WARBURG PINCUS EMERGING GROWTH FUND INC /PA/
N-30D, 2001-01-09
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WARBURG PINCUS ADVISOR FUNDS                                    OCTOBER 31, 2000
EMERGING GROWTH FUND
SMALL COMPANY VALUE FUND

                                        A
                                  ANNUAL REPORT

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  800-222-8977  OR BY WRITING TO WARBURG  PINCUS ADVISOR FUNDS,
P.O. BOX 9030, BOSTON, MA 02205-9030.

                              WARBURG PINCUS FUNDS
                               [GRAPHIC OMITTED]

               WARBURG PINCUS FUNDS       PART OF CREDIT      ASSET
                                                  SUISSE      MANAGEMENT
<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 Advisor Class shares of Warburg
Pincus  Emerging  Growth  Fund had a gain of  29.96%,  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 ADVISOR 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 Advisor
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
4/30/91             $ 9,571.81       $ 9,974.90            $ 9,775.60
5/31/91             $10,085.60       $10,450.40            $10,273.90
6/30/91             $ 9,325.16       $ 9,841.46            $ 9,710.14
7/31/91             $ 9,779.89       $10,186.80            $10,256.90
8/31/91             $10,346.70       $10,563.80            $10,700.60
9/30/91             $10,458.70       $10,646.50            $10,823.40
10/31/91            $11,196.80       $10,928.10            $11,189.80
11/30/91            $10,755.20       $10,422.80            $10,718.30
12/31/91            $12,243.50       $11,257.40            $12,029.70
1/31/92             $12,942.30       $12,169.50            $12,538.50
2/29/92             $12,949.00       $12,524.50            $12,662.20
3/31/92             $12,317.40       $12,100.70            $11,940.30
4/30/92             $11,470.70       $11,676.90            $11,318.00
5/31/92             $11,598.30       $11,832.20            $11,337.90
6/30/92             $11,215.30       $11,272.80            $10,721.30
7/31/92             $11,517.70       $11,665.10            $11,138.10
8/31/92             $11,390.00       $11,336.00            $10,809.50
9/30/92             $11,773.10       $11,597.40            $10,974.70
10/31/92            $12,223.30       $11,966.10            $11,441.10
11/30/92            $13,479.90       $12,881.80            $12,362.10
12/31/92            $13,656.80       $13,330.60            $12,726.40
1/31/93             $13,930.60       $13,781.80            $12,815.40
2/28/93             $13,218.60       $13,463.60            $12,171.90
3/31/93             $13,855.30       $13,900.50            $12,566.40
4/30/93             $13,615.70       $13,519.00            $12,097.70
5/31/93             $14,286.50       $14,117.30            $12,842.70
6/30/93             $14,478.20       $14,205.40            $12,873.70
7/31/93             $14,820.50       $14,401.50            $12,884.30
8/31/93             $15,703.60       $15,023.70            $13,563.30
9/30/93             $16,347.00       $15,447.70            $13,911.60
10/31/93            $16,093.80       $15,845.30            $14,185.20
11/30/93            $15,422.90       $15,324.00            $13,671.00
12/31/93            $16,055.00       $15,847.90            $14,272.10
1/31/94             $16,528.10       $16,344.70            $14,683.60
2/28/94             $16,251.50       $16,285.70            $14,708.60
3/31/94             $15,218.00       $15,426.00            $13,853.00
4/30/94             $14,948.80       $15,517.60            $13,837.30
5/31/94             $14,599.40       $15,343.50            $13,559.70
6/30/94             $14,366.50       $14,815.70            $12,957.80
7/31/94             $14,555.80       $15,066.10            $13,239.40
8/31/94             $15,414.60       $15,905.60            $14,212.80
9/30/94             $15,683.80       $15,852.40            $14,205.90
10/31/94            $16,047.70       $15,790.00            $14,450.10
11/30/94            $15,261.70       $15,152.40            $13,810.10
12/31/94            $15,756.60       $15,559.50            $14,090.30
1/31/95             $15,509.20       $15,363.30            $13,952.70
2/28/95             $16,302.40       $16,002.40            $14,711.40
3/31/95             $16,739.10       $16,278.00            $15,282.10
4/30/95             $17,197.60       $16,640.00            $15,455.10
5/31/95             $17,394.10       $16,926.10            $15,692.20
6/30/95             $18,886.10       $17,804.00            $16,644.70
7/31/95             $20,268.90       $18,829.70            $17,956.80
8/31/95             $20,989.40       $19,218.90            $18,106.30
9/30/95             $22,081.10       $19,562.40            $18,494.20
10/31/95            $21,382.40       $18,687.70            $17,840.80
11/30/95            $21,921.00       $19,472.80            $18,570.80
12/31/95            $22,928.20       $19,986.70            $18,817.30
1/31/96             $22,595.60       $19,965.50            $18,875.40
2/29/96             $23,454.00       $20,587.60            $19,705.90
3/31/96             $23,848.40       $21,006.60            $20,133.90
4/30/96             $25,828.00       $22,129.80            $21,512.30
5/31/96             $26,160.50       $23,001.90            $22,279.70
6/30/96             $25,178.40       $22,057.70            $21,163.00
7/31/96             $22,448.70       $20,131.20            $19,060.00
8/31/96             $23,755.60       $21,300.20            $20,372.50
9/30/96             $25,077.90       $22,132.60            $21,453.70
10/31/96            $24,737.70       $21,791.80            $20,786.30
11/30/96            $24,884.60       $22,689.60            $21,548.30
12/31/96            $25,087.00       $23,284.30            $21,653.90
1/31/97             $25,993.70       $23,749.80            $22,301.50
2/28/97             $24,823.50       $23,174.10            $21,324.50
3/31/97             $23,382.00       $22,080.70            $19,921.60
4/30/97             $23,428.50       $22,142.30            $20,011.20
5/31/97             $26,063.50       $24,605.60            $22,409.80
6/30/97             $27,140.70       $25,660.20            $23,159.40
7/31/97             $28,714.00       $26,854.20            $24,629.30
8/31/97             $29,303.00       $27,468.60            $25,230.20
9/30/97             $31,488.50       $29,479.10            $27,012.20
10/31/97            $29,837.80       $28,184.30            $25,327.00
11/30/97            $29,652.80       $28,001.20            $24,938.70
12/31/97            $30,290.30       $28,491.20            $24,850.20
1/31/98             $29,520.90       $28,041.90            $24,525.60
2/28/98             $32,461.20       $30,115.60            $26,631.20
3/31/98             $33,993.40       $31,357.50            $27,620.00
4/30/98             $34,292.50       $31,531.20            $27,871.00
5/31/98             $32,204.10       $29,833.00            $26,082.00
6/30/98             $33,537.40       $29,895.90            $26,273.20
7/31/98             $30,928.20       $27,475.80            $24,316.90
8/31/98             $24,847.70       $22,140.60            $18,791.10
9/30/98             $25,784.40       $23,873.30            $20,438.70
10/31/98            $26,926.70       $24,847.10            $21,818.70
11/30/98            $28,566.50       $26,148.80            $23,370.70
12/31/98            $31,920.20       $27,766.90            $25,620.80
1/31/99             $32,402.20       $28,135.90            $26,362.30
2/28/99             $29,155.50       $25,856.90            $24,223.20
3/31/99             $30,689.10       $26,260.60            $25,351.10
4/30/99             $30,679.90       $28,613.80            $27,373.60
5/31/99             $31,176.90       $29,031.80            $27,656.40
6/30/99             $33,577.50       $30,344.60            $29,611.10
7/31/99             $33,104.10       $29,513.20            $29,007.60
8/31/99             $32,349.30       $28,421.20            $28,380.80
9/30/99             $32,365.50       $28,427.50            $28,584.00
10/31/99            $34,776.70       $28,542.60            $29,976.00
11/30/99            $38,553.50       $30,246.90            $33,515.00
12/31/99            $45,034.30       $33,670.80            $39,835.90
1/31/00             $43,557.20       $33,128.70            $39,612.90
2/29/00             $52,386.20       $38,598.30            $49,773.60
3/31/00             $50,636.50       $36,054.60            $45,868.30
4/30/00             $45,319.70       $33,884.10            $41,399.40
5/31/00             $42,015.90       $31,909.40            $37,713.20
6/30/00             $46,692.30       $34,690.90            $42,699.20
7/31/00             $45,034.70       $33,574.90            $39,200.00
8/31/00             $50,407.30       $36,136.70            $44,309.40
9/30/00             $49,994.00       $35,074.60            $41,443.90
10/31/00            $45,194.60       $33,508.90            $38,881.00



                       -----------------------------------
                                 Average Annual
                                  Total Returns
                                for periods ended
                                    10/31/00
                             (Advisor Class shares)
                       -----------------------------------
                                     1 YEAR
                                     29.96%
                       -----------------------------------
                                     3 YEAR
                                     14.85%
                       -----------------------------------
                                     5 YEAR
                                     16.15%
                       -----------------------------------
                                     10 YEAR
                                     20.33%
                       -----------------------------------

                                                                          FUND
                                                                         ------
1 Year Total Return (9/30/99 to 9/30/00) ..............................  54.47%
3 Year Average Annual Total Return (9/30/97 to 9/30/00) ...............  16.66%
5 Year Average Annual Total Return (9/30/95 to 9/30/00) ...............  17.76%
10 Year Average Annual Total Return (9/30/90 to 9/30/00) ..............  21.17%
Average Annual Total Return Since Inception (1/21/88 to 9/30/00) ......  17.98%

----------
 * The  Russell  2000  Growth  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 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  UScompanies 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 Advisor Class shares of Warburg
Pincus Small Company  Value Fund (the "Fund") had a gain of 22.04%.  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 ADVISOR 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 Advisor
Class  shares of Warburg  Pincus  Small  Company  Value 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
1/31/96     $10,000.00       $ 9,989.40             $10,066.40
2/29/96     $10,650.00       $10,300.70             $10,224.10
3/31/96     $11,549.90       $10,510.30             $10,438.80
4/30/96     $12,619.50       $11,072.30             $10,723.60
5/31/96     $13,439.70       $11,508.60             $10,995.10
6/30/96     $13,329.50       $11,036.20             $10,865.40
7/31/96     $12,839.00       $10,072.30             $10,287.80
8/31/96     $13,528.40       $10,657.20             $10,734.20
9/30/96     $14,088.50       $11,073.70             $11,027.20
10/31/96    $14,459.00       $10,903.20             $11,155.10
11/30/96    $15,059.10       $11,352.40             $11,755.40
12/31/96    $15,699.10       $11,649.90             $12,137.00
1/31/97     $15,962.80       $11,882.80             $12,323.50
2/28/97     $15,669.10       $11,594.80             $12,440.50
3/31/97     $15,122.30       $11,047.70             $12,106.90
4/30/97     $15,172.20       $11,078.50             $12,284.90
5/31/97     $16,123.50       $12,311.00             $13,262.90
6/30/97     $17,226.30       $12,838.70             $13,934.00
7/31/97     $17,955.00       $13,436.00             $14,518.80
8/31/97     $18,551.10       $13,743.50             $14,749.20
9/30/97     $19,977.70       $14,749.40             $15,730.10
10/31/97    $18,864.90       $14,101.60             $15,302.50
11/30/97    $18,410.30       $14,009.90             $15,470.20
12/31/97    $18,489.40       $14,255.10             $15,994.70
1/31/98     $17,955.10       $14,030.30             $15,705.50
2/28/98     $19,010.90       $15,067.80             $16,654.90
3/31/98     $19,805.50       $15,689.20             $17,330.40
4/30/98     $19,930.30       $15,776.10             $17,416.00
5/31/98     $19,408.10       $14,926.40             $16,801.20
6/30/98     $19,600.20       $14,957.90             $16,706.50
7/31/98     $18,202.80       $13,747.10             $15,397.90
8/31/98     $15,306.70       $11,077.70             $12,986.40
9/30/98     $15,442.90       $11,944.60             $13,719.80
10/31/98    $15,101.60       $12,431.80             $14,127.10
11/30/98    $15,476.20       $13,083.10             $14,509.50
12/31/98    $15,748.50       $13,892.70             $14,964.40
1/31/99     $15,361.10       $14,077.30             $14,624.70
2/28/99     $14,178.30       $12,937.10             $13,626.30
3/31/99     $13,978.40       $13,139.00             $13,513.80
4/30/99     $14,962.50       $14,316.40             $14,747.50
5/31/99     $15,032.80       $14,525.60             $15,200.90
6/30/99     $15,736.30       $15,182.40             $15,751.30
7/31/99     $15,372.80       $14,766.40             $15,377.50
8/31/99     $14,389.00       $14,220.10             $14,815.50
9/30/99     $14,259.50       $14,223.20             $14,519.30
10/31/99    $14,470.50       $14,280.80             $14,228.80
11/30/99    $16,005.80       $15,133.50             $14,302.50
12/31/99    $16,899.00       $16,846.60             $14,742.00
1/31/00     $15,624.80       $16,575.40             $14,356.50
2/29/00     $15,440.40       $19,312.00             $15,234.00
3/31/00     $16,478.00       $18,039.30             $15,305.40
4/30/00     $16,319.80       $16,953.40             $15,396.00
5/31/00     $15,742.10       $15,965.30             $15,161.10
6/30/00     $16,175.00       $17,357.00             $15,604.10
7/31/00     $16,331.90       $16,798.60             $16,124.00
8/31/00     $17,421.20       $18,080.40             $16,844.90
9/30/00     $17,881.20       $17,549.00             $16,749.40
10/31/00    $17,657.60       $16,765.60             $16,689.90

                       -----------------------------------
                                 Average Annual
                                  Total Returns
                                for periods ended
                                    10/31/00
                             (Advisor Class shares)
                       -----------------------------------
                                     1 YEAR
                                     22.04%
                       -----------------------------------
                                     3 YEAR
                                     -2.17%
                       -----------------------------------
                                 SINCE INCEPTION
                                   (12/29/95)
                                     12.46%
                       -----------------------------------



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

<TABLE>
<CAPTION>
                                                               NUMBER
                                                                 OF
                                                               SHARES        VALUE
                                                              ---------   ------------
<S>                                                           <C>         <C>
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
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                        7
<PAGE>




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

<TABLE>
<CAPTION>
                                                               NUMBER
                                                                 OF
                                                               SHARES        VALUE
                                                              ---------   ------------
<S>                                                           <C>         <C>
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
                                                                          ------------
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                        8
<PAGE>




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

<TABLE>
<CAPTION>
                                                               NUMBER
                                                                 OF
                                                               SHARES        VALUE
                                                              ---------   ------------
<S>                                                           <C>       <C>
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 ADR (1)                                  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
                                                                        --------------
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                        9
<PAGE>




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

<TABLE>
<CAPTION>
                                                               NUMBER
                                                                 OF
                                                               SHARES        VALUE
                                                              ---------   ------------
<S>                                                           <C>       <C>
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
                                                                        ==============
</TABLE>

                            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.

                                       10
<PAGE>




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

<TABLE>
<CAPTION>
                                                               NUMBER
                                                                 OF
                                                               SHARES        VALUE
                                                              ---------   ------------
<S>                                                           <C>           <C>
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
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                       11
<PAGE>




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

<TABLE>
<CAPTION>
                                                               NUMBER
                                                                 OF
                                                               SHARES        VALUE
                                                              ---------   ------------
<S>                                                           <C>           <C>
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
                                                                            ----------
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                       12
<PAGE>




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

<TABLE>
<CAPTION>
                                                               NUMBER
                                                                 OF
                                                               SHARES        VALUE
                                                              ---------   ------------
<S>                                                           <C>           <C>
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 INVESTMENTSATVALUE (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
                                                                           ===========
</TABLE>

                            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.

                                       13
<PAGE>




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

<TABLE>
<CAPTION>
                                                       WARBURG PINCUS   WARBURG PINCUS
                                                      EMERGING GROWTH   SMALL COMPANY
                                                            FUND          VALUE FUND
                                                      ----------------  --------------
<S>                                                    <C>               <C>
ASSETS
  Investments at value (cost - $1,744,643,297 and
    $22,182,943, respectively)                         $2,414,124,875    $26,296,812
  Dividends and interest receivable                           653,633         80,054
  Receivable for fund shares sold                           5,629,081      1,084,648
  Receivable for investment sold unsettled                  7,256,473              0
  Prepaid expenses and other assets                            86,657        190,043
                                                       --------------    -----------
                                                        2,427,750,719     27,651,557
                                                       --------------    -----------
LIABILITIES
  Advisory fee payable                                      1,856,259         10,792
  Administration services fee payable                         206,251          2,113
  Directors fee payable                                         3,000          2,725
  Payable for investments purchased                        25,894,563      1,162,562
  Payable for fund shares redeemed                          6,166,647              0
  Payable for as of fund share                                      0          4,861
  Accrued expenses payable                                  1,084,505         35,631
                                                       --------------    -----------
                                                           35,211,225      1,218,684
                                                       --------------    -----------
NET ASSETS
  Capital stock, $0.001 par value                              47,876          6,947
  Paid-in capital                                       1,334,006,077     18,771,524
  Undistributed net investment income                               0         26,001
  Accumulated net realized gain
    from investments                                      389,003,962      3,514,532
  Net unrealized appreciation from investments            669,481,579      4,113,869
                                                       --------------    -----------
Net Assets                                             $2,392,539,494    $26,432,873
                                                       ==============    ===========
COMMON SHARES
  Net assets                                           $2,114,737,396    $26,403,491
                                                       --------------    -----------
  Shares outstanding                                       42,096,024      1,945,293
                                                       --------------    -----------
  Net asset value, offering price and redemption
    price per share                                            $50.24         $13.57
                                                               ======         ======
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.

                                       14
<PAGE>




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

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

                 See Accompanying Notes to Financial Statements.

                                       15
<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 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>

* Includes redemption of 7,924,407 as a result of redemption in-kind on
  March 31, 2000.

                 See Accompanying Notes to Financial Statements.

                                       16
<PAGE>




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

<TABLE>
<CAPTION>
                                                          FOR THE YEAR ENDED OCTOBER 31,
                                           ------------------------------------------------------------
<S>                                        <C>          <C>          <C>          <C>          <C>
YEAR ENDED:                                  2000         1999         1998         1997         1996
                                           --------     --------     --------     --------     --------
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%
</TABLE>


--------------------------------------------------------------------------------
(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.

                 See Accompanying Notes to Financial Statements.

                                       17
<PAGE>




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

<TABLE>
<CAPTION>
                                                                                         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)
</TABLE>

--------------------------------------------------------------------------------
(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.

                 See Accompanying Notes to Financial Statements.

                                       18
<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") and
Warburg  Pincus Small  Company Value (the "Small  Company Value 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.

   Each Fund may  invest up to 10% of its total  assets in  non-publicly  traded
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  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.
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 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 the 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.

   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.

                                       19
<PAGE>


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

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

   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.

   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 the Small Company Value
Fund have been deferred and are being amortized over a period of five years from
the date it commenced operations.

                                       20
<PAGE>


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


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

   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


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

                                       21
<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,  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

   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

   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

   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
</TABLE>

                                       22
<PAGE>


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

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

   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 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
                                                               ==========
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, none of the funds
had borrowings under the line of credit agreement.

                                       23
<PAGE>


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

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

   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
</TABLE>

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
----          --------------------             --------  -----------  ----------  ----------- ----------
<S>                                            <C>         <C>        <C>         <C>            <C>
Emerging Growth
  Fund
              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%
</TABLE>


                                       24
<PAGE>


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


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.

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 (of the
Small Company Value Fund and two billion shares of the Emerging  Growth 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        711,829      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>

                                       25
<PAGE>


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

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

<TABLE>
<CAPTION>
                                                               SMALL COMPANY VALUE FUND
                  ---------------------------------------------------------------------------------------------------
                                     COMMON CLASS SHARES                               ADVISOR CLASS SHARES
                  --------------------------------------------------------   ----------------------------------------
                      FOR THE YEAR ENDED           FOR THE YEAR ENDED        FOR THE YEAR ENDED    FOR THE YEAR ENDED
                       OCTOBER 31, 2000             OCTOBER 31, 1999          OCTOBER 31, 2000      OCTOBER 31, 1999
                  --------------------------    --------------------------   -------------------   ------------------
                    SHARES          VALUE         SHARES         VALUE       SHARES      VALUE     SHARES      VALUE
                  ----------    ------------    ----------    ------------   -------   ---------   ------    --------
<S>                <C>          <C>              <C>          <C>             <C>      <C>          <C>      <C>
Shares sold        1,390,341    $ 17,797,309     2,370,859    $ 30,585,137    25,991   $ 320,090    2,662    $ 32,369
Shares issued in
  reinvestment
  of dividends       246,303       3,044,299       161,133       2,154,348       103       1,269      101       1,346
Shares
  repurchased     (2,033,476)    (25,851,039)   (6,189,358)    (80,265,308)  (26,361)   (326,210)  (4,265)    (53,689)
                  ----------    ------------    ----------    ------------   -------   ---------   ------    --------
Net decrease        (396,832)   $ (5,009,431)   (3,657,366)   $(47,525,823)     (267)  $  (4,851)  (1,502)   $(19,974)
                  ==========    ============    ==========    ============   =======   =========   ======    ========
</TABLE>

                                       26
<PAGE>


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

8. OTHER FINANCIAL HIGHLIGHTS

   Each fund  currently  offers one other class of shares,  Common Class shares,
representing  equal pro rata  interests  in each of the  respective  Funds.  The
financial highlights for a Common Class share of each Fund are as follows:

<TABLE>
<CAPTION>
                                                              WARBURG PINCUS EMERGING GROWTH FUND
                                             ----------------------------------------------------------------------
                                                                      COMMON CLASS SHARES
                                             ----------------------------------------------------------------------
                                                                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%
</TABLE>

--------------------------------------------------------------------------------
(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.

                                       27
<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
                                              --------------------------------------------------------
                                                                   COMMON CLASS SHARES
                                              --------------------------------------------------------
                                                              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)
</TABLE>

--------------------------------------------------------------------------------
(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.

                                       28
<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.:

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.  and Warburg,  Pincus  Small  Company  Value 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

                                       29
<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


   The Emerging 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.

                                       30
<PAGE>



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<PAGE>

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<PAGE>

                            -------------------------
                                 WARBURG PINCUS
                                  ADVISOR FUNDS

                               CREDIT SUISSE ASSET
                             MANAGEMENT SECURITIES,
                                INC., DISTRIBUTOR
                            -------------------------



CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC., DISTRIBUTOR, LOCATED AT 466
LEXINGTON AVE., NEW YORK, NY10017. WARBURG PINCUS ADVISOR FUNDS ARE MANAGED BY
CREDIT SUISSE ASSET MANAGEMENT LLC.

                              WARBURG PINCUS FUNDS
                               [GRAPHIC OMITTED]

                   PART OF CREDIT       ASSET
                           SUISSE       MANAGEMENT

                                                                    ADUSS-2-1000




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