        $17,707.90       $20,416.00
Feb-92    $21,215.50        $18,224.40       $20,617.30
Mar-92    $20,193.20        $17,607.70       $19,441.90
Apr-92    $18,808.10        $16,991.10       $18,428.60
May-92    $19,028.00        $17,217.10       $18,461.00
Jun-92    $18,401.40        $16,403.10       $17,457.10
Jul-92    $18,907.10        $16,973.90       $18,135.60
Aug-92    $18,709.20        $16,495.10       $17,600.60
Sep-92    $19,346.80        $16,875.40       $17,869.60
Oct-92    $20,094.30        $17,411.90       $18,629.00
Nov-92    $22,160.80        $18,744.20       $20,128.70
Dec-92    $22,472.20        $19,397.30       $20,721.90
Jan-93    $22,920.00        $20,053.90       $20,866.70
Feb-93    $21,755.60        $19,590.90       $19,819.00
Mar-93    $22,808.10        $20,226.60       $20,461.30
Apr-93    $22,427.40        $19,671.60       $19,698.10
May-93    $23,547.10        $20,542.00       $20,911.10
Jun-93    $23,871.80        $20,670.20       $20,961.70
Jul-93    $24,442.80        $20,955.70       $20,978.90
Aug-93    $25,909.60        $21,860.90       $22,084.50
Sep-93    $26,984.50        $22,477.90       $22,651.60
Oct-93    $26,581.40        $23,056.40       $23,097.20
Nov-93    $25,472.90        $22,297.90       $22,259.90
Dec-93    $26,541.10        $23,060.30       $23,238.70
Jan-94    $27,326.30        $23,783.20       $23,908.70
Feb-94    $26,874.20        $23,697.30       $23,949.30
Mar-94    $25,173.00        $22,446.40       $22,556.20
Apr-94    $24,744.70        $22,579.70       $22,530.70
May-94    $24,173.70        $22,326.30       $22,078.70
Jun-94    $23,804.90        $21,558.30       $21,098.70
Jul-94    $24,126.10        $21,922.70       $21,557.10
Aug-94    $25,553.70        $23,144.20       $23,142.00
Sep-94    $26,005.80        $23,066.90       $23,130.90
Oct-94    $26,624.40        $22,976.00       $23,528.50
Nov-94    $25,327.70        $22,048.20       $22,486.40
Dec-94    $26,160.40        $22,640.70       $22,942.70
Jan-95    $25,767.80        $22,355.20       $22,718.50
Feb-95    $27,088.40        $23,285.10       $23,954.00
Mar-95    $27,825.90        $23,686.10       $24,883.20
Apr-95    $28,611.10        $24,212.90       $25,164.80
May-95    $28,944.20        $24,629.10       $25,550.80
Jun-95    $31,430.60        $25,906.60       $27,101.80
Jul-95    $33,750.40        $27,399.10       $29,238.20
Aug-95    $34,975.70        $27,965.40       $29,481.80
Sep-95    $36,807.80        $28,465.20       $30,113.30
Oct-95    $35,653.80        $27,192.50       $29,049.40
Nov-95    $36,569.90        $28,334.90       $30,238.10
Dec-95    $38,251.40        $29,082.60       $30,639.30
Jan-96    $37,721.20        $29,051.80       $30,734.00
Feb-96    $39,160.40        $29,957.00       $32,086.30
Mar-96    $39,829.40        $30,566.70       $32,783.20
Apr-96    $43,163.20        $32,201.10       $35,027.60
May-96    $43,732.90        $33,470.10       $36,277.00
Jun-96    $42,106.10        $32,096.20       $34,458.80
Jul-96    $37,560.90        $29,292.90       $31,034.60
Aug-96    $39,770.40        $30,993.90       $33,171.70
Sep-96    $42,005.10        $32,205.20       $34,932.10
Oct-96    $41,412.80        $31,709.20       $33,845.40
Nov-96    $41,677.90        $33,015.60       $35,086.10
Dec-96    $42,032.20        $33,881.00       $35,258.00
Jan-97    $43,563.10        $34,558.20       $36,312.60
Feb-97    $41,627.30        $33,720.60       $34,721.80
Mar-97    $39,223.30        $32,129.60       $32,437.40
Apr-97    $39,311.90        $32,219.30       $32,583.40
May-97    $43,752.90        $35,803.60       $36,488.80
Jun-97    $45,574.90        $37,338.20       $37,709.40
Jul-97    $48,232.00        $39,075.50       $40,102.80
Aug-97    $49,244.20        $39,969.60       $41,081.30
Sep-97    $52,927.70        $42,895.00       $43,982.90
Oct-97    $50,180.70        $41,011.00       $41,238.80
Nov-97    $49,874.60        $40,744.40       $40,606.60
Dec-97    $50,966.90        $41,457.50       $40,462.40
Jan-98    $49,682.50        $40,803.70       $39,934.00
Feb-98    $54,645.80        $43,821.10       $43,362.30
Mar-98    $57,236.00        $45,628.30       $44,972.40
Apr-98    $57,762.60        $45,881.10       $45,381.20
May-98    $54,267.90        $43,409.90       $42,468.10
Jun-98    $56,536.30        $43,501.50       $42,779.40
Jul-98    $52,166.10        $39,980.10       $39,594.10
Aug-98    $41,925.90        $32,216.80       $30,596.70
Sep-98    $43,519.10        $34,738.00       $33,279.40
Oct-98    $45,464.40        $36,155.00       $35,526.50
Nov-98    $48,255.90        $38,049.10       $38,053.50
Dec-98    $53,935.60        $40,403.60       $41,717.30
Jan-99    $54,760.80        $40,940.60       $42,924.60
Feb-99    $49,306.60        $37,624.40       $39,441.70
Mar-99    $51,910.00        $38,211.70       $41,278.10
Apr-99    $51,910.00        $41,635.90       $44,571.20
May-99    $52,771.70        $42,244.20       $45,031.60
Jun-99    $56,872.10        $44,154.50       $48,214.50
Jul-99    $56,087.20        $42,944.60       $47,231.90
Aug-99    $54,830.90        $41,355.70       $46,211.20
Sep-99    $54,885.70        $41,364.80       $46,542.10
Oct-99    $59,002.20        $41,532.30       $48,808.70
Nov-99    $65,439.30        $44,012.20       $54,571.00
Dec-99    $76,478.90        $48,994.40       $64,863.10
Jan-00    $73,993.30        $48,205.60       $64,499.90
Feb-00    $89,028.80        $56,164.30       $81,044.10
Mar-00    $86,081.90        $52,463.10       $74,685.40
Apr-00    $77,077.80        $49,304.80       $67,408.80
May-00    $71,481.90        $46,431.30       $61,406.70
Jun-00    $79,473.60        $50,478.70       $69,525.30
Jul-00    $76,700.00        $48,854.80       $63,827.70
Aug-00    $85,888.60        $52,582.50       $72,147.00
Sep-00    $85,227.30        $51,037.10       $67,481.20
Oct-00    $77,062.50        $48,758.80       $63,308.20

                                 Average Annual
                                  Total Returns
                                for periods ended
                                    10/31/00
                                 (Common Shares)
                               ------------------
                                     1 YEAR
                                     30.60%
                               ------------------
                                     3 YEAR
                                     15.38%
                               ------------------
                                     5 YEAR
                                     16.67%
                               ------------------
                                     10 YEAR
                                     20.84%
                               ------------------
                                                                         FUND
                                                                        ------
1 Year Total Return (9/30/99 to 9/30/00) ............................   55.26%
3 Year Average Annual Total Return (9/30/97 to 9/30/00) .............   17.21%
5 Year Average Annual Total Return (9/30/95 to 9/30/00 ..............   18.28%
10 Year Average Annual Total Return (9/30/90 to 9/30/00) ............   21.68%
Average Annual Total Return Since Inception
   (1/21/88 to 9/30/00) .............................................   18.37%

-----------------
*  The  Russell  2000  Growth  Index is an  unmanaged  index  (with  no  defined
   investment  objective)  that measures the  performance  of those Russell 2000
   companies  with  higher  price-to-book  ratios and higher  forecasted  growth
   values.It  includes  reinvestment  of  dividends,  and is  compiled  by Frank
   Russell Company.
** The Russell 2500 Growth Index measures the  performance of those companies in
   the Russell 2500 Index with higher price-to-book values and higher forecasted
   growth  rates.  The  Russell  2500  Index is  composed  of the 2500  smallest
   companies in the Russell 3000 Index,  which  measures the  performance of the
   3000 largest US companies based on total market  capitalization.  The Russell
   2500 Index represents approximately 17% of the total market capitalization of
   the Russell 3000 Index.

                                        3
<PAGE>

WARBURG PINCUS SMALL COMPANY VALUE FUND
ANNUAL INVESTMENT ADVISER'S REPORT -- OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                                December 6, 2000
Dear Shareholder:

   For the 12 months ended October 31, 2000,  the Common Class shares of Warburg
Pincus Small Company  Value Fund (the "Fund") had a gain of 22.56%.  For the six
months ended October 31, 2000,  the Fund had a gain of 8.15%,  vs. a same-period
gain of 8.41% for the  Russell  2000  Value  Index,  the  Fund's  new  benchmark
effective  May 2, 2000  (replacing  the Russell 2000 Index).  For the six months
ended April 30,  2000,  the Fund had a return of 13.07%,  vs. a return of 18.72%
for the Russell 2000 Index.

   The period was a positive  one for  small-capitalization  stocks,  though the
group was volatile,  as were stocks broadly.  While the group's growth and value
components  posted  roughly equal gains for the 12 months (with a slight edge to
the value  stocks),  they hardly  performed in tandem.  Growth stocks  dominated
early in the period,  when investors'  tolerance for risk was high,  buoyed by a
strong economy and a rally in the technology sector.  However, they tumbled over
the March-through-May period on inflation and interest-rate  uncertainties,  and
remained volatile.  Value stocks  outperformed their growth counterparts late in
the period (within the small-cap arena and elsewhere),  as investors took a more
defensive stance due to worries over a slowing economy.

   Against this  backdrop,  the Fund had a  competitive  showing,  with the Fund
outpacing both Russell indexes cited above for the 12 months.  Stocks that aided
the Fund's return  included its  financial-services,  health-care  and utilities
holdings. The Fund was also helped by its overweighting in the technology sector
early in the period,  when these stocks  rallied (we  subsequently  reduced this
position).  On the negative side, stocks that hindered the Fund included certain
of its materials & processing and consumer-related names.

   Our general  strategy  throughout  the period was to focus on stocks that had
good potential,  in our estimation,  to benefit from visible catalysts,  such as
positive earnings surprises or new product launches. This reflected our concerns
that,  amid  general  uncertainty  and high market  volatility,  companies  with
visible improvements were the most likely to garner favorable investor attention
(as opposed to companies merely trading at discounts to their underlying  worth,
for example).

   We made several  noteworthy  sector-weighting  changes during the period.  We
raised our exposure to the financial segment, where we deemed a number of stocks
to  be  attractive  based  on  their  valuations  and  on  the  prospects  for a
more-favorable interest-rate environment.  These included insurance companies as
well as real-estate investment trusts (we view REITs

                                        4
<PAGE>

WARBURG PINCUS SMALL COMPANY VALUE FUND
ANNUAL INVESTMENT ADVISER'S REPORT -- OCTOBER 31, 2000 (CONT'D)
--------------------------------------------------------------------------------

as financial stocks due to their interest-rate sensitivity), with our
position in REITs rising considerable late in the period.

   We also  increased our weighting in the  health-care  sector,  were our focus
remained on services providers such as hospitals and acute-care  companies.  The
major catalyst in this area is the restoration of  "reimbursement"  rates. These
rates  were  reduced  by the  Balance  Budget  Act of 1997,  sparking a slump in
care-provider stocks, but Congress has recently been increasing the funding, and
could   continue   to  do   so.   Our   health-care   holdings   also   included
laboratory-testing  companies.  We believe that these companies'  profit margins
will widen due to rising demand for testing related to new-drug development.

   Another  increased area of emphasis for the Fund in the period was energy. We
added companies that stood to benefit from an improving  supply/demand  backdrop
for  energy,  including  a number  of  electric-utility  stocks we  believed  to
represent good value.

   One sector weighting we reduced was technology. We had a significant position
early in the period,  based on the large  amount of  promising  company-specific
catalysts we were seeing here. We sold most of our technology  holdings based on
valuation  factors  as the  period  progressed;  fortunately  for the Fund,  our
exposure was minimal when the  technology  group  declined  sharply in April and
May.

   Going  forward,  we will  continue  our  efforts to identify  companies  with
compelling  valuations  and good  potential to benefit from industry  trends and
from company-specific  catalysts.  While the overall backdrop for equities could
remain difficult for a spell, we believe that good  opportunities  will continue
to exist  within a range of  sectors.  As ever,  we will  attempt  to ferret out
hidden values that will receive wider market recognition over time.



Kyle F. Frey
Portfolio Manager

   INVESTING IN SMALL COMPANIES ENTAILS SPECIAL RISK  CONSIDERATIONS.  THESE ARE
DETAILED IN THE PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

                                        5
<PAGE>

WARBURG PINCUS SMALL COMPANY VALUE FUND
ANNUAL INVESTMENT ADVISER'S REPORT -- OCTOBER 31, 2000 (CONT'D)
--------------------------------------------------------------------------------

       GROWTH OF $10,000 INVESTED IN COMMON CLASS SHARES OF WARBURG PINCUS
        SMALL COMPANY VALUE FUND SINCE INCEPTION AS OF OCTOBER 31, 2000

   The graph below  illustrates a  hypothetical  investment of $10,000 in Common
Class shares of Warburg Pincus Small Company Fund (the "Fund") from December 29,
1995  (inception)  to October  31,  2000,  compared  to the  Russell  2000 Index
("R2000")* and the Russell 2000 Value Index ("R2000  Value")** for the same time
period.

                                [GRAPHIC OMITTED]

           EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

             FUND             R2000          R2000 VALUE
12/29/95  $10,000.00        $10,000.00       $10,000.00
Jan-96    $10,000.00        $9,989.40        $10,066.40
Feb-96    $10,650.00        $10,300.70       $10,224.10
Mar-96    $11,550.00        $10,510.30       $10,438.80
Apr-96    $12,619.50        $11,072.30       $10,723.60
May-96    $13,449.90        $11,508.60       $10,995.10
Jun-96    $13,339.60        $11,036.20       $10,865.40
Jul-96    $12,849.60        $10,072.30       $10,287.80
Aug-96    $13,539.60        $10,657.20       $10,734.20
Sep-96    $14,109.60        $11,073.70       $11,027.20
Oct-96    $14,379.10        $10,903.20       $11,155.10
Nov-96    $14,989.00        $11,352.40       $11,755.40
Dec-96    $15,618.60        $11,649.90       $12,137.00
Jan-97    $15,881.60        $11,882.80       $12,323.50
Feb-97    $15,598.30        $11,594.80       $12,440.50
Mar-97    $15,052.10        $11,047.70       $12,106.90
Apr-97    $15,112.80        $11,078.50       $12,284.90
May-97    $16,053.60        $12,311.00       $13,262.90
Jun-97    $17,156.20        $12,838.70       $13,934.00
Jul-97    $18,056.40        $13,436.00       $14,518.80
Aug-97    $18,663.20        $13,743.50       $14,749.20
Sep-97    $20,100.20        $14,749.40       $15,730.10
Oct-97    $18,986.70        $14,101.60       $15,302.50
Nov-97    $18,531.00        $14,009.90       $15,470.20
Dec-97    $18,608.80        $14,255.10       $15,994.70
Jan-98    $18,087.80        $14,030.30       $15,705.50
Feb-98    $19,154.90        $15,067.80       $16,654.90
Mar-98    $19,972.80        $15,689.20       $17,330.40
Apr-98    $20,098.70        $15,776.10       $17,416.00
May-98    $19,572.10        $14,926.40       $16,801.20
Jun-98    $19,742.40        $14,957.90       $16,706.50
Jul-98    $18,301.20        $13,747.10       $15,397.90
Aug-98    $15,396.80        $11,077.70       $12,986.40
Sep-98    $15,544.60        $11,944.60       $13,719.80
Oct-98    $15,193.30        $12,431.80       $14,127.10
Nov-98    $15,567.00        $13,083.10       $14,509.50
Dec-98    $15,839.50        $13,892.70       $14,964.40
Jan-99    $15,464.10        $14,077.30       $14,624.70
Feb-99    $14,270.20        $12,937.10       $13,626.30
Mar-99    $14,070.50        $13,139.00       $13,513.80
Apr-99    $15,065.20        $14,316.40       $14,747.50
May-99    $15,136.00        $14,525.60       $15,200.90
Jun-99    $15,862.60        $15,182.40       $15,751.30
Jul-99    $15,499.30        $14,766.40       $15,377.50
Aug-99    $14,504.30        $14,220.10       $14,815.50
Sep-99    $14,375.20        $14,223.20       $14,519.30
Oct-99    $14,598.00        $14,280.80       $14,228.80
Nov-99    $16,143.90        $15,133.50       $14,302.50
Dec-99    $17,035.10        $16,846.60       $14,742.00
Jan-00    $15,794.90        $16,575.40       $14,356.50
Feb-00    $15,610.10        $19,312.00       $15,234.00
Mar-00    $16,651.30        $18,039.30       $15,305.40
Apr-00    $16,506.40        $16,953.40       $15,396.00
May-00    $15,927.10        $15,965.30       $15,161.10
Jun-00    $16,376.20        $17,357.00       $15,604.10
Jul-00    $16,548.20        $16,798.60       $16,124.00
Aug-00    $17,642.00        $18,080.40       $16,844.90
Sep-00    $18,116.60        $17,549.00       $16,749.40
Oct-00    $17,891.90        $16,765.60       $16,689.90

                                 Average Annual
                                  Total Returns
                                for periods ended
                                    10/31/00
                                 (Common Shares)
                               ------------------
                                     1 YEAR
                                     22.56%
                               ------------------
                                     3 YEAR
                                     -1.96%
                               ------------------
                                 SINCE INCEPTION
                                   (12/29/95)
                                     12.76%
                               ------------------

                                                                           FUND
                                                                          ------
1 Year Total Return (9/30/99 to 9/30/00) ..............................   26.01%
3 Year Average Annual Total Return (9/30/97 to 9/30/00) ...............   -3.40%
Average Annual Total Return Since Inception
   (12/29/95 to 9/30/00) . ............................................   13.30%

----------------
*  The Russell  2000 Index is an  unmanaged  index  (with no defined  investment
   objective) of approximately 2,000 small-cap stocks,  includes reinvestment of
   dividends, and is compiled by Frank Russell Company.
** The  Russell  2000  Value  Index  is an  unmanaged  index  (with  no  defined
   investment  objective)  that measures the  performance  of those Russell 2000
   companies with lower price-to-book ratios and lower forecasted growth values.
   It includes  reinvestment  of  dividends,  and is  compiled by Frank  Russell
   Company.

                                        6
<PAGE>

WARBURG PINCUS SMALL COMPANY GROWTH FUND
ANNUAL INVESTMENT ADVISER'S REPORT -- OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                                December 6, 2000
Dear Shareholder:

   For the 12 months ended October 31, 2000,  the Common Class shares of Warburg
Pincus Small Company Growth Fund had a gain of 43.65%,  vs. a gain of 16.16% for
the Russell 2000 Growth Index.

   The  period  was  an   ultimately   positive   but  very   volatile  one  for
small-capitalization  stocks.  The group had a strong start,  but turned sharply
down in April and May due to  interest-rate  worries and general  concerns  over
valuations on technology  companies.  Small-cap  stocks remained  volatile,  and
ended  the  period  on a  difficult  note  due to  some  highly  visible  profit
disappointments  that tarnished stocks broadly.  All told, most small-cap stocks
gave  up  some  but  by  no  means  all  of  their   initial   gains   over  the
April-through-October span.

   Against this backdrop,  the Fund had a strong showing, both in absolute terms
and compared to that of its benchmark. The Fund's return was aided by good stock
selection  in  general,   especially   within  the  computer,   electronics  and
health-care sectors.  Stocks that hindered the Fund, at least in relative terms,
included specific consumer-related and communications holdings.

   We made no major changes to the Fund during the period with regard to overall
strategy, remaining focused on rapidly growing companies with innovative, viable
products and  services.  We  continued  to see a large number of such  companies
within  the  technology  area,  defined  to include  software,  electronics  and
telecommunications  companies.  Notwithstanding  the group's typically  volatile
nature,  our  longer-term  outlook on these  stocks  remains  positive  based on
accelerating  Internet usage, the worldwide embrace of wireless technologies and
a global push for better productivity.

   One noteworthy sector-weighting increase we made during the period was health
care. We added several services  providers as well as  pharmaceutical  companies
and  more-aggressive  biotechnology  stocks.  On the  services  side,  we deemed
certain  managed-care  and hospital names to be attractive in the latter half of
the  period,  based on what we  viewed  as  improving  fundamentals  within  the
health-care industry. In addition,  while the group's earnings-growth  prospects
remain  relatively   modest,   these  companies  have  good  potential  to  meet
expectations over the near-to-intermediate  term. We believe that investors will
continue  to  reward  companies  that  can  deliver  such  consistency.  In  the
pharmaceutical/biotech  area, we added several  companies  that stand to benefit
over the longer term from  breakthroughs  in gene research and the launch of new
products.

                                        7
<PAGE>

WARBURG PINCUS SMALL COMPANY GROWTH FUND
ANNUAL INVESTMENT ADVISER'S REPORT -- OCTOBER 31, 2000 (CONT'D)
--------------------------------------------------------------------------------

   We ended the period with a modest  overweighting in the energy area, where we
continued to emphasize oil-services  providers.  We believe these companies will
continue to benefit from demand for their services,  even if oil prices begin to
decline.  In our view,  oil prices would have to fall  dramatically  to throttle
activity in the oil-services industry.

   Despite the recent  volatility  in small caps,  and the  potential for choppy
waters over the near term, we have a positive  longer-term outlook on the group.
We remain of the view that these stocks--and the group's  growth-oriented  names
in  particular--will  benefit  in  due  course  from a  historically  supportive
combination of benign  inflation,  relatively  stable  interest rates and modest
economic  growth.  In  addition,   small  caps  currently  trade  at  compelling
valuations vs. those on larger-cap stocks, which should only add to their appeal
from a risk-reward  perspective as the economic  picture  becomes  clearer.  Our
focus,  as  always,  will  remain  on  companies  we deem to have the  brightest
long-term growth prospects.



Stephen J. Lurito                          Sammy Oh
Co-Portfolio Manager                       Co-Portfolio Manager

   INVESTING IN SMALL COMPANIES ENTAILS SPECIAL RISK  CONSIDERATIONS.  THESE ARE
DETAILED IN THE PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

                                        8
<PAGE>

WARBURG PINCUS SMALL COMPANY GROWTH FUND
ANNUAL INVESTMENT ADVISER'S REPORT -- OCTOBER 31, 2000 (CONT'D)
--------------------------------------------------------------------------------

       GROWTH OF $10,000 INVESTED IN COMMON CLASS SHARES OF WARBURG PINCUS
        SMALL COMPANY GROWTH FUND SINCE INCEPTION AS OF OCTOBER 31, 2000

   The graph below  illustrates a  hypothetical  investment of $10,000 in Common
Class  shares of Warburg  Pincus  Small  Company  Growth Fund (the  "Fund") from
December 31, 1996 (inception) to October 31, 2000,  compared to the Russell 2000
Growth Index ("R2000G")* for the same time period.

                                [GRAPHIC OMITTED]

           EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

             FUND             R2000G
12/31/96  $10,000.00        $10,000.00
Jan-97    $10,350.00        $10,249.80
Feb-97    $10,020.00        $9,630.92
Mar-97    $9,250.00         $8,951.36
Apr-97    $8,940.00         $8,847.88
May-97    $10,280.00        $10,177.80
Jun-97    $10,840.00        $10,522.90
Jul-97    $11,370.00        $11,062.10
Aug-97    $11,650.00        $11,394.10
Sep-97    $12,930.00        $12,303.40
Oct-97    $12,250.00        $11,564.40
Nov-97    $12,069.90        $11,289.20
Dec-97    $12,229.20        $11,296.00
Jan-98    $11,927.20        $11,145.40
Feb-98    $12,802.60        $12,129.30
Mar-98    $13,637.40        $12,638.10
Apr-98    $13,496.90        $12,715.60
May-98    $12,360.50        $11,791.80
Jun-98    $12,591.60        $11,912.40
Jul-98    $11,414.30        $10,917.60
Aug-98    $8,949.95         $8,397.40
Sep-98    $9,844.94         $9,248.81
Oct-98    $10,166.90        $9,731.23
Nov-98    $11,092.10        $10,486.10
Dec-98    $12,057.10        $11,435.10
Jan-99    $12,620.10        $11,949.40
Feb-99    $11,644.60        $10,856.30
Mar-99    $12,499.30        $11,243.00
Apr-99    $12,991.80        $12,235.90
May-99    $13,061.90        $12,255.20
Jun-99    $14,570.60        $12,900.80
Jul-99    $14,400.10        $12,501.90
Aug-99    $14,390.00        $12,034.30
Sep-99    $15,154.20        $12,266.50
Oct-99    $16,692.30        $12,580.60
Nov-99    $19,136.00        $13,910.90
Dec-99    $24,021.50        $16,362.00
Jan-00    $23,824.50        $16,209.80
Feb-00    $32,634.80        $19,981.80
Mar-00    $28,921.00        $17,881.60
Apr-00    $24,530.80        $16,076.10
May-00    $22,195.40        $14,668.40
Jun-00    $26,625.60        $16,563.30
Jul-00    $23,710.10        $15,143.80
Aug-00    $27,425.50        $16,736.80
Sep-00    $25,609.90        $15,905.30
Oct-00    $23,981.20        $14,614.30

                                 Average Annual
                                  Total Returns
                                for periods ended
                                    10/31/00
                                 (Common Shares)
                               ------------------
                                     1 YEAR
                                     43.65%
                               ------------------
                                     3 YEAR
                                     25.10%
                               ------------------
                                 SINCE INCEPTION
                                    (12/31/96
                                     25.59%
                               ------------------
                                                                           FUND
                                                                          -----
1 Year Total Return (9/30/99 to 9/30/00) .............................    68.99%
3 Year Average Annual Total Return
   (9/30/97 to 9/30/00) ..............................................    25.56%
Average Annual Total Return Since Inception
   (12/31/96 to 9/30/00) .............................................    28.47%

------------------
*  The Russell  2000 Index is an  unmanaged  index  (with no defined  investment
   objective) of approximately 2,000 small-cap stocks,  includes reinvestment of
   dividends, and is compiled by Frank Russell Company.

                                        9
<PAGE>

WARBURG PINCUS EMERGING GROWTH FUND
SCHEDULE OF INVESTMENTS--OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                     NUMBER
                                                       OF
                                                     SHARES           VALUE
                                                   ---------     --------------
COMMON STOCKS (90.6%)
BUILDING & BUILDING MATERIALS (1.2%)
    Lennar Corp.                                     927,600     $   29,799,150
                                                                 --------------
BUSINESS SERVICES (6.2%)
    Cacheflow, Inc. 1                                 80,800          8,726,400
    Commerce One, Inc. 1                             512,500         32,896,094
    New York Restaurant Group, Inc. 1,2              336,786          3,249,985
    On Assignment, Inc. 1                          1,472,520         37,089,097
    Paychex, Inc.                                    509,550         28,885,116
    TMP Worldwide, Inc. 1                            374,550         26,072,191
    West Teleservices Corp.1                         430,500         10,977,750
                                                                 --------------
                                                                    147,896,633
                                                                 --------------
COMMUNICATIONS & MEDIA (2.6%)
    Ariba, Inc. 1                                    319,000         40,313,625
    Finisar Corp. 1                                  687,000         19,794,187
    Youthstream Media Networks, Inc. 1               995,344          1,928,479
                                                                 --------------
                                                                     62,036,291
                                                                 --------------
COMPUTERS (11.2%)
    Agile Software Corp. 1                            25,200          1,899,450
    BEA Systems, Inc. 1                              670,000         48,072,500
    Brocade Communications Systems, Inc.             173,000         39,335,875
    Mercury Interactive Corp. 1                      261,475         29,023,725
    National Instruments Corp. 1                     611,765         28,561,778
    Network Appliance, Inc. 1                        230,500         27,429,500
    NVIDIA Corp. 1                                   390,200         24,247,272
    Palm, Inc. 1                                     480,000         25,710,000
    Phone.com, Inc. 1                                190,000         17,586,875
    Tech Data Corp. 1                                641,000         26,681,625
                                                                 --------------
                                                                    268,548,600
                                                                 --------------
CONSUMER SERVICES (2.0%)
    DeVRY, Inc. 1                                  1,007,321         37,207,919
    ITT Educational Services, Inc. 1                 679,050         10,695,037
                                                                 --------------
                                                                     47,902,956
                                                                 --------------
ELECTRONICS (14.9%)
    Applied Micro Circuits Corp. 1                   210,000         16,038,750
    Bookham Technology PLC - ADR 1                   662,500         22,317,969
    Celestica, Inc. ADR 1                            325,400         23,388,125
    Emulex Corp. 1                                   172,000         25,262,500
    Maxim Integrated Products, Inc. 1              1,132,390         75,091,612
    Molex, Inc.                                      582,300         31,444,200
    PMC-Sierra, Inc. 1                               210,825         35,734,837
    QLogic Corp. 1                                   240,000         23,220,000
    Texas Instruments, Inc.                          716,524         35,154,459
    TranSwitch Corp. 1                               575,000         33,206,250

                 See Accompanying Notes to Financial Statements.

                                       10
<PAGE>

WARBURG PINCUS EMERGING GROWTH FUND
SCHEDULE OF INVESTMENTS (CONT'D)--OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                     NUMBER
                                                       OF
                                                     SHARES           VALUE
                                                   ---------     --------------
COMMON STOCKS (CONT'D)
ELECTRONICS (cont'd)
    Vishay Intertechnology, Inc. 1                   570,057     $   17,101,710
    Vitesse Semiconductor Corp. 1                    264,000         18,463,500
                                                                 --------------
                                                                    356,423,912
                                                                 --------------
ENERGY (3.7%)
    Apache Corp.                                     562,500         31,113,281
    Chaparral Resources, Inc. 1                       13,889             90,278
    Devon Energy Corp.                               509,000         25,653,600
    Noble Affiliates, Inc.                           646,500         23,718,469
    Southern Energy, Inc. 1                          276,500          7,534,625
                                                                 --------------
                                                                     88,110,253
                                                                 --------------
FINANCIAL SERVICES (9.7%)
    Capital One Financial Corp.                      205,000         12,940,625
    Enhance Financial Services Group, Inc.           295,050          5,732,144
    Franklin Resources, Inc.                         560,100         23,994,684
    Indymac Mortgage Holdings, Inc. 1              1,848,900         38,595,787
    John Hancock Financial Services, Inc. 1          400,000         12,650,000
    Lehman Brothers Holdings, Inc.                   400,000         25,800,000
    MBIA, Inc.                                       445,000         32,345,937
    Reinsurance Group of America, Inc.             1,139,095         42,573,676
    Sun Life Financial Services                      550,000         11,275,000
    XL Capital, Ltd., Class A                        350,000         26,906,250
                                                                 --------------
                                                                    232,814,103
                                                                 --------------
FOOD, BEVERAGES & TOBACCO (0.1%)
    Foodtrader.Com, Inc. 1,2                         966,183          2,000,000
                                                                 --------------
HEALTHCARE (13.9%)
    ALZA Corp. 1                                     461,400         37,344,562
    Coherent, Inc. 1                                 366,400         12,755,300
    Community Health Systems, Inc. 1                 557,600         15,717,350
    Focal, Inc. 1                                          1                  2
    HCA-The Healthcare Co.                           755,000         30,152,812
    Health Management Associates, Inc.,
       Class A 1                                   1,444,500         28,619,156
    Inhale Therapeutic Systems, Inc. 1               275,000         13,681,250
    Ivax Corp.                                     1,222,950         53,198,325
    PE Corp - PE Biosystems Group                    375,800         43,968,600
    Stryker Corp.                                    282,000         13,289,250
    Tenet Healthcare Corp.                           964,000         37,897,250
    Wellpoint Health Networks, Inc. 1                374,300         43,769,706
    Softcom, Inc. 1,2                                454,545            999,999
                                                                 --------------
                                                                    331,393,562
                                                                 --------------
LODGING & RESTAURANTS (0.7%)
    Park Place Entertainment Corp. 1               1,386,100         17,672,775
                                                                 --------------

                 See Accompanying Notes to Financial Statements.

                                       11
<PAGE>

WARBURG PINCUS EMERGING GROWTH FUND
SCHEDULE OF INVESTMENTS (CONT'D)--OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                     NUMBER
                                                       OF
                                                     SHARES           VALUE
                                                   ---------     --------------
COMMON STOCKS (CONT'D)
OIL SERVICES (5.3%)
    Cooper Cameron Corp. 1                           367,790     $   20,044,555
    Nabors Industries, Inc. 1                        982,675         50,018,157
    Noble Drilling Corp. 1                           538,490         22,380,991
    Pogo Producing Co.                               424,000         10,600,000
    Pride International, Inc. 1                      913,100         23,112,844
                                                                 --------------
                                                                    126,156,547
                                                                 --------------
PHARMACEUTICALS (8.6%)
    Abgenix, Inc. 1                                  162,500         12,817,187
    Barr Laboratories, Inc. 1                        299,800         18,924,875
    Biovail Corp. 1                                1,055,100         44,380,144
    Celgene Corp. 1                                  405,700         26,116,938
    Elan Corp. PLC ADR 1                             543,000         28,202,063
    Gemini Genomics PLC ADR1                          99,400          1,130,675
    Human Genome Sciences, Inc. 1                    155,000         13,700,547
    Icos Corp.1                                      145,400          7,469,925
    IDEC Pharmaceuticals Corp. 1                      50,000          9,806,250
    ImClone Systems, Inc. 1                           65,000          3,554,688
    Medarex, Inc. 1                                  230,300         14,077,088
    Millennium Pharmaceuticals, Inc. 1               340,000         24,671,250
    Protein Design Labs, Inc. 1                        5,000            675,391
                                                                 --------------
                                                                    205,527,021
                                                                 --------------
REAL ESTATE (1.2%)
    Apartment Investment & Management Co, Class A    300,000         13,706,250
    Boston Properties, Inc.                          300,000         12,150,000
    Prologis Trust                                   146,100          3,068,100
                                                                 --------------
                                                                     28,924,350
                                                                 --------------
TELECOMMUNICATIONS & EQUIPMENT (9.3%)
    ANTEC Corp. 1                                    250,000          3,046,875
    Audiocodes, Ltd. 1                             1,017,480         40,254,053
    Avanex Corp. 1                                   220,600         22,404,688
    McLeodUSA, Inc. 1                              1,190,875         22,924,344
    MRV Communications, Inc. 1                       437,900         17,297,050
    Polycom, Inc. 1                                1,023,650         66,537,250
    Redback Networks, Inc. 1                         279,000         29,696,063
    Scientific Atlanta, Inc.                         313,400         21,448,313
                                                                 --------------
                                                                    223,608,636
                                                                 --------------
TOTAL COMMON STOCKS (Cost $1,509,482,200)                         2,168,814,788
                                                                 --------------

                 See Accompanying Notes to Financial Statements.

                                       12
<PAGE>

WARBURG PINCUS EMERGING GROWTH FUND
SCHEDULE OF INVESTMENTS (CONT'D)--OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                     NUMBER
                                                       OF
                                                     SHARES           VALUE
                                                   ---------     --------------
WARRANTS (0.0%)
    Women First Healthcare, Inc. 1,2 (Cost $0)         5,516     $            0
                                                                 --------------
SHORT TERM INVESTMENTS (8.5%)
    Institutional Money Market Trust              90,491,206         90,491,206
    RBB Money Market Portfolio                   111,546,591        111,546,591
                                                                 --------------
TOTAL SHORT TERM INVESTMENTS (Cost $202,037,797)                    202,037,797
                                                                 --------------
PREFERRED RATES (1.5%)
    BreezeCom, Ltd., Series B 1,2                  1,509,955         28,028,540
    Celltra, Ltd. 2                                1,102,524          7,000,002
    Opal Concepts, Inc., Series B 2                  792,603            199,998
                                                                 --------------
TOTAL PREFERRED (Cost $15,223,300)                                   35,228,540
                                                                 --------------


                                                     PAR
                                                    -----
BONDS (0.3%)
    Orckit Communications, Inc. (NR)
      5.750% 04/01/05                            $15,000,000          8,043,750
    TimesSquareMedia.com, Inc. (NR)3,4
      6.000% 11/22/02 2                            2,900,000                  0
                                                                 --------------
TOTAL BONDS (Cost $17,900,000)                                        8,043,750
                                                                 --------------
TOTAL INVESTMENTS AT VALUE (100.9%)
   (Cost $1,744,643,297 5)                                        2,414,124,875

LIABILITIES IN EXCESS OF OTHER ASSETS (0.9%)                        (21,585,381)
                                                                 --------------
NET ASSETS (100.0%)                                              $2,392,539,494
                                                                 ==============

                            INVESTMENT ABBREVIATIONS
                       ADR =  American Depository Receipt
                        NR =  Not Rated

--------------------------------------------------------------------------------
 1 Non-income producing security.
 2 Restricted security.
 3 Bond is currently in deafult.
 4 Illiquid security.
 5 Cost for federal income tax purposes is $1,753,820,121.

                 See Accompanying Notes to Financial Statements.

                                       13
<PAGE>

WARBURG PINCUS SMALL COMPANY VALUE FUND
SCHEDULE OF INVESTMENTS--OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                     NUMBER
                                                       OF
                                                     SHARES             VALUE
                                                    --------        -----------
COMMON STOCKS (84.6%)
BANKS & SAVINGS & LOANS (5.9%)
    Century Bancorp, Inc. Class A                     30,300        $   416,625
    Dime Bancorp, Inc.                                18,500            452,094
    Prosperity Bancshares, Inc.                       38,000            717,250
                                                                    -----------
                                                                      1,585,969
                                                                    -----------
BUILDING & BUILDING MATERIALS (3.3%)
    LSI Industries, Inc.                              12,300            230,625
    The Stanley Works                                 10,200            271,575
    Walter Industries, Inc.                           50,500            375,594
                                                                    -----------
                                                                        877,794
                                                                    -----------
BUSINESS SERVICES (0.9%)
    National Data Corp.                                3,400            129,625
    Sensormatic Electronics Corp. 1                    6,000            108,000
                                                                    -----------
                                                                        237,625
                                                                    -----------
COMPUTERS (1.5%)
    Avid Technology, Inc. 1                            7,200             99,900
    JDA Software Group, Inc. 1                         4,820             72,601
    Silicon Graphics, Inc. 1                          18,700             84,150
    Storage Technology Corp. 1                         7,700             75,075
    Transactions Systems Architects, Inc.
       Class A 1                                       4,700             63,450
                                                                    -----------
                                                                        395,176
                                                                    -----------
CONSUMER DURABLES (4.4%)
    Aftermarket Technology Corp. 1                    45,800            243,312
    Harman International Industries, Inc.             13,400            643,200
    Lear Corp. 1                                      10,000            272,500
                                                                    -----------
                                                                      1,159,012
                                                                    -----------
CONSUMER NON-DURABLES (3.6%)
    Borg-Warner Automotive, Inc.                       7,000            264,250
    Cutter & Buck, Inc. 1                             12,600            129,150
    Phillips-Van Heusen Corp.                         46,900            556,937
                                                                    -----------
                                                                        950,337
                                                                    -----------
CONSUMER SERVICES (1.6%)
    Lo-Jack Corp. 1                                   51,400            411,200
                                                                    -----------
ELECTRONICS (2.6%)
    Avant Corp. 1                                     21,200            356,425
    Integrated Device Technology, Inc. 1               1,300             73,206
    M.D.C. Holdings, Inc.                              9,332            255,464
                                                                    -----------
                                                                        685,095
                                                                    -----------
ELECTRIC - UTILITIES (9.1%)
    Energy East Corp.                                 17,000            357,319
    Sierra Pacific Resources                          23,100            397,031
    DTE Energy Co.                                     9,200            332,350

                 See Accompanying Notes to Financial Statements.

                                       14
<PAGE>

WARBURG PINCUS SMALL COMPANY VALUE FUND
SCHEDULE OF INVESTMENTS (CONT'D)--OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                     NUMBER
                                                       OF
                                                     SHARES             VALUE
                                                    --------        -----------
COMMON STOCKS (CONT'D)
ELECTRIC UTILITIES (cont'd)
    NSTAR                                             10,900        $   421,694
    UniSource Energy Corp.                            16,200            241,988
    Public Service Company of New Mexico              23,300            642,206
                                                                    -----------
                                                                      2,392,588
                                                                    -----------
ENERGY (3.3%)
    Cross Timbers Oil Co.                              8,850            166,491
    HS Resources, Inc. 1                               5,400            168,075
    Ocean Energy, Inc. 1                              13,400            185,925
    Newfield Exploration Co. 1                         4,700            177,425
    Tesoro Petroleum Corp. 1                          17,900            185,712
                                                                    -----------
                                                                        883,628
                                                                    -----------
FINANCIAL SERVICES (14.5%)
    AmeriCredit Corp. 1                               22,100            593,937
    Delphi Financial Group, Inc. Class A 1            10,000            370,000
    Fremont General Corp.                            159,200            577,100
    GATX Corp.                                        13,900            584,669
    HCC Insurance Holdings, Inc.                      12,000            228,750
    National Western Life Insurance Co.
       Class A 1                                       2,500            221,250
    Radian Group, Inc.                                 3,905            276,767
    StanCorp Financial Group, Inc.                    14,900            607,175
    Webster Financial Corp.                           15,200            370,500
                                                                    -----------
                                                                      3,830,148
                                                                    -----------
GAS UTILITIES (1.3%)
    MCN Energy Group, Inc.                            14,300            352,138
                                                                    -----------
HEALTHCARE (8.4%)
    Bergen Brunswig Corp. Class A                     13,700            124,156
    Health Management Associates, Inc. Class A 1      12,900            255,581
    ICU Medical, Inc. 1                                9,100            227,500
    LifePoint Hospitals, Inc. 1                        5,200            201,500
    Morrison Management Specialists, Inc.              8,450            283,075
    Omnicare, Inc.                                    28,500            498,750
    Sunrise Assisted Living, Inc. 1                   13,200            308,550
    Universal Health Services, Inc.                    3,700            310,337
                                                                    -----------
                                                                      2,209,449
                                                                    -----------
LEISURE & ENTERTAINMENT (1.1%)
    SCP Pool Corp. 1                                  11,319            292,879
                                                                    -----------
OIL SERVICES (3.1%)
    Evergreen Resources, Inc. 1                       13,100            360,250
    Newpark Resources, Inc. 1                         23,200            208,800
    Pride International, Inc. 1                       10,200            258,187
                                                                    -----------
                                                                        827,237
                                                                    -----------

                 See Accompanying Notes to Financial Statements.

                                       15
<PAGE>

WARBURG PINCUS SMALL COMPANY VALUE FUND
SCHEDULE OF INVESTMENTS (CONT'D)--OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                     NUMBER
                                                       OF
                                                     SHARES             VALUE
                                                    --------        -----------
COMMON STOCKS (CONT'D)
PAPER & FORESTRY PRODUCTS (3.8%)
    Caraustar Industries, Inc.                            30        $       302
    Ivex Packaging Corp. 1                            68,900            676,081
    Packaging Corporation of America 1                22,500            330,469
                                                                    -----------
                                                                      1,006,852
                                                                    -----------
REAL ESTATE (12.5%)
    BRE Properties, Inc. Class A                      17,100            540,788
    CenterPoint Properties Corp.                      11,800            524,363
    Essex Property Trust, Inc.                         9,800            509,600
    Home Properties of New York, Inc.                  7,800            212,063
    Manufactured Home Communities, Inc.               13,200            328,350
    Mission West Properties, Inc.                     49,386            663,624
    Urban Shopping Centers, Inc.                      10,900            522,519
                                                                    -----------
                                                                      3,301,307
                                                                    -----------
RETAIL (2.3%)
    Pathmark Stores, Inc. 1                           38,700            607,106
                                                                    -----------
TRANSPORTATION (1.4%)
    Landstar Systems, Inc. 1                           7,700            363,825
                                                                    -----------
TOTAL COMMON STOCKS (Cost $18,145,058)                               22,369,365
                                                                    -----------
SHORT TERM INVESTMENTS (14.9%)
    Institutional Money Market Trust               2,721,794          2,721,795
    RBB Money Market Portfolio                     1,205,652          1,205,652
                                                                    -----------
TOTAL SHORT TERM INVESTMENTS (Cost $3,927,447)                        3,927,447
                                                                    -----------
RIGHTS & WARRANTS (0.0%)
    EA Industries, Inc. 2,3 (Cost $110,438)                1                  0
                                                                    -----------
TOTAL INVESTMENTS AT VALUE (99.5%)
   (Cost $22,182,943 4)                                              26,296,812

OTHER ASSETS IN EXCESS OF LIABILITIES (0.5%)                            136,061
                                                                    -----------
NET ASSETS (100.0%)                                                 $26,432,873
                                                                    ===========

                            INVESTMENT ABBREVIATIONS
                        ADR = American Depository Receipt
--------------------------------------------------------------------------------
 1 Non-income producing security.
 2 Restricted security.
 3 Illiquid security.
 4 Cost for federal income tax purposes is $22,230,177.

                 See Accompanying Notes to Financial Statements.

                                       16
<PAGE>

WARBURG PINCUS SMALL COMPANY GROWTH FUND
SCHEDULE OF INVESTMENTS--OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                     NUMBER
                                                       OF
                                                     SHARES             VALUE
                                                    --------        -----------
COMMON STOCKS (92.6%)
BUSINESS SERVICES (2.7%)
    Acxiom Corp. 1                                    17,800        $   716,450
    Getty Images, Inc. 1                              11,200            355,600
    QRS Corp. 1                                        5,650             47,672
    Radvision Ltd. 1                                   2,700             59,737
    Titan Corp. 1                                      8,200            109,675
                                                                    -----------
                                                                      1,289,134
                                                                    -----------
COMMUNICATIONS & MEDIA (2.8%)
    About.com, Inc.                                    2,200             52,800
    IntraNet Solutions, Inc.                           9,500            441,750
    Pegasus Communications Corp.                       1,004             35,705
    Puma Technology, Inc.                              3,500             47,469
    Seachange International, Inc.                     12,400            272,800
    ValueVision International, Inc.                   23,700            479,925
                                                                    -----------
                                                                      1,330,449
                                                                    -----------
COMPUTERS (12.3%)
    BackWeb Technologies, Ltd.                        21,700            193,944
    Concurrent Computer Corp. 1                       31,700            558,712
    Documentum, Inc. 1                                 8,700            739,500
    Great Plains Software, Inc. 1                      4,800            186,900
    Informatica Corp.                                  1,500            141,750
    Iona Technologies PLC ADR 1                        7,500            493,125
    Manugistics Group, Inc.                            7,000            797,562
    Marimba, Inc.                                      8,700             51,656
    NetIQ Corp. 1                                      5,500            473,687
    Peregrine Systems, Inc.                           27,600            662,400
    Planetweb, Inc. 1,2                               27,600            150,144
    Radiant Systems, Inc. 1                           23,300            429,594
    Remedy Corp. 1                                     8,900            152,412
    RSA Security, Inc.                                 7,700            446,600
    Unify Corp. 1                                      3,700              1,850
    Zoran Corp. 1                                      7,900            395,987
                                                                    -----------
                                                                      5,875,823
                                                                    -----------
CONSUMER SERVICES (1.5%)
    Advantage Learning Systems, Inc.                  13,800            409,687
    Praecis Pharmaceuticals, Inc. 1                   11,400            289,275
                                                                    -----------
                                                                        698,962
                                                                    -----------
ELECTRONICS (16.2%)
    Alpha Industries, Inc.                            19,500            777,562
    ANADIGICS, Inc. 1                                 15,750            352,406
    Anaren Microwave, Inc. 1                           5,350            556,400
    Apw, Ltd. 1                                       18,200            840,612
    Asyst Technologies, Inc. 1                        11,500            172,500
    Avant! Corp. 1                                     4,899             82,364
    C-Cube Microsystems, Inc. 1                       25,000            487,500

                 See Accompanying Notes to Financial Statements.

                                       17
<PAGE>

WARBURG PINCUS SMALL COMPANY GROWTH FUND
SCHEDULE OF INVESTMENTS (CONT'D)--OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                     NUMBER
                                                       OF
                                                     SHARES             VALUE
                                                    --------        -----------
COMMON STOCKS (CONT'D)
ELECTRONICS (cont'd)
    Caliper Technologies Corp. 1                       3,800        $   214,225
    Cymer, Inc.                                        9,700            242,500
    DSP Group, Inc. 1                                 17,600            499,400
    EMCORE Corp. 1                                    16,400            672,400
    Exar Corp. 1                                      10,500            469,219
    Interlink Electronics, Inc.                        9,000            201,375
    Mips Technologies, Inc. Class A 1                 11,600            465,450
    Photronics, Inc. 1                                16,700            376,794
    Plexus Corp. 1                                     1,467             92,513
    PRI Automation, Inc.                               9,200            208,150
    Sipex Corp. 1                                     13,100            515,812
    Telcom Semiconductor, Inc. 1                       1,500             21,094
    Varian Semiconductor Equipment Associates,
       Inc. 1                                          7,800            179,400
    Veeco Instruments, Inc. 1                          2,900            191,989
    Zygo Corp. 1                                       2,205            109,147
                                                                    -----------
                                                                      7,728,812
                                                                    -----------
ENERGY (1.2%)
    Stone Energy Corp. 1                              11,000            563,200
                                                                    -----------
FINANCIAL SERVICES (3.9%)
    AmeriCredit Corp. 1                               17,500            470,312
    Compucredit Corp. 1                                4,500            138,937
    Enhance Financial Services Group, Inc.             4,200             48,825
    Fidelity National Financial, Inc.                 22,700            557,569
    Mutual Risk Management, Ltd.                      13,000            235,625
    Reinsurance Group, Inc.                           10,731            401,071
                                                                    -----------
                                                                      1,852,339
                                                                    -----------
FOOD, BEVERAGES & TOBACCO (0.7%)
    Hain Celestial Group, Inc. 1                       8,300            329,406
                                                                    -----------
HEALTHCARE (17.4%)
    Advance Paradigm, Inc. 1                          21,800          1,065,475
    AmeriSource Health Corp. Class A 1                18,100            786,219
    Bindley Western Industries, Inc.                  19,000            682,813
    Coherent, Inc. 1                                   8,700            302,869
    Community Health Care 1                           29,600            834,350
    Foundation Health Systems, Inc. Class A 1         42,700            862,006
    Inhale Therapeutic Systems, Inc. 1                 6,900            343,275
    LifePoint Hospitals, Inc. 1                       11,300            437,875
    Mid Atlantic Medical Services, Inc. 1             29,100            494,700
    MiniMed, Inc. 1                                    5,800            423,038
    Oxford Health Plans, Inc. 1                       28,000            945,000
    Renal Care Group, Inc. 1                          17,500            411,250
    Universal Health Services, Inc. Class B            8,400            704,550
                                                                    -----------
                                                                      8,293,420
                                                                    -----------

                 See Accompanying Notes to Financial Statements.

                                       18
<PAGE>

WARBURG PINCUS SMALL COMPANY GROWTH FUND
SCHEDULE OF INVESTMENTS (CONT'D)--OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                     NUMBER
                                                       OF
                                                     SHARES             VALUE
                                                    --------        -----------
COMMON STOCKS (CONT'D)
LEISURE & ENTERTAINMENT (3.1%)
    American Classic Voyages Co. 1                    17,900        $   247,244
    Championship Auto Racing 1                        16,600            412,925
    Mandalay Resort Group 1                           17,200            357,975
    THQ, Inc. 1                                       21,600            442,800
                                                                    -----------
                                                                      1,460,944
                                                                    -----------
OIL SERVICES (5.8%)
    BJ Services Co. 1                                  8,000            419,500
    Cooper Cameron Corp. 1                             7,600            414,200
    National-Oilwell, Inc. 1                          14,100            412,425
    Petroleum Geo - Services ADR 1                    19,300            264,169
    Precision Drilling Corp. 1                        14,100            403,613
    Rowan Companies, Inc. 1                           16,000            403,000
    Smith International, Inc. 1                        6,300            444,150
                                                                    -----------
                                                                      2,761,057
                                                                    -----------
PHARMACEUTICALS (11.4%)
    Aclara Biosciences, Inc. 1                        12,400            221,650
    Alkermes, Inc. 1                                  21,000            778,313
    Caremark Rx, Inc. 1                               51,700            646,250
    Cell Therapeutics, Inc. 1                          9,000            602,016
    Genencor International, Inc. 1                    13,700            376,750
    Intermune Pharmaceuticals, Inc.                    2,900            145,000
    K-V Pharmaceutical Co.                             8,000            311,500
    Lynx Therapeutics, Inc. 1                          8,400            147,000
    Maxim Pharmaceuticals, Inc.                        4,800            213,000
    Maxygen, Inc. 1                                    7,700            309,925
    Medarex, Inc. 1                                    9,600            586,800
    Medicis Pharmaceutical Corp. Class A 1             9,800            721,525
    Titan Pharmaceuticals, Inc. 1                      2,700            113,616
    United Therapeutics Corp. 1                        4,300            230,050
                                                                    -----------
                                                                      5,403,395
                                                                    -----------
TELECOMMUNICATIONS & EQUIPMENT (13.6%)
    Adaptive Broadband Corp. 1                         1,900             30,519
    Advanced Fibre Communications, Inc. 1             17,200            560,075
    Aeroflex, Inc.                                     8,400            499,800
    Antec Corp. 1                                     13,200            160,875
    Audiocodes, Ltd. 1                                11,900            470,794
    Clarent Corp. 1                                    8,400            260,925
    CTC Communications Corp. 1                         8,850             85,458
    Integrated Telecom Express, Inc. 1                22,700            320,638
    MRV Communications, Inc. 1                        10,800            426,600
    Natural Microsystems Corp. 1                       7,000            316,313
    PECO II, Inc. 1                                   16,900            665,438

                 See Accompanying Notes to Financial Statements.

                                       19
<PAGE>

WARBURG PINCUS SMALL COMPANY GROWTH FUND
SCHEDULE OF INVESTMENTS (CONT'D)--OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                                     NUMBER
                                                       OF
                                                     SHARES             VALUE
                                                    --------        -----------
COMMON STOCKS (CONT'D)
TELECOMMUNICATIONS & EQUIPMENT (cont'd)
    Polycom, Inc.                                      9,800        $   637,000
    Powerwave Technologies, Inc. 1                    14,700            707,438
    Proxim, Inc.                                      10,400            630,500
    Tekelec1                                          17,900            658,944
    Viatel, Inc. 1                                     9,400             90,475
                                                                    -----------
                                                                      6,521,792
                                                                    -----------
TOTAL COMMON STOCKS (Cost $43,250,587)                               44,108,733
                                                                    -----------
SHORT TERM INVESTMENTS (6.6%)
    Institutional Money Market Trust                 959,143            959,143
    RBB Money Market Fund                          2,208,176          2,208,176
                                                                    -----------
TOTAL SHORT TERM INVESTMENTS (Cost $3,167,319)                        3,167,319
                                                                    -----------
TOTAL INVESTMENTS AT VALUE (98.9%)
   (COST $46,417,906 3)                                              47,276,052

OTHER ASSETS IN EXCESS OF LIABILITIES (1.1%)                            623,460
                                                                    -----------
NET ASSETS (100.0%)                                                 $47,899,512
                                                                    ===========

                            INVESTMENT ABBREVIATIONS
                        ADR = American Depository Receipt
--------------------------------------------------------------------------------
 1 Non-income producing security.
 2 Restricted security.
 3 Cost for federal income tax purposes is $46,615,044.

                 See Accompanying Notes to Financial Statements.

                                       20
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
October 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    WARBURG PINCUS         WARBURG PINCUS      WARBURG PINCUS
                                                                   EMERGING GROWTH         SMALL COMPANY       SMALL COMPANY
                                                                         FUND                VALUE FUND         GROWTH FUND
                                                                   ---------------         --------------      --------------
<S>                                                                 <C>                     <C>                  <C>
ASSETS
  Investments at value (cost - $1,744,643,297,
    $22,182,943 and $46,417,906, respectively)                      $2,414,124,875          $26,296,812          $47,276,052
  Dividends and interest receivable                                        653,633               80,054                9,777
  Receivable for fund shares sold                                        5,629,081            1,084,648              388,152
  Receivable for investment sold unsettled                               7,256,473                    0            1,067,141
  Cash                                                                           0                    0                  200
  Prepaid expenses and other assets                                         86,657              190,043               35,801
                                                                    --------------          -----------          -----------
                                                                     2,427,750,719           27,651,557           48,777,123
                                                                    --------------          -----------          -----------
LIABILITIES
  Advisory fee payable                                                   1,856,259               10,792                    0
  Administration services fee payable                                      206,251                2,113                3,942
  Directors fee payable                                                      3,000                2,725                3,869
  Payable for investments purchased                                     25,894,563            1,162,562              792,321
  Payable for fund shares redeemed                                       6,166,647                    0               23,164
  Payable for as of fund share                                                   0                4,861                    0
  Accrued expenses payable                                               1,084,505               35,631               54,315
                                                                    --------------          -----------          -----------
                                                                        35,211,225            1,218,684              877,611
                                                                    --------------          -----------          -----------
NET ASSETS
  Capital stock, $0.001 par value                                           47,876                6,947                2,073
  Paid-in capital                                                    1,334,006,077           18,771,524           48,704,964
  Undistributed net investment income                                            0               26,001                    0
  Accumulated net realized gain (loss)
    from security transactions                                         389,003,962            3,514,532           (1,665,672)
  Net unrealized appreciation from investments                         669,481,579            4,113,869              858,146
                                                                    --------------          -----------          -----------
Net Assets                                                          $2,392,539,494          $26,432,873          $47,899,512
                                                                    ==============          ===========          ===========
COMMON SHARES
  Net assets                                                        $2,114,737,396          $26,403,491          $47,899,512
                                                                    --------------          -----------          -----------
  Shares outstanding                                                    42,096,024            1,945,293            2,072,823
                                                                    --------------          -----------          -----------
  Net asset value, offering price and redemption
    price per share                                                         $50.24               $13.57               $23.11
                                                                            ======               ======               ======
ADVISOR SHARES
  Net assets                                                        $  277,802,098          $    29,382
                                                                    --------------          -----------
  Shares outstanding                                                     5,784,998                2,185
                                                                    --------------          -----------
  Net asset value, offering price and redemption
    price per share                                                         $48.02               $13.45
                                                                            ======               ======

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                       21
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
STATEMENTS OF OPERATIONS
For the Year Ended October 31, 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    WARBURG PINCUS         WARBURG PINCUS      WARBURG PINCUS
                                                                   EMERGING GROWTH         SMALL COMPANY       SMALL COMPANY
                                                                         FUND                VALUE FUND         GROWTH FUND
                                                                   ---------------         --------------      --------------
<S>                                                                  <C>                     <C>                <C>
INVESTMENT INCOME:
  Dividends                                                          $  3,109,706            $  399,806         $     9,675
  Interest                                                              9,542,601                86,841             194,327
  Foreign taxes withheld                                                   (4,575)                    0                   0
                                                                     ------------            ----------         -----------
    Total investment income                                            12,647,732               486,647             204,002
                                                                     ------------            ----------         -----------
EXPENSES:
  Investment advisory fees                                             21,973,038               265,466             338,862
  Administrative services fees                                          4,205,534                56,829              72,008
  Shareholder servicing/Distribution fees                               1,538,827                66,277              84,716
  Transfer agent fees                                                   1,783,382                13,455              28,499
  Custodian/Sub-custodian fees                                            411,399                33,033              38,405
  Printing fees                                                           302,962                14,419              10,545
  Legal fees                                                              108,685                15,894              12,040
  Audit fees                                                               60,395                12,000              13,400
  Registration fees                                                        48,362                25,196              53,089
  Insurance expense                                                        15,175                 1,524               1,453
  Directors fees                                                           12,825                10,624              13,517
  Interest expense                                                         12,425                     0               1,631
  Offering/Organizational costs                                                 0                14,944                   0
  Miscellaneous expense                                                    86,156                     0               1,293
                                                                     ------------            ----------         -----------
                                                                       30,559,165               529,661             669,458
                                                                     ------------            ----------         -----------
  Less: fees waived, expenses reimbursed and
    transfer agent offsets                                               (477,369)              (66,476)           (195,051)
                                                                     ------------            ----------         -----------
    Total expenses                                                     30,081,796               463,185             474,407
                                                                     ------------            ----------         -----------
      Net investment income (loss)                                    (17,434,064)               23,462            (270,405)
                                                                     ------------            ----------         -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) FROM
  INVESTMENTS:
  Net realized loss from investments                                  419,040,087             3,733,200          (1,581,984)
  Net change in unrealized appreciation (depreciation)
    from investments                                                  132,236,335             1,967,554          (1,139,253)
                                                                     ------------            ----------         -----------
    Net realized and unrealized gain (loss) from
      investments                                                     551,276,422             5,700,754          (2,721,237)
                                                                     ------------            ----------         -----------
  Net increase (decrease) in net assets resulting
    from operations                                                  $533,842,358            $5,724,216         $(2,991,642)
                                                                     ============            ==========         ===========
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                       22
<PAGE>

                       This page intentionally left blank


<PAGE>

WARBURG PINCUS EMERGING GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                WARBURG PINCUS                  WARBURG PINCUS
                                                                               EMERGING GROWTH               SMALL COMPANY VALUE
                                                                                    FUND                             FUND
                                                                      --------------------------------   --------------------------
                                                                         FOR THE          FOR THE          FOR THE       FOR THE
                                                                        YEAR ENDED       YEAR ENDED       YEAR ENDED    YEAR ENDED
                                                                        OCTOBER 31,      OCTOBER 31,      OCTOBER 31,   OCTOBER 31,
                                                                      ---------------  ---------------   ------------   -----------
                                                                           2000             1999             2000           1999
                                                                      ---------------  ---------------   ------------   -----------
<S>                                                                   <C>              <C>               <C>            <C>
FROM OPERATIONS:
  Net investment income (loss)                                        $   (17,434,064) $   (15,518,919)  $     23,462   $  (354,167)
  Net realized gain (loss) from investments                               419,040,087      300,644,500      3,733,200     3,792,545
  Net change in unrealized appreciation (depreciation) from
    investments                                                           132,236,335      205,391,594      1,967,554    (4,750,334)
                                                                      ---------------  ---------------   ------------   -----------
    Net increase (decrease) in net assets resulting from operations       533,842,358      490,517,175      5,724,216    (1,311,956)
                                                                      ---------------  ---------------   ------------   -----------
FROM DISTRIBUTIONS:
    Distributions from realized gains (losses):
      Common Class Shares                                                (225,635,097)               0     (3,505,579)   (2,280,474)
      Advisor Class Shares                                                (31,683,347)               0         (2,470)       (1,680)
                                                                      ---------------  ---------------   ------------   -----------
    Net decrease in net assets from distributions                        (257,318,444)               0     (3,508,049)   (2,282,154)
                                                                      ---------------  ---------------   ------------   -----------
FROM CAPITAL SHARE TRANSACTIONS:
  Proceeds from sale of shares                                          1,307,801,851      724,682,855     18,117,399    30,617,506
  Reinvested distributions                                                248,328,679              225      3,045,568     2,155,694
  Net asset value of shares redeemed                                   (1,260,954,165)  (1,237,905,127)   (26,177,249)  (80,318,997)
                                                                      ---------------  ---------------   ------------   -----------
    Net increase (decrease) in net assets from capital share
      transactions                                                        295,176,365*    (513,222,047)    (5,014,282)  (47,545,797)
                                                                      ---------------  ---------------   ------------   -----------
    Net increase (decrease) in net assets                                 571,700,279      (22,704,872)    (2,798,115)  (51,139,907)

NET ASSETS:
  Beginning of year                                                     1,820,839,215    1,843,544,087     29,230,988    80,370,895
                                                                      ---------------  ---------------   ------------   -----------
  End of year                                                         $ 2,392,539,494  $ 1,820,839,215   $ 26,432,873   $29,230,988
                                                                      ===============  ===============   ============   ===========
UNDISTRIBUTED NET INVESTMENT INCOME:                                  $             0  $             0   $     26,001   $         0
                                                                      ===============  ===============   ============   ===========

</TABLE>

<TABLE>
<CAPTION>
                                                                              WARBURG PINCUS
                                                                           SMALL COMPANY GROWTH
                                                                                   FUND
                                                                      -----------------------------
                                                                         FOR THE         FOR THE
                                                                       YEAR ENDED       YEAR ENDED
                                                                       OCTOBER 31,      OCTOBER 31,
                                                                      ------------     ------------
                                                                          2000             1999
                                                                      ------------     ------------
<S>                                                                   <C>              <C>
FROM OPERATIONS:
  Net investment income (loss)                                        $   (270,405)    $    (69,300)
  Net realized gain (loss) from investments                             (1,581,984)       1,359,344
  Net change in unrealized appreciation (depreciation) from
    investments                                                         (1,139,253)       1,785,904
                                                                      ------------     ------------
    Net increase (decrease) in net assets resulting from operations     (2,991,642)       3,075,948
                                                                      ------------     ------------
FROM DISTRIBUTIONS:
    Distributions from realized gains (losses):
      Common Class Shares                                                 (393,861)               0
      Advisor Class Shares                                                       0                0
                                                                      ------------     ------------
    Net decrease in net assets from distributions                         (393,861)               0
                                                                      ------------     ------------
FROM CAPITAL SHARE TRANSACTIONS:
  Proceeds from sale of shares                                          97,628,775       11,768,644
  Reinvested distributions                                                 350,461                0
  Net asset value of shares redeemed                                   (55,714,596)     (10,367,900)
                                                                      ------------     ------------
    Net increase (decrease) in net assets from capital share
      transactions                                                      42,264,640        1,400,744
                                                                      ------------     ------------
    Net increase (decrease) in net assets                               38,879,137        4,476,692

NET ASSETS:
  Beginning of year                                                      9,020,375        4,543,683
                                                                      ------------     ------------
  End of year                                                         $ 47,899,512     $  9,020,375
                                                                      ============     ============
UNDISTRIBUTED NET INVESTMENT INCOME:                                  $          0     $          0
                                                                      ============     ============

<FN>
*Includes redemption of 7,924,407 as a result of redemption in-kind on March 31, 2000.
</FN>
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                     24 & 25
<PAGE>

WARBURG PINCUS EMERGING GROWTH FUND
FINANCIAL HIGHLIGHTS
(For a Common Class share of the Fund Outstanding Throughout Each Year)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             FOR THE YEAR ENDED OCTOBER 31,
                                                  -------------------------------------------------------------------------------
                                                     2000              1999            1998              1997             1996
                                                  ----------        ----------       ---------        ----------       ----------
<S>                                               <C>               <C>              <C>              <C>              <C>
PER-SHARE DATA
Net asset value, beginning of year                $    43.73        $    33.69       $   39.66        $    32.80       $    29.97
                                                  ----------        ----------       ---------        ----------       ----------
INVESTMENT ACTIVITIES:
  Net investment loss                                  (0.33)            (0.33)          (0.12)            (0.19)           (0.02)
  Net gains (losses) on investments
    (both realized and unrealized)                     13.07             10.37           (3.46)             7.12             4.60
                                                  ----------        ----------       ---------        ----------       ----------
      Total from investment activities                 12.74             10.04           (3.58)             6.93             4.58
                                                  ----------        ----------       ---------        ----------       ----------
LESS DISTRIBUTIONS:
  Distributions from realized capital gains            (6.23)             0.00           (2.39)            (0.07)           (1.75)
                                                  ----------        ----------       ---------        ----------       ----------
      Total distributions                               0.00              0.00           (2.39)            (0.07)           (1.75)
                                                  ----------        ----------       ---------        ----------       ----------
NET ASSET VALUE, END OF YEAR                      $    50.24        $    43.73       $   33.69        $    39.66       $    32.80
                                                  ==========        ==========       =========        ==========       ==========
      Total return                                     30.60%            29.80%          (9.40)%           21.18%           16.14%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000s omitted)            $2,114,737        $1,592,595       $1,532,521       $1,515,385       $1,104,684
    Ratio of expenses to average net assets             1.19%1            1.23%1          1.22%1            1.22%1           1.28%
    Ratio of net loss to average net assets             (.65)%            (.75)%          (.48)%            (.59)%           (.63)%
Portfolio turnover rate                               190.82%           154.08%          91.60%            87.03%           65.77%

<FN>
--------------------------------------------------------------------------------
1  Interest earned on uninvested cash balances is used to offset portions of the
   transfer agent  expense.  These  arrangements  resulted in a reduction to the
   Common Class shares'  expenses by .02%  annualized for the year ended October
   31, 2000, and by .01%,  .00%, .01% and .01% for the years ending 1999,  1998,
   1997 and 1996, respectively. The Common Class shares' operating expense ratio
   after reflecting these arrangements were 1.17% for the year ended October 31,
   2000, and 1.22%, 1.22%, 1.21% and 1.27% for the years ending 1999, 1998, 1997
   and 1996, respectively.
</FN>
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                       26
<PAGE>

WARBURG PINCUS SMALL COMPANY VALUE FUND
FINANCIAL HIGHLIGHTS
(For a Common Class share of the Fund Outstanding Throughout Each Period)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             FOR THE YEAR ENDED OCTOBER 31,
                                                   ----------------------------------------------------------------------------
                                                     2000              1999             1998             1997           1996 4
                                                   -------            -------          -------         --------         -------
<S>                                                <C>                <C>              <C>             <C>              <C>
PER-SHARE DATA
Net asset value, beginning of period               $ 12.47            $ 13.39          $ 18.77         $  14.38         $ 10.00
                                                   -------            -------          -------         --------         -------
INVESTMENT ACTIVITIES:
  Net investment income/(loss)                        0.01              (0.15)           (0.12)           (0.08)          (0.02)
  Net gains (losses) on investments
    (both realized and unrealized)                    2.65              (0.34)           (3.33)            4.64            4.40
                                                   -------            -------          -------         --------         -------
      Total from investment activities                2.66              (0.49)           (3.45)            4.56            4.38
                                                   -------            -------          -------         --------         -------
LESS DISTRIBUTIONS:
  Distributions from realized capital gains          (1.56)             (0.43)           (1.93)           (0.17)           0.00
                                                   -------            -------          -------         --------         -------
      Total distributions                            (1.56)             (0.43)           (1.93)           (0.17)           0.00
                                                   -------            -------          -------         --------         -------
NET ASSET VALUE, END OF PERIOD                     $ 13.57            $ 12.47          $ 13.39         $  18.77         $ 14.38
                                                   =======            =======          =======         ========         =======
      Total return                                   22.56%             (3.91)%         (19.97)%          32.05%          43.80%2

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s omitted)           $26,403            $29,201          $80,318         $223,675         $84,045
    Ratio of expenses to average net assets           1.76%1             1.76%1           1.70%1           1.70%1          1.75%1,3
    Ratio of net gain to average net assets            .09%              (.76)%           (.46)%           (.63)%          (.43)%3
    Decrease reflected in above operating
      expense ratios due to waivers/
      reimbursements                                   .23%               .38%             .01%             .03%            .44%3
Portfolio turnover rate                             155.35%            168.57%           77.92%          105.87%          43.14%2

<FN>
--------------------------------------------------------------------------------
1  Interest earned on uninvested cash balances is used to offset portions of the
   transfer agent  expense.  These  arrangements  resulted in a reduction to the
   Common Class shares'  expenses by .02%  annualized for the year ended October
   31,  2000,  and by .01%,  .00%,  .01% and .00% for the year or period  ending
   1999, 1998, 1997 and 1996,  respectively.  The Common Class shares' operating
   expense ratio after  reflecting  these  arrangements  were 1.74% for the year
   ended  October 31, 2000,  and 1.75%,  1.70%,  1.69% and 1.75% for the year or
   period ending 1999, 1998, 1997 and 1996, respectively.
2  Non-annualized.
3  Annualized.
4  For the period December 29, 1995 (commencement of operations) through October
   31, 1996.
</FN>
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                       27
<PAGE>

WARBURG PINCUS SMALL COMPANY GROWTH FUND
FINANCIAL HIGHLIGHTS
(For a Common Class share of the Fund Outstanding Throughout Each Period)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     FOR THE YEAR ENDED OCTOBER 31,
                                                               -------------------------------------------
                                                                2000        1999        1998 4      1997 4
                                                               -------     -------     -------     -------
<S>                                                            <C>         <C>         <C>         <C>
PER-SHARE DATA
Net asset value, beginning of period                           $ 16.60     $ 10.11     $ 12.25     $ 10.00
                                                               -------     -------     -------     -------
INVESTMENT ACTIVITIES:
  Net investment loss                                            (0.13)      (0.13)      (0.34)      (0.04)
  Net gains (losses) on investments and foreign currency
    related items (both realized and unrealized)                  7.28        6.62       (1.74)       2.29
                                                               -------     -------     -------     -------
     Total from investment activities                             7.15        6.49       (2.08)       2.25
                                                               -------     -------     -------     -------
LESS DIVIDENDS AND DISTRIBUTIONS:
  Dividends from net investment income (loss)                     0.00        0.00       (0.06)       0.00
  Distributions from net realized gains                          (0.64)       0.00        0.00        0.00
                                                               -------     -------     -------     -------
     Total dividends and distributions                           (0.64)       0.00       (0.06)       0.00
                                                               -------     -------     -------     -------
NET ASSET VALUE, END OF PERIOD                                 $ 23.11     $ 16.60     $ 10.11     $ 12.25
                                                               =======     =======     =======     =======
      Total return                                               43.65%      64.19%        (17)%     22.50%2

RATIOS/SUPPLEMENTAL DATA:
  Net assets,  end of period (000s omitted)                    $47,900     $ 9,020     $ 4,544     $11,977
  Ratio of expenses to average net assets                         1.42%1      1.41%1      1.40%1      1.41%1,3
  Ratio of net loss to average net assets                         (.80)%     (1.06)%      (.95)%      (.53)%3
  Decrease  reflected in above operating expense
     ratios due to waivers/reimbursements                          .56%       2.13%       1.10%       3.66%3
Portfolio turnover rate                                          93.65%     191.65%     114.97%     123.24%2
<FN>
--------------------------------------------------------------------------------
1  Interest earned on uninvested cash balances is used to offset portions of the
   transfer agent  expense.  These  arrangements  resulted in a reduction to the
   Common Class shares'  expenses by .02%  annualized for the year ended October
   31, 2000, by .01%, .00%, .01%, for the year or period ended October 31, 1999,
   1998 and 1997, respectively. The Common Class shares' operating expense ratio
   after reflecting these arrangements were 1.40% for the year ended October 31,
   2000,  1.40%,  1.40% and 1.40% for the year or period ended October 31, 1999,
   1998 and 1997, respectively.
2  Non-annualized.
3  Annualized.
4  For the period December 31, 1996 (commencement of operations) through October
   31, 1997.
</FN>
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                       28
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
NOTES TO FINANCIAL STATEMENTS
October 31, 2000
--------------------------------------------------------------------------------

1. SIGNIFICANT ACCOUNTING POLICIES

   The Warburg Pincus Emerging Growth Fund (the "Emerging Growth Fund"), Warburg
Pincus Small Company Value (the "Small Company Value Fund"),  and Warburg Pincus
Small Company  Growth Fund (the "Small  Company Growth Fund") (each a "Fund" and
collectively the "Funds") each a Maryland Corporation,  are registered under the
Investment  Company  Act of 1940,  as amended  (the "1940  Act") as  diversified
open-end  management  investment  companies  (except the Emerging  Growth Fund),
which is not diversified.

   Investment  objectives for each Fund are as follows: the Emerging Growth Fund
seeks maximum capital appreciation; the Small Company Value Fund seeks long-term
capital appreciation; the Small Company Growth Fund seeks capital growth.

   Each Fund  except the Small  Company  Growth Fund may invest up to 10% of its
total assets in  non-publicly  traded  securities (the Small Company Growth Fund
may invest up to 15% of its net assets in such securities).  Non-publicly traded
securities may be less liquid than publicly traded  securities,  and they may be
difficult or  impossible  to sell at the time and the price the Fund would like.
In  addition,  the lack of an active  market may make it  difficult to obtain an
accurate price for a Fund security.

   Each Fund  (except  the Small  Company  Growth  Fund)  offers two  classes of
shares,  one class being  referred to as the Common  Class  shares and one class
being  referred to as the Advisor  Class shares.  The Small Company  Growth Fund
offers only Common Class  shares.  Common Class and Advisor Class shares in each
Fund  represent an equal pro rata  interest in such Fund,  except that they bear
different  expenses  which  reflect  the  difference  in the  range of  services
provided to them.  Common Class shares for the Small  Company Value Fund and the
Small  Company  Growth Fund each bear  expenses  paid  pursuant to a shareholder
servicing and  distribution  plan at an annual rate of .25% of the average daily
net asset value of each Fund's  Common Class  shares.  Advisor Class shares bear
expenses  paid pursuant to a  distribution  plan at an annual rate not to exceed
 .75% of the average daily net asset value of the applicable Fund's Advisor Class
shares.  Advisor Class shares are currently  bearing expenses of .50% of average
daily net assets.  At October 31, 2000, there were no outstanding  Advisor Class
shares for the Small Company Growth Fund.

                                       29
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
October 31, 2000
--------------------------------------------------------------------------------

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

   The net  asset  value of each  Fund is  determined  daily as of the  close of
regular  trading on the New York Stock  Exchange.  Each Fund's  investments  are
valued at market value,  which is generally  determined using market quotations.
If no sales are reported,  investments  are generally  valued at the most recent
bid price and if there is no bid price available,  at the most recent ask price.
If market quotations are not readily available,  securities and other assets are
valued  by  another  method  that the  Board of  Directors  believes  accurately
reflects  fair value.  Debt that will mature in 60 days or less is valued on the
basis of amortized  cost,  which  approximates  market  value,  unless the Board
determines  that using this method would not accurately  reflect an investment's
value.

   The  books  and  records  of  the  Funds  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 Funds do not isolate  that  portion of
realized gains and losses on investments in equity  securities  which are due to
changes in the foreign exchange rate from that which is due to changes in market
prices of equity  securities.  The Funds isolate that portion of realized  gains
and losses on  investments  in debt  securities  which are due to changes in the
foreign  exchange  rate from that which are due to  changes in market  prices of
debt securities.

   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.  Income,   expenses   (excluding   class-specific   expenses,
principally distribution and shareholder servicing fees) and realized/unrealized
gains/losses  are allocated  proportionately  to each class of shares based upon
the relative net asset value of  outstanding  shares of that class.  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 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.

                                       30
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
October 31, 2000
--------------------------------------------------------------------------------

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

   No provision  is made for federal  taxes,  as it is each Fund's  intention to
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  in  connection  with  organization  of each Fund  other than
Emerging Growth Fund have been deferred and are being amortized over a period of
five years from the date each Fund commenced its operations.

   Pursuant  to an  exemptive  order  issued  by  the  Securities  and  Exchange
Commission,  each Fund,  along with other Funds  advised by Credit  Suisse Asset
Management, LLC ("CSAM"), can transfer uninvested cash balances to a pooled cash
account,  which can invest in repurchase  agreements secured by U.S.  government
securities.  Securities,  pledged as collateral for repurchase  agreements,  are
held by the Funds'  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
counterpart  to the  agreement,  retention of the  collateral  may be subject to
legal  proceedings.  As of October 31,  2000,  the Funds had no  investments  in
repurchase agreements.

   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  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from these estimates.

   The Funds have an  arrangement  with their  transfer  agent whereby  interest
earned  on  uninvested  cash  balances  was used to  offset a  portion  of their
transfer agent expense.  For the year ended October 31, 2000, the Funds received
credits or reimbursements under this arrangement as follows:

           FUND                                                    AMOUNT
           ----                                                   --------
           Emerging Growth Fund                                   $477,369
           Small Company Value Fund                                  5,175
           Small Company Growth Fund                                 6,058

                                       31
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
October 31, 2000
--------------------------------------------------------------------------------

2. INVESTMENT ADVISER, CO-ADMINISTRATORS AND DISTRIBUTOR

   Pursuant to Investment  Advisory Agreement,  CSAM, an indirect,  wholly-owned
subsidiary of Credit Suisse Group,  serves as investment advisor for each of the
Funds described herein. For its investment advisory services,  CSAM receives the
following fees based on each Fund's average daily net assets:

           FUND                                       ANNUAL RATE
           ------                          ---------------------------------
           Emerging Growth Fund             .90% of average daily net assets
           Small Company Value Fund        1.00% of average daily net assets
           Small Company Growth Fund       1.00% of average daily net assets

   For the year ended October 31, 2000,  investment  advisory fees and voluntary
waivers were as follows:

                                           GROSS                       NET
           FUND                         ADVISORY FEE     WAIVER    ADVISORY FEE
           ----                         ------------   ---------   ------------
           Emerging Growth Fund          $21,973,038   $       0    $21,973,038
           Small Company Value Fund          265,467     (43,515)       221,952
           Small Company Growth Fund         338,862    (166,999)       171,913

   Credit Suisse Asset Management Securities,  Inc. ("CSAMSI"),  an affiliate of
CSAM,  serves as each Fund's  co-administrator.  PFPC Inc. ("PFPC") an indirect,
wholly-owned  subsidiary of PNC Bank Corp.  ("PNC"),  also serves as each Fund's
co-administrator.  For administrative services,  CSAMSI currently receives a fee
calculated  at the rate of .10% of each Fund's  daily net  assets.  For the year
ended October 31, 2000, administrative services fees were as follows:

           FUND                                            CO-ADMINISTRATION FEE
           ----                                            ---------------------
           Emerging Growth Fund                                  $2,441,449
           Small Company Value Fund                                  26,547
           Small Company Growth Fund                                 33,886

   For its  administrative  services through July 31, 2000, PFPC received a fee,
exclusive of out-of-pocket expenses, based on the following fee structure:

           AVERAGE DAILY
           NET ASSETS                             ANNUAL RATE
           ------------------          --------------------------------
           First $500 million          .10% of average daily net assets
           Next $1 billion             .075% of average daily net assets
           Over $1.5 billion           .05% of average daily net assets

   Effective August 1, 2000, for its  administrative  services,  PFPC receives a
fee, exclusive of out-of-pocket expenses, based on the following fee structure:

           AVERAGE DAILY
           NET ASSETS                             ANNUAL RATE
           ------------------          --------------------------------
           First $500 million          .10% of average daily net assets
           Next $1 billion             .08% of average daily net assets
           Over $1.5 billion           .06% of average daily net assets

                                       32
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
October 31, 2000
--------------------------------------------------------------------------------

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

   For the year ended October 31, 2000,  administrative services fees earned and
voluntarily waived by PFPC (including out-of-pocket expenses) were as follows:

<TABLE>
<CAPTION>
                                                                                     NET
           FUND                       CO-ADMINISTRATION FEE     WAIVER      CO-ADMINISTRATION FEE
           ----                        ---------------------   --------     ---------------------
<S>                                         <C>                <C>               <C>
           Emerging Growth Fund             $1,764,085         $      0          $1,764,085
           Small Company Value Fund             30,282          (17,786)             12,496
           Small Company Growth Fund            38,122          (22,044)             16,078
</TABLE>

   In  addition  to serving as each Fund's  co-administrator,  CSAMSI  served as
distributor  of each Fund's  shares until  January 1, 2000.  On January 1, 2000,
Provident  Distributors,  Inc.  ("PDI")  replaced CSAMSI as distributor for each
Fund.  On August 1, 2000 CSAMSI  replaced PDI as  distributor  to each Fund.  No
compensation  was  paid by any of the  Funds to PDI for  distribution  services.
Pursuant  to a  distribution  plan  adopted by each Fund  pursuant to Rule 12B-1
under the 1940 Act, CSAMSI receives a fee for its selling services.  This fee is
calculated  at an annual  rate of .25% of the  average  daily net  assets of the
Common Class shares of the Small Company  Value and Small Company  Growth and at
 .50% of the average daily net assets of each Funds' Advisor Class shares. CSAMSI
may use this fee to compensate service  organizations for shareholder  servicing
and  distribution  services.  For the year ended  October 31, 2000,  shareholder
servicing and distribution fees were as follows:

                                                     SHAREHOLDER SERVICING/
           FUND                                         DISTRIBUTION FEE
           ----                                      ----------------------
           Emerging Growth Fund
            Advisor Class shares                           $1,538,827
                                                           ==========
           Small Company Value Fund
            Common Class shares                            $   66,098
            Advisor Class shares                                  179
                                                           ----------
                                                           $   66,277
                                                           ==========
           Small Company Growth Fund
            Common Class shares                            $   84,716
                                                           ==========

                                       33
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
October 31, 2000
--------------------------------------------------------------------------------

3. LINE OF CREDIT

   The Funds, together with other funds advised by CSAM, have established a $350
million  committed  and a $75  million  uncommitted,  unsecured,  line of credit
facility  ("Credit  Facility") with Deutsche Bank, AG as  administrative  agent,
State Street Bank and Trust Company as operations agents, Bank of Nova Scotia as
syndication agent and certain other lenders, for temporary or emergency purposes
primarily  relating to unanticipated  Fund share redemption.  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 borrowing at the Federal
funds rate plus .50%.  During the year ending  October 31, 2000,  the  following
fund had borrowings under the line of credit agreement:

<TABLE>
<CAPTION>
                                                                          MAXIMUM           LOAN
                                      AVERAGE DAILY       AVERAGE        DAILY LOAN      OUTSTANDING
           FUND                       LOAN BALANCE    INTEREST RATE %    OUTSTANDING       10/31/00
           ----                       -------------   ---------------    -----------     -----------
<S>                                      <C>               <C>             <C>                <C>
           Small Company Growth Fund     $7,967            6.02            $671,000           $0
</TABLE>


4. INVESTMENTS IN SECURITIES

   At October 31, 2000, purchases and sales of investment  securities (excluding
short-term investments) were as follows:

           FUND                                      PURCHASES        SALES
           ----                                   --------------   -----------
           Emerging Growth Fund                   $4,281,122,199   $ 4,347,801
           Small Company Value Fund                   39,040,498    49,333,769
           Small Company Growth Fund                  68,172,491    31,291,489

   At October 31, 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:

<TABLE>
<CAPTION>
                                           UNREALIZED      UNREALIZED    NET UNREALIZED
           FUND                           APPRECIATION    DEPRECIATION    APPRECIATION
           ----                           ------------    ------------   --------------
<S>                                       <C>             <C>             <C>
           Emerging Growth Fund           $756,233,330    $(95,928,576)   $660,304,754
           Small Company Value Fund          4,804,848        (738,213)      4,066,635
           Small Company Growth Fund         8,558,541      (7,897,533)        661,008
</TABLE>

                                       34
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
October 31, 2000
--------------------------------------------------------------------------------

5. RESTRICTED SECURITIES

   Certain  Funds'  investments  are  restricted  as to resale,  are not readily
marketable and are valued as determined by or under the direction of each Fund's
Board in good faith,  at fair value.  The table below shows the number of shares
held, the acquisition dates,  aggregate cost, fair value as of October 31, 2000,
and  share  value  of the  securities  and  percent  of net  assets,  which  the
securities comprise.

<TABLE>
<CAPTION>
                                                                                                             PERCENTAGE
                                                  SECURITY     ACQUISITION                       MARKET        OF NET
FUND             SECURITY DESCRIPTION               TYPE         DATE(S)          COST            VALUE        ASSETS
----             --------------------             --------     -----------     -----------     ----------    ----------
Emerging Growth
  Fund
<S>           <C>                                 <C>           <C>            <C>             <C>              <C>
              Foodtrader.com, Inc.                Preferred     09/12/00       $ 2,000,000     $ 2,000,000      0.08%
              SoftCom, Inc.                       Preferred     12/21/99           999,999         999,999      0.04
              Breeze Com, Ltd Series B            Preferred     11/04/99         6,223,300      28,028,540      1.17
              Celletra Limited Series C           Preferred     04/05/00         7,000,000       7,000,002      0.29
              TimesSquareMedia.com                   Bond       11/23/99         2,900,000               0      0.00
              Chaparral Resources, Inc.            Common       07/28/98         1,250,000          90,278      0.00
              New York Restaurant Group, Inc.      Common       10/30/97         3,249,985       3,249,985      0.14
              Opal Concepts, Inc. Series B        Preferred     08/31/95         2,000,000         199,998      0.01
              Women First Healthcare, Inc.        Warrants      03/18/99                 0               0      0.00
                                                                               -----------     -----------      ----
                                                                               $25,623,284     $41,568,802       1.73%
                                                                               ===========     ===========      =====
Small Company
  Value Fund
              EA Industries, Inc.                 Warrants      03/31/98       $   110,438     $         0      0.00%
Small Company
  Growth Fund
              Planetweb, Inc.                     Common        09/08/00       $   150,144     $   150,144      0.31%
</TABLE>

6. FORWARD FOREIGN CURRENCY CONTRACTS

   Each Fund may enter into forward currency  contracts for the purchase or sale
of a specific  foreign  currency  at a fixed price on a future  date.  Risks may
arise upon  entering  into  these  contracts  from the  potential  inability  of
counterparties  to meet  the  terms of their  contracts  and from  unanticipated
movements in the value of a foreign currency  relative to the U.S. dollar.  Each
Fund will enter into forward contracts  primarily for hedging purposes.  Forward
currency  contracts are adjusted by the daily  exchange  rate of the  underlying
currency and any gains or losses are recorded for financial  statement  purposes
as unrealized  until the contract  settlement date or an offsetting  position is
entered into. At October 31, 2000,  there were no open forward foreign  currency
contracts.

                                       35
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
October 31, 2000
--------------------------------------------------------------------------------

7. CAPITAL SHARE TRANSACTIONS

   Each Fund is authorized to issue three billion full and fractional  shares of
capital  stock,  $.001 par value per share,  of which one  billion  shares  (two
billion in the case of the Emerging  Growth Fund) of each Fund are classified as
the Advisor Class.

   Transactions in classes of each Fund were as follows:

<TABLE>
<CAPTION>
                                            EMERGING GROWTH FUND
                   -------------------------------------------------------------------
                                            COMMON CLASS SHARES
                   -------------------------------------------------------------------
                         FOR THE YEAR ENDED                  FOR THE YEAR  ENDED
                          OCTOBER 31, 2000                    OCTOBER  31,1999
                   -------------------------------     -------------------------------
                      SHARES            VALUE             SHARES            VALUE
                   ------------    ---------------     ------------    ---------------
<S>                  <C>           <C>                 <C>             <C>
Shares sold          23,543,013    $ 1,217,208,366      17,598,528     $   690,945,900
Shares issued in
  reinvestment
  of dividends        4,767,193        217,193,291               6                 225
Shares
  repurchased       (22,635,213)    (1,156,532,309)    (26,668,182)     (1,047,436,237)
                    -----------    ---------------     -----------     ---------------
Net increase/
  (decrease)          5,674,993    $   277,869,348      (9,069,648)    $  (356,490,110)
                    ===========    ===============     ===========     ===============
</TABLE>


<TABLE>
<CAPTION>
                                            EMERGING GROWTH FUND
                   -------------------------------------------------------------------
                                            ADVISOR CLASS SHARES
                   -------------------------------------------------------------------
                         FOR THE YEAR ENDED                  FOR THE YEAR  ENDED
                          OCTOBER 31, 2000                    OCTOBER  31,1999
                   -------------------------------     -------------------------------
                      SHARES            VALUE             SHARES            VALUE
                   ------------    ---------------     ------------    ---------------
<S>                 <C>             <C>                 <C>             <C>
Shares sold          1,760,652      $  90,593,485          882,074      $  33,736,955
Shares issued in
  reinvestment
  of dividends          711,82         31,135,388                0                  0
Shares
  repurchased       (2,123,029)      (104,421,856)      (5,013,511)      (190,468,890)
                    ----------      -------------       ----------      -------------
Net increase/
  (decrease)           349,452      $  17,307,017       (4,131,437)     $(156,731,935)
                    ==========      =============       ==========      =============
</TABLE>


<TABLE>
<CAPTION>
                                           SMALL COMPANY VALUE FUND
                   -------------------------------------------------------------------
                                            COMMON CLASS SHARES
                   -------------------------------------------------------------------
                         FOR THE YEAR ENDED                  FOR THE YEAR  ENDED
                          OCTOBER 31, 2000                    OCTOBER  31,1999
                   -------------------------------     -------------------------------
                      SHARES            VALUE             SHARES            VALUE
                   ------------    ---------------     ------------    ---------------
<S>                  <C>           <C>                  <C>             <C>
Shares sold          1,390,341      $  17,797,30         2,370,859      $ 30,585,137
Shares issued in
  reinvestment
  of dividends         246,303         3,044,299           161,133         2,154,348
Shares
  repurchased       (2,033,476)      (25,851,039)       (6,189,358)      (80,265,308)
                    ----------      ------------        ----------      ------------
Net (decrease)        (396,832)     $ (5,009,431)       (3,657,366)     $(47,525,823)
                    ==========      ============        ==========      ============
</TABLE>

<TABLE>
<CAPTION>
                                          SMALL COMPANY VALUE FUND
                   -------------------------------------------------------------------
                                            ADVISOR CLASS SHARES
                   -------------------------------------------------------------------
                         FOR THE YEAR ENDED                  FOR THE YEAR  ENDED
                          OCTOBER 31, 2000                    OCTOBER  31,1999
                   -------------------------------     -------------------------------
                      SHARES            VALUE             SHARES            VALUE
                   ------------    ---------------     ------------    ---------------
<S>                   <C>             <C>                  <C>             <C>
Shares sold            25,991         $ 320,090             2,662          $ 32,369
Shares issued in
  reinvestment
  of dividends            103             1,269               101             1,346
Shares
  repurchased         (26,361)         (326,210)           (4,265)          (53,689)
                      -------         ---------            ------          --------
Net (decrease)           (267)        $  (4,851)           (1,502)         $(19,974)
                      =======         =========            ======          ========
</TABLE>

                                       36
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
October 31, 2000
--------------------------------------------------------------------------------

7. CAPITAL SHARE TRANSACTIONS -- (CONT'D)

                                  SMALL COMPANY GROWTH FUND
                  ----------------------------------------------------------
                                      COMMON CLASS SHARES
                  ----------------------------------------------------------
                      FOR THE YEAR ENDED              FOR THE YEAR ENDED
                       OCTOBER 31, 2000                OCTOBER 31,1999
                  --------------------------     ---------------------------
                   SHARES          VALUE           SHARES           VALUE
                  ----------    ------------      --------      ------------
Shares sold        3,680,086    $ 97,628,775       859,778      $ 11,768,644
Shares issued in
  reinvestment
  of dividends        17,427         350,461             0                 0
Shares
  repurchased     (2,168,206)    (55,714,596)     (765,739)      (10,367,900)
                  ----------    ------------      --------      ------------
Net increase       1,529,307    $ 42,264,639        94,039      $  1,400,744
                  ==========    ============      ========      ============

                                       37
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
October 31, 2000
--------------------------------------------------------------------------------

8. OTHER FINANCIAL HIGHLIGHTS

   Each fund (other than the Small  Company  Growth Fund)  currently  offers one
other  class of  shares,  Advisor  Class  shares,  representing  equal  pro rata
interests in each of the  respective  Funds.  The  financial  highlights  for an
Advisor Class share of each Fund are as follows:

<TABLE>
<CAPTION>
                                                          WARBURG PINCUS EMERGING GROWTH FUND
                                            -----------------------------------------------------------
                                                                ADVISOR CLASS SHARES
                                            -----------------------------------------------------------
YEAR ENDED:                                   2000        1999         1998         1997         1996
                                            --------    --------     --------     --------     --------
<S>                                         <C>         <C>          <C>          <C>          <C>
PER-SHARE DATA
Net asset value, beginning of period        $  41.99    $  32.51     $  38.50     $  31.99     $  29.38
                                            --------    --------     --------     --------     --------
INVESTMENT ACTIVITIES:
  Net investment loss                          (0.61)      (0.65)       (0.49)       (0.33)       (0.09)
  Net gains or losses on investments
    and foreign currency related items
    (both realized and unrealized)             12.61       10.13        (3.11)        6.91         4.45
                                            --------    --------     --------     --------     --------
      Total from investment activities         12.00        9.48        (3.60)        6.58         4.36
                                            --------    --------     --------     --------     --------
LESS DISTRIBUTIONS:
  Distributions from net realized
    capital gains                              (5.97)       0.00        (2.39)       (0.07)       (1.75)
                                            --------    --------     --------     --------     --------
      Total distributions                      (5.97)       0.00        (2.39)       (0.07)       (1.75)
                                            --------    --------     --------     --------     --------
NET ASSET VALUE, END OF PERIOD              $  48.02    $  41.99     $  32.51     $  38.50     $  31.99
                                            ========    ========     ========     ========     ========
Total return                                   29.96%      29.16%       (9.75)%      20.62%       15.69%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s omitted)    $277,802    $228,244     $311,023     $457,432     $362,696
    Ratio of expenses to average
      net assets                                1.69%1      1.72%1       1.62%1       1.63%1       1.70%1
    Ratio of net loss to average
      net assets                               (1.15)%     (1.25)%       (.87)%      (1.01)%      (1.05)%
Portfolio turnover rate                       190.82%     154.08%        91.60%      87.03%       65.77%

<FN>
--------------------------------------------------------------------------------
1  Interest  earned on uninvested  cash  balances is used to offset  portions of
   transfer agent expense. These arrangements resulted in a reduction to the net
   expense ratio by .02%  annualized  for the year ended October 31, 2000 and by
   .01%,  .00%, .00% and .01% for the year ended October 31, 2000,  1999,  1998,
   1997 and 1996,  respectively.  The operating  expense ratios after reflecting
   these  arrangements  were 1.67% for the year ended  October 31, 2000,  1.71%,
   1.62%,  1.63% and 1.69% for the year ended October 31, 2000, 1999, 1998, 1997
   and 1996, respectively.
</FN>
</TABLE>

                                       38
<PAGE>

WARBURG PINCUS DOMESTIC EQUITY FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
October 31, 2000
--------------------------------------------------------------------------------

8. OTHER FINANCIAL HIGHLIGHTS -- (CONT'D)

<TABLE>
<CAPTION>
                                                          WARBURG PINCUS SMALL COMPANY VALUE FUND
                                             ---------------------------------------------------------------
                                                                   ADVISOR CLASS SHARES
                                             -------------------------------------------------------------
                                                                                         DECEMBER 29, 1995
                                                 FOR THE YEAR ENDED OCTOBER 31,          (COMMENCEMENT OF
                                            --------------------------------------     OPERATIONS) THROUGH
PERIOD ENDED:                                2000      1999       1998       1997        OCTOBER 31, 1996
                                            ------    ------     ------     ------     -------------------
<S>                                         <C>       <C>        <C>        <C>                <C>
PER-SHARE DATA
Net asset value, beginning of period        $12.35    $13.30     $18.65     $14.46             $10.00
                                            ------    ------     ------     ------             ------
INVESTMENT ACTIVITIES:
  Net investment loss                        (0.01)    (0.18)     (0.40)     (0.08)             (0.02)
  Net gains (losses) on investments
    and foreign currency related items
    (both realized and unrealized)            2.59     (0.34)     (3.02)      4.44               4.48
                                            ------    ------     ------     ------             ------
      Total from investment activities        2.58     (0.52)     (3.42)      4.36               4.46
                                            ------    ------     ------     ------             ------
LESS DISTRIBUTIONS:
  Distributions from net realized
    capital gains                            (1.48)    (0.43)     (1.93)     (0.17)              0.00
                                            ------    ------     ------     ------             ------
      Total distributions                    (1.48)    (0.43)     (1.93)     (0.17)              0.00
                                            ------    ------     ------     ------             ------
NET ASSET VALUE, END OF PERIOD              $13.45    $12.35     $13.30     $18.65             $14.46
                                            ======    ======     ======     ======             ======
Total return                                 22.04%    (4.17)%   (19.93)%    30.47%             44.60%2

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000s omitted)    $   29    $   30     $   53     $  255             $    5
    Ratio of expenses to average
      net assets                              2.01%1    2.01%1     1.97%1     1.89%1             1.97%1, 3
    Ratio of net loss to average net assets   (.07)%   (1.02)%     (.92)%    (0.78)%             (.52)%3
    Decrease reflected in above
      operating expense ratios due to
      waivers/reimbursements                   .23%      .39%       .27%       .65%              1.46%3
Portfolio turnover rate                     155.35%   168.57%     77.92%    105.87%             43.14%2
<FN>

--------------------------------------------------------------------------------
1  Interest  earned on uninvested  cash  balances is used to offset  portions of
   transfer agent expense. These arrangements resulted in a reduction to the net
   expense ratio by .02% for the year ended October 31, 2000 and by .01%,  .00%,
   .01% and .00% for the year or period ended October 31, 1999,  1998,  1997 and
   1996,  respectively.  The operating  expense  ratios after  reflecting  these
   arrangements were 1.99% for the year ended October 31, 2000 and 2.00%, 1.97%,
   1.88% and 1.97% for the year or period ended  October 31, 2000,  1999,  1998,
   1997 and 1996, respectively.
2  Non-annualized.
3  Annualized.
</FN>
</TABLE>

                                       39
<PAGE>

WARBURG PINCUS FUNDS
REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------
To the Board of Directors and Shareholders of

WARBURG, PINCUS EMERGING GROWTH FUND, INC.;
WARBURG, PINCUS SMALL COMPANY VALUE FUND, INC.;
WARBURG, PINCUS SMALL COMPANY GROWTH FUND, INC.:

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of  investments,  and the related  statements of operations and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material respects the financial position of the Warburg,  Pincus Emerging Growth
Fund, Inc., Warburg,  Pincus Small Company Value Fund, Inc. and Warburg,  Pincus
Small Company  Growth Fund,  Inc.,  (all funds  collectively  referred to as the
"Funds") at October 31, 2000,  the results of each of their  operations  for the
year then  ended,  the  changes  in each of their net assets for each of the two
years in the period then ended and their  financial  highlights  for each of the
years (or periods) presented, in conformity with accounting principles generally
accepted  in the  United  States of  America.  These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Funds'  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements  in accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at October
31, 2000 by correspondence with the custodian and brokers,  provide a reasonable
basis for our opinion.


PRICEWATERHOUSECOOPERS LLP

Two Commerce Square
2001 Market Street
Philadelphia, Pennsylvania
December 15, 2000

                                       40
<PAGE>

WARBURG PINCUS FUNDS
SHAREHOLDER TAX INFORMATION (UNAUDITED)
--------------------------------------------------------------------------------

   Each Fund is required by Subchapter M of the Code to advise its  shareholders
within 60 days of Fund's  fiscal  year end as to the U.S.  federal tax status of
distributions  received  by the Fund's  shareholders  in respect of such  fiscal
year. During the fiscal year ended October 31, 2000, the following dividends and
distributions per share were paid by each of the Funds:

                         ORDINARY     LONG-TERM        % OF ORDINARY INCOME
                          INCOME    CAPITAL GAINS     DIVIDEND QUALIFYING FOR
FUND                     PER SHARE    PER SHARE    DIVIDENDS RECEIVED DEDUCTION*
----                     ---------  -------------  -----------------------------
                                                                1999
      PAYMENT DATE       12/07/99     12/07/99
      ------------       --------     --------
Emerging Growth                                                 0.00
  Common shares           $0.0000      $6.2321
  Advisor shares           0.0000       5.9659

Small Company Value                                             0.00
  Common shares           $0.0000      $1.5602
  Advisor shares           0.0000       1.4833

Small Company Growth                                            0.33
  Common shares            0.2074       0.4331
  Advisor shares           0.0000       0.0237


   The Emerging  Growth Fund and the Small  Company  Growth Fund did not pay any
ordinary  income  dividends  or capital  gain  distributions  during the current
fiscal  year.  Further,  the above  information  was  provided to calendar  year
taxpayers via Form 1099-DIV mailed in January of 2000.

   Because  the  fiscal  year  of the  Funds  is not a  calendar  year,  another
notification  will be sent with  respect  to  calendar  year  2000.  The  second
notification,  which  will  reflect  the  amount  to be  used by  calendar  year
taxpayers on their U.S. federal income tax returns,  will be made in conjunction
with Form 1099-DIV and will be mailed in January 20001.

-------------
* Available to Corporate Shareholders only.

                                       41
<PAGE>

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<PAGE>
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                                [GRAPHIC OMITTED]


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