RBB FUND INC
N-30D, 1995-05-05
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<PAGE>
                             [WARBURG LOGO]

                              [GLOBE LOGO]
 
                             SEMIANNUAL REPORT
 
                             FEBRUARY 28, 1995

                   [ ] WARBURG PINCUS GROWTH & INCOME FUND
 
                   [ ] WARBURG PINCUS BALANCED FUND


<PAGE>
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WARBURG PINCUS FUNDS
SEMIANNUAL REPORT
February 28, 1995
- - --------------------------------------------------------------------------------
 
ECONOMIC OVERVIEW
 
     Currently,  our assessment  of the  investment environment  leads us  to be
cautious. The domestic  stock market as  measured by the  Standard & Poor's  500
Index  is in record-breaking territory, while  the domestic bond market has also
experienced a strong  rally since the  end of the  1994 calendar year.  Weakness
throughout  most international markets, especially  emerging markets, has tended
to fuel U.S. stock and bond prices as money has been withdrawn from overseas and
invested domestically.
 
     The recent performance  of U.S.  stock and  bond markets  has exceeded  our
expectations,  leaving  us  to conclude  that  both these  markets  are somewhat
overvalued. At  the same  time, the  economy  has continued  to grow,  which  we
believe  will cause a modest rise in interest rates and producer prices over the
short term. As  higher producer  prices get  passed on  to consumers,  inflation
should  also rise temporarily. The combination of slightly higher interest rates
and inflation is likely to  cause some weakness in  U.S. stock and bond  prices.
Additionally,   the  flow  of   investments  from  overseas   may  subside  when
international markets stabilize.
 
     The result, we believe,  is that the outlook  for U.S. financial assets  is
somewhat  cloudy  over the  next several  months. We  are finding  it relatively
difficult to uncover stocks that meet our value-oriented investment criteria. In
order for the stock market to become  attractive to us at current price  levels,
interest  rates would have  to decline substantially or  the growth in corporate
earnings would have to accelerate. Neither  of these conditions is likely to  be
met  soon. As already discussed, we expect to see slightly higher interest rates
over the short term. We also do not consider it likely that the economy, now  in
its  fourth  year of  an  expansion, will  give  rise to  accelerated  growth in
corporate earnings.  While  the long-term  outlook  for our  stock  holdings  is
positive, we remain cautious about adding new positions.
 
     Similarly,  in formulating a strategy for  our fixed income investments, we
have taken  a  conservative approach  and  positioned  our holdings  to  have  a
relatively  short average maturity. A further  interest-rate hike by the Federal
Reserve in the near future would not surprise us. Our positioning should protect
us from suffering significant principal loss in  the event of such a hike.  When
we  believe interest rates have peaked, we will then extend the average maturity
of our holdings to lock in higher yields.
 
WARBURG PINCUS GROWTH & INCOME FUND
 
     The investment objectives of  Warburg Pincus Growth &  Income Fund are  the
long-term growth of capital and income and a reasonable current return. The Fund
primarily  invests  in equity  securities,  particularly common  stocks  that we
believe are selling below their true value. The levels of dividend and  interest
income  provided by  the Fund vary  significantly over time  depending on market
conditions and the relative  attractiveness of stocks,  bonds, and money  market
instruments.
 
     For  the six months ended February 28, 1995, Warburg Pincus Growth & Income
Fund declined 1.23%.  During the same  period, the Lipper  Growth & Income  Fund
Index  was up 0.90% and the Standard &  Poor's 500 Index rose 3.96%. Over the 12
months ended February 28, the Fund gained
 
                                       1
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<PAGE>
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WARBURG PINCUS FUNDS
SEMIANNUAL REPORT (CONT'D)
February 28, 1995
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3.53%, versus the 3.80% increase in the Lipper Index, while the S&P 500 advanced
7.34%. The Fund  paid an income  dividend of  $.0667 per share  on December  16,
1994.
 
     For  reasons  detailed  in  the Economic  Overview,  we  have  continued to
maintain a relatively low exposure to the stock market and have ended the fiscal
year with 36%  of the  Fund's portfolio in  money market  instruments and  other
short-term assets. Until stock valuations improve, we do not anticipate making a
significant reduction in the Fund's defensive money market position.
 
     The  Fund  currently  has  19%  of  its  assets  invested  in  the banking,
financial-services, and insurance sectors. As interest rates rose during much of
the past year, many stocks in these  sectors were beaten down. In addition,  the
stocks  of banking and  financial-services companies declined  even further when
derivatives were blamed  for several  financial setbacks.  Fears that  companies
would pay heavily for their involvement with derivatives resulted in some issues
becoming  available at attractive prices. Going forward, as investors eventually
realize that not all of the companies in these sectors have problems related  to
derivatives, we believe selectively chosen banking and financial-services stocks
will  perform well.  Our major  investments in  these sectors  and the insurance
sector  include   Allstate,  BankAmerica,   the  Federal   Home  Loan   Mortgage
Corporation, Travelers, and USF&G.
 
     The  metals &  mining sector  now represents 11%  of the  Fund's assets. We
continue to like  gold, which is  experiencing strong demand  both from  jewelry
makers  and from those  wishing to hold  the metal as  an investment. Developing
nations in Asia, particularly China, have been increasing their purchases.  Gold
production,  meanwhile, has not risen for  several years. Although the stocks of
gold-mining companies have been  weak over the past  year, we believe  increased
demand  will soon  put upward  pressure on  these stocks,  and we  have invested
accordingly. Our  holdings include  Homestake  Mining, Newmont  Mining,  Pegasus
Gold, and Placer Dome.
 
     The broadcasting, entertainment, and telecommunications sectors account for
9%  of the Fund's  assets. Many companies  in these sectors  continue to benefit
from strong revenues  and cash flows.  We believe there  is potential for  solid
growth in these sectors as the prospect for reduced government regulation looms.
In  addition  to our  previous  holdings, which  include  Acclaim Entertainment,
Comcast, and Tele-Communications, we recently added Cox Communications. This new
company was created when Cox combined  its cable properties with those of  Times
Mirror in a joint venture that was then offered to the public.
 
     Oil  and oil-services  companies make up  another 4% of  the Fund's assets.
Stock valuations for some of these companies are low, largely due to an abundant
supply of  oil  over  the  past  few  years.  Demand  from  both  developed  and
underdeveloped   countries   is  now   rising,   however.  In   particular,  the
underdeveloped countries are relying on  oil to fuel electric utilities  because
they  are finding oil-fired plants the  least costly to construct. Consequently,
we expect a balance to be restored  in the marketplace. As demand increases,  we
believe  this demand will begin to put  pressure on supplies, whose stock values
have not  grown  in  years.  That  should  benefit  companies  involved  in  oil
exploration and related services,
 
                                       2
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<PAGE>
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WARBURG PINCUS FUNDS
SEMIANNUAL REPORT (CONT'D)
February 28, 1995
- - --------------------------------------------------------------------------------
 
whose  stock values have been depressed. Our investment positions now consist of
Baker Hughes and Halliburton.
 
     In an effort to enhance  our management capabilities, we recently  welcomed
Linda  H.  Diaz to  our firm.  She will  be  serving as  a research  analyst and
assistant portfolio manager for  Warburg Pincus Growth &  Income Fund. Prior  to
joining  us, Linda worked in  the Asset Management Division  at Kidder Peabody &
Co. from 1991 to 1994.
 
     Although we are concerned about some  near-term risks in the stock  market,
we  are optimistic about the long-term growth potential of the companies we have
chosen. As always, we are actively searching for additional companies that  meet
our value-oriented investment criteria.
 
WARBURG PINCUS BALANCED FUND
 
     The  investment objective  of Warburg Pincus  Balanced Fund  is to maximize
total return through a  combination of long-term growth  of capital and  current
income  consistent with  preservation of  capital. We  pursue this  objective by
means of  a  multi-manager  approach.  Investments in  the  Fund  are  primarily
distributed  among five  sectors, which consist  of the Fixed  Income Sector and
four  Equity  Sectors:  U.S.  Value,  U.S.  Small  Company,  U.S.  Mid-Cap,  and
International Equity. Sector allocations vary over time, and every equity sector
might not always be utilized.
 
     For  the six months  ended February 28, 1995,  Warburg Pincus Balanced Fund
gained 2.22%, which compared  favorably to a 0.94%  rise in the Lipper  Balanced
Fund  Index.  Over the  12 months  ended  February 28,  the Fund  advanced 5.91%
compared to a 1.03% increase in the  Lipper Index. It is important to note  that
we  assumed portfolio management of the Fund on September 30, 1994. The Fund was
formerly named  RBB Balanced  Portfolio and  was managed  by another  investment
adviser.
 
     As  of the fiscal year-end, the Fund's assets are allocated as follows: 45%
in the Fixed  Income Sector,  41% in  the U.S. Value  Sector, and  14% in  money
market instruments and other short-term assets.
 
     The  Fund's Fixed Income allocation solely  consists of U.S. Treasury bonds
with an average maturity of about three years. This is a conservative  position,
both  in terms of average  maturity and credit quality.  At the present time, we
believe the  incremental yield  offered by  corporate bonds  is insufficient  to
justify  the added risk that they entail  over Treasury bonds. Looking ahead, if
interest rates  move  higher, we  would  expect to  lock  in greater  yields  by
extending  the average maturity of the bonds and possibly adding corporate bonds
as well.
 
     At February 28, 1995,  the Fund's allocation to  stocks is entirely  within
the  U.S. Value Sector.  Our holdings include  investments in banking, financial
services,   insurance,   metals    &   mining,   broadcasting,    entertainment,
telecommunications, and oil services.
 
     After  the  recent  sell-offs  in  many  international  markets, especially
emerging  markets,  we  believe  certain  foreign  stocks  are  now  offered  at
attractive   values.   Therefore,   in   the   near   future,   we   expect   to
 
                                       3
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<PAGE>
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WARBURG PINCUS FUNDS
SEMIANNUAL REPORT (CONT'D)
February 28, 1995
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allocate a portion  of the Balanced  Fund's assets to  the International  Equity
Sector.  On a longer-term basis, we believe U.S. stocks will become attractively
priced. As this occurs,  we will consider making  allocations to the U.S.  Small
Company and U.S. Mid-Cap Sectors.
 
     With  the addition of  the Balanced Fund  to the Warburg  Pincus family, we
would like to  welcome a whole  new group of  shareholders. Despite the  obvious
challenges posed by today's markets, we believe the Fund's flexibility to pursue
its  balanced investment  objective using  multiple sectors  gives it  an unique
opportunity to  satisfy investors.  We will  work hard  to continue  the  Fund's
record of success.
 
<TABLE>
<S>                                                       <C>
Anthony G. Orphanos                                       Dale C. Christensen
Anthony G. Orphanos                                       Dale C. Christensen
Portfolio Manager                                         Co-Portfolio Strategist
Warburg Pincus Growth & Income Fund                       Warburg Pincus Balanced Fund
and
Co-Portfolio Strategist
Warburg Pincus Balanced Fund
</TABLE>
 
                                       4
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WARBURG PINCUS GROWTH & INCOME FUND
STATEMENT OF NET ASSETS
February 28, 1995 (Unaudited)
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<TABLE>
<CAPTION>
                                                                                             NUMBER
                                                                                           OF SHARES        VALUE
                                                                                           ----------    ------------
<S>                                                                                        <C>           <C>
COMMON STOCKS AND WARRANTS (63.5%)
Air Conditioning & Heating Management Systems (1.0%)
  Johnson Controls, Inc.                                                                      156,500    $  7,785,875
                                                                                                         ------------
Aerospace (3.5%)
  Allied-Signal, Inc.                                                                         333,600      12,676,800
  Rockwell International Corp.                                                                368,000      14,168,000
                                                                                                         ------------
                                                                                                           26,844,800
                                                                                                         ------------
Automotive Parts & Equipment (1.0%)
  Quaker State Corp.                                                                          500,000       7,250,000
                                                                                                         ------------
Banking (3.6%)
  First Interstate Bancorp                                                                    180,000      14,647,500
  NationsBank Corp.                                                                            55,000       2,743,125
  Norwest Corp.                                                                               400,000      10,300,000
                                                                                                         ------------
                                                                                                           27,690,625
                                                                                                         ------------
Broadcasting (0.7%)
  Cox Communications, Inc. Class A**                                                          317,700       5,440,612
                                                                                                         ------------
 
Computers (3.6%)
  GRC International, Inc.**                                                                   602,000      10,384,500
  Honeywell, Inc.                                                                             490,000      17,823,750
                                                                                                         ------------
                                                                                                           28,208,250
                                                                                                         ------------
Construction (2.5%)
  Stone & Webster, Inc.                                                                       592,900      19,639,813
                                                                                                         ------------
 
Electronics & Other Electrical Equipment (1.1%)
  EG&G, Inc.                                                                                  600,200       8,627,875
                                                                                                         ------------
 
Entertainment (4.0%)
  Acclaim Entertainment, Inc.**                                                             1,155,000      16,458,750
  Boardwalk Casino, Inc.**                                                                    525,000       2,887,500
  Boardwalk Casino Inc. Warrants **                                                           475,000       1,009,375
  Time Warner, Inc.                                                                           285,000      11,008,125
                                                                                                         ------------
                                                                                                           31,363,750
                                                                                                         ------------
Financial Services (7.8%)
  BankAmerica Corp.                                                                           470,000      22,618,750
  Crestar Financial Corp.                                                                     175,000       7,546,875
  Federal Home Loan Mortgage Corporation                                                      369,000      21,402,000
  Federal National Mortgage Association                                                        76,100       5,869,213
  Shawmut National Corp.                                                                      120,000       3,075,000
                                                                                                         ------------
                                                                                                           60,511,838
                                                                                                         ------------
Industrial Materials -- Specialty (2.8%)
  Corning, Inc.                                                                               674,800      21,677,950
                                                                                                         ------------
Insurance (7.3%)
  Allstate Corp.                                                                              690,000      18,975,000
  Chubb Corp.                                                                                 150,600      11,840,925
  Travelers, Inc.                                                                             144,000       5,598,000
  Travelers, Inc. Warrants**                                                                  550,000       5,156,250
  USF&G Corp.                                                                               1,089,100      15,519,675
                                                                                                         ------------
                                                                                                           57,089,850
                                                                                                         ------------
</TABLE>
 
                                 See Accompanying Notes to Financial Statements.
                                                                               5
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<PAGE>
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WARBURG PINCUS GROWTH & INCOME FUND
STATEMENT OF NET ASSETS (CONT'D)
February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                             NUMBER
                                                                                           OF SHARES        VALUE
                                                                                           ----------    ------------
<S>                                                                                        <C>           <C>
COMMON STOCKS AND WARRANTS (CONT'D)                                                            
Manufacturing (1.3%)                                                                        
  Trinity Industries, Inc.                                                                    300,300    $  9,984,975
                                                                                                         ------------
Medical & Medical Services (0.3%)                                                             
  Acuson Corp.**                                                                              210,000       2,598,750
Metals & Mining (11.2%)                                                                        
  Homestake Mining Co.                                                                        940,000      14,570,000
  Inco Ltd.                                                                                   550,000      14,781,250
  Newmont Mining Corp.                                                                        444,000      16,039,500
  Pegasus Gold, Inc.**                                                                      1,200,000      12,750,000
  Placer Dome, Inc.                                                                           890,000      18,133,750
  Prime Resources Group, Inc.**                                                             1,152,000       6,411,456
  Prime Resources Group, Inc. Warrants**                                                      238,000       1,324,589
  Rayrock Yellowknife Research, Inc.**                                                        281,100       3,028,990
                                                                                                         ------------
                                                                                                           87,038,554
                                                                                                         ------------

Oil (0.4%)
  Parker & Parsley Petroleum Co.                                                              150,000       2,737,500
                                                                                                         ------------

Oil Services (3.9%)                                                               
  Baker Hughes, Inc.                                                                          605,000      11,646,250
  Halliburton Co.                                                                             505,000      18,811,250
                                                                                                         ------------
                                                                                                           30,457,500
                                                                                                         ------------

Steel (3.6%)                                                                       
  Bethlehem Steel Corp.**                                                                     624,000       9,750,000
  CBI Industries, Inc.                                                                        600,700      14,566,975
  WHX Corp.**                                                                                 384,000       4,080,000
                                                                                                         ------------
                                                                                                           28,396,975
                                                                                                         ------------

Technology (0.0%)
  General Magic Corp.**                                                                        15,000         273,750
                                                                                                         ------------

Telecommunications (3.9%)                                                            
  Comcast Corp. Special Class A Non-Voting**                                                   789,700     12,437,775
  Tele-Communications, Inc. Class A**                                                          789,500     17,961,125
                                                                                                         ------------
                                                                                                           30,398,900
                                                                                                         ------------

TOTAL COMMON STOCKS AND WARRANTS (Cost $482,519,524)                                                      494,018,142
                                                                                                         ------------

                                                                                   MATURITY    PAR (000)
                                                                                   --------    --------
UNITED STATES TREASURY OBLIGATIONS (23.1%)                                      
  U.S. Treasury Bills                                        
    5.55%                                                                          03/02/95     $50,000    49,992,589
    5.65%                                                                          03/09/95      50,000    49,939,242
    5.47%                                                                          03/30/95      40,000    39,828,059
    5.60%                                                                          04/06/95      40,000    39,775,974
                                                                                                         ------------

TOTAL U.S. TREASURY OBLIGATIONS (Cost $179,529,100)                                                       179,535,864
                                                                                                         ------------
</TABLE>
 
 
 
                                 See Accompanying Notes to Financial Statements.
6
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<PAGE>
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WARBURG PINCUS GROWTH & INCOME FUND
STATEMENT OF NET ASSETS (CONT'D)
February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   MATURITY    PAR (000)        VALUE
                                                                                   --------    --------     ------------
<S>                                                                                <C>         <C>          <C>
REPURCHASE AGREEMENTS (12.0%)
  Greenwich Capital Markets Inc., 6.15%                                            03/01/95     $93,643     $ 93,643,000
  (Agreement dated 02/28/95 to be repurchased at $93,658,997, collateralized by
  $90,050,000 U.S. Treasury Bonds 7.8751% due 11/15/04. Market value of
  collateral is $95,652,911).
                                                                                                            ------------
 
TOTAL REPURCHASE AGREEMENTS (Cost $93,643,000)                                                                93,643,000
                                                                                                            ------------
 
TOTAL INVESTMENTS AT VALUE (Cost $755,691,624*) (98.6%)                                                      767,197,006
 
OTHER ASSETS IN EXCESS OF LIABILITIES (1.4%)                                                                  10,836,998
                                                                                                            ------------
NET ASSETS (Applicable to 55,121,051 Warburg Pincus shares) (100.0%)                                        $778,034,004
                                                                                                            ------------
                                                                                                            ------------
NET ASSETS VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($778,034,004 [div] 55,121,051)                                                                                 $14.12
                                                                                                                  ------
                                                                                                                  ------
</TABLE>
 
* Also   cost  for   Federal  income   tax  purposes.   The  gross  appreciation
  (depreciation) on a tax basis is as follows:
 
<TABLE>
<S>                    <C>
Gross Appreciation     $29,658,331
Gross Depreciation     (18,152,949)
                       -----------
Net Appreciation       $11,505,382
                       -----------
                       -----------
</TABLE>
 
** Non-income producing.
 
                                 See Accompanying Notes to Financial Statements.
                                                                               7
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<PAGE>
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WARBURG PINCUS GROWTH & INCOME FUND
STATEMENT OF OPERATIONS
For the Six Months Ended February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                                  <C>
INVESTMENT INCOME:
     Dividends                                                                                       $  3,774,262
     Interest                                                                                           5,912,681
                                                                                                     ------------
          Total investment income                                                                       9,686,943
                                                                                                     ------------
EXPENSES:
     Investment advisory fees                                                                           2,244,996
     Administration fees                                                                                  748,332
     Custodian fees                                                                                        65,844
     Transfer agent fees                                                                                  284,195
     Legal fees                                                                                            21,380
     Audit fees                                                                                            17,210
     Registration fees                                                                                    159,472
     Insurance expense                                                                                      8,578
     Printing expense                                                                                      15,001
     Other expenses                                                                                         8,154
                                                                                                     ------------
          Total expenses                                                                                3,573,162
                                                                                                     ------------
               Net investment income                                                                    6,113,781
                                                                                                     ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
     Net realized loss on investments                                                                  (1,238,402)
     Decrease in net unrealized appreciation on investments                                            (9,477,983)
                                                                                                     ------------
          Net loss on investments                                                                     (10,716,385)
                                                                                                     ------------
Net decrease in net assets resulting from operations                                                 $ (4,602,604)
                                                                                                     ------------
                                                                                                     ------------
</TABLE>
 
                                 See Accompanying Notes to Financial Statements.
8
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<PAGE>
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WARBURG PINCUS GROWTH & INCOME FUND
STATEMENTS OF CHANGES IN NET ASSETS
- - --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>

                                                                                    For the             For the
                                                                                Six Months Ended      Year Ended
                                                                                February 28, 1995   August 31, 1994
                                                                                ----------------    ---------------
                                                                                  (Unaudited)
 
<S>                                                                             <C>                 <C>
Increase (decrease) in net assets:
Operations:
     Net investment income                                                        $  6,113,781       $     572,031
     Net gain (loss) on investments                                                (10,716,385)         17,971,937
                                                                                ----------------    --------------
          Net increase (decrease) in net assets resulting from operations           (4,602,604)         18,543,968
                                                                                ----------------    --------------
Distributions to shareholders:
     Dividends to shareholders from net investment income:
          ($.0667 and $.0785, respectively, per share)                              (2,934,070)           (572,031)
     Distributions to shareholders from net realized capital gains:
          ($.1834 and $3.9751, respectively, per share)                             (8,067,592)        (10,054,939)
                                                                                ----------------    --------------
          Total distributions to shareholders                                      (11,001,662)        (10,626,970)
                                                                                ----------------    --------------
Net capital share transactions                                                     382,980,642         342,051,251
                                                                                ----------------    --------------
Total increase in net assets                                                       367,376,376         349,968,249
Net Assets:
     Beginning of period                                                           410,657,628          60,689,379
                                                                                ----------------    --------------
     End of period                                                                $778,034,004       $ 410,657,628
                                                                                ----------------    --------------
                                                                                ----------------    --------------
</TABLE>
 
                                 See Accompanying Notes to Financial Statements.
                                                                               9
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<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS BALANCED FUND
STATEMENT OF NET ASSETS
February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                                NUMBER
                                                                                               OF SHARES      VALUE
                                                                                               ---------    ----------
<S>                                                                                            <C>          <C>
COMMON STOCKS (40.7%)
Aerospace (2.1%)
  Allied-Signal, Inc.                                                                                300    $   11,400
  Rockwell International Corp.                                                                       300        11,550
                                                                                                            ----------
                                                                                                                22,950
                                                                                                            ----------
 
Automotive Parts & Equipment (0.7%)
  Quaker State Corp.                                                                                 500         7,250
                                                                                                            ----------
 
Banking (1.5%)
  First Interstate Bancorp                                                                           100         8,138
  Norwest Corp.                                                                                      300         7,725
                                                                                                            ----------
                                                                                                                15,863
                                                                                                            ----------
 
Broadcasting (0.3%)
  Cox Communications, Inc. Class A**                                                                 200         3,425
                                                                                                            ----------
 
Computers (1.0%)
  Honeywell, Inc.                                                                                    300        10,913
                                                                                                            ----------
 
Construction (3.1%)
  Stone & Webster, Inc.                                                                            1,000        33,125
                                                                                                            ----------
 
Electronics & Other Electrical Equipment (0.7%)
  EG&G, Inc.                                                                                         500         7,187
                                                                                                            ----------
 
Entertainment (1.7%)
  Acclaim Entertainment, Inc.**                                                                      500         7,125
  Time Warner, Inc.                                                                                  300        11,588
                                                                                                            ----------
                                                                                                                18,713
                                                                                                            ----------
 
Financial Services (3.0%)
  Crestar Financial Corp.                                                                            300        12,938
  Federal Home Loan Mortgage Corporation                                                             200        11,600
  Federal National Mortgage Association                                                              100         7,712
                                                                                                            ----------
                                                                                                                32,250
                                                                                                            ----------
 
Industrial Materials -- Specialty (1.5%)
  Corning, Inc.                                                                                      500        16,062
                                                                                                            ----------
</TABLE>
 
                                 See Accompanying Notes to Financial Statements.
10
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<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS BALANCED FUND
STATEMENT OF NET ASSETS (CONT'D)
February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                NUMBER
                                                                                               OF SHARES      VALUE
                                                                                               ---------    ----------
<S>                                                                                            <C>          <C>
COMMON STOCKS (CONT'D)
Insurance (4.4%)
  Allstate Corp.                                                                                     500    $   13,750
  Chubb Corp.                                                                                        200        15,725
  USF&G Corp.                                                                                      1,300        18,525
                                                                                                            ----------
                                                                                                                48,000
                                                                                                            ----------
 
Metals & Mining (5.4%)
  Homestake Mining Co.                                                                               500         7,750
  Inco, Ltd.                                                                                         300         8,063
  Newmont Mining Corp.                                                                               300        10,838
  Pegasus Gold, Inc.**                                                                               500         5,313
  Placer Dome, Inc.                                                                                1,000        20,375
  Prime Resources Group, Inc.**                                                                    1,000         5,566
                                                                                                            ----------
                                                                                                                57,905
                                                                                                            ----------
 
Oil Services (2.9%)
  Baker Hughes, Inc.                                                                                 500         9,625
  Halliburton Co.                                                                                    300        11,175
  Unocal Corp.                                                                                       400        11,350
                                                                                                            ----------
                                                                                                                32,150
                                                                                                            ----------
 
Steel (1.5%)
  Bethlehem Steel Corp.**                                                                            300         4,687
  WHX Corp.**                                                                                      1,100        11,687
                                                                                                            ----------
                                                                                                                16,374
                                                                                                            ----------
 
Technology (8.4%)
  General Magic Corp.**                                                                            5,000        91,250
                                                                                                            ----------
</TABLE>
 
                                 See Accompanying Notes to Financial Statements.
                                                                              11
- - --------------------------------------------------------------------------------
 
<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS BALANCED FUND
STATEMENT OF NET ASSETS (CONT'D)
February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                NUMBER
                                                                                               OF SHARES      VALUE
                                                                                               ---------    ----------
<S>                                                                                            <C>          <C>
COMMON STOCKS (CONT'D)
Telecommunications (2.5%)
  Comcast Corp. Special Class A Non-Voting**                                                       1,000    $   15,750
  Tele-Communications, Inc. Class A**                                                                500        11,375
                                                                                                            ----------
                                                                                                                27,125
                                                                                                            ----------
 
TOTAL COMMON STOCKS (Cost $412,193)                                                                            440,542
                                                                                                            ----------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                     PAR
                                                                                       MATURITY     (000)
                                                                                       --------     -----
 
<S>                                                                                    <C>          <C>      <C>
UNITED STATES TREASURY OBLIGATIONS (45.0%)
  U.S. Treasury Notes
    5.875%                                                                             05/31/96     $ 200       198,354
    6.875%                                                                             10/31/96        75        75,180
    8.125%                                                                             02/15/98        20        20,640
    8.50%                                                                              11/15/00       180       191,768
                                                                                                             ----------
TOTAL U.S. TREASURY OBLIGATIONS (Cost $475,860)                                                                 485,942
                                                                                                             ----------
 
REPURCHASE AGREEMENTS (11.9%)
  State Street Bank 6.00%                                                              03/01/95     $ 129       129,000
  (Agreement dated 02/28/95 to be repurchased at $129,022, collateralized by
  $135,000
  U.S. Treasury Notes 4.00% due 01/31/96. Market value of collateral is $132,638)
                                                                                                             ----------
TOTAL REPURCHASE AGREEMENTS (Cost $129,000)                                                                     129,000
                                                                                                             ----------
 
TOTAL INVESTMENTS AT VALUE (Cost $1,017,053*) (97.6%)                                                         1,055,484
 
OTHER ASSETS IN EXCESS OF LIABILITIES (2.4%)                                                                     26,503
                                                                                                             ----------
 
NET ASSETS (Applicable to 114,399 Warburg Pincus shares) (100.0%)                                            $1,081,987
                                                                                                             ----------
                                                                                                             ----------
 
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE ($1,081,987[div]114,399)                                 $9.46
                                                                                                                  -----
                                                                                                                  -----
</TABLE>
 
* Also cost for Federal income tax purposes. The gross appreciation
  (depreciation) on a tax basis is as follows:
 
<TABLE>
<S>                                                                 <C>
 Gross Appreciation                                                 $46,686
 Gross Depreciation                                                  (8,255)
                                                                    -------
 Net Appreciation                                                   $38,431
                                                                    -------
                                                                    -------
</TABLE>
 
** Non-income producing
 
                               See Accompanying Notes to Financial Statements.
12
- - --------------------------------------------------------------------------------




<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS BALANCED FUND
STATEMENT OF OPERATIONS
For the Six Months Ended February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------
 
<TABLE>

<S>                                                                                                      <C>
INVESTMENT INCOME:
     Dividends                                                                                           $  2,025
     Interest                                                                                              16,978
                                                                                                         --------
          Total investment income                                                                          19,003
                                                                                                         --------
EXPENSES:
     Investment advisory fees                                                                               3,415
     Administration fees                                                                                      848
     Distribution fees                                                                                      1,012
     Custodian fees                                                                                         7,200
     Transfer agent fees                                                                                    8,800
     Registration fees                                                                                      6,000
     Other expenses                                                                                         4,209
                                                                                                         --------
                                                                                                           31,484
     Less fees waived                                                                                      (5,111)
     Less expense reimbursement by advisor                                                                (20,945)
                                                                                                         --------
          Total expenses                                                                                    5,428
                                                                                                         --------
            Net investment income                                                                          13,575
                                                                                                         --------
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 
     Net realized gain on investments                                                                      52,902
     Decrease in net unrealized appreciation on investments                                               (46,174)
                                                                                                         --------
            Net gain on investments                                                                         6,728
                                                                                                         --------
Net increase in net assets resulting from operations                                                     $ 20,303
                                                                                                         --------
                                                                                                         --------
</TABLE>
 
                                 See Accompanying Notes to Financial Statements.
                                                                              13
- - --------------------------------------------------------------------------------


<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS BALANCED FUND
STATEMENTS OF CHANGES IN NET ASSETS
- - --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                    For the             For the
                                                                                Six Months Ended      Year Ended
                                                                                February 28, 1995   August 31, 1994
                                                                                -----------------   ---------------
                                                                                  (Unaudited)
 
<S>                                                                             <C>                 <C>
Increase (decrease) in net assets:
Operations:
     Net investment income                                                         $   13,575          $  29,100
     Net gain on investments                                                            6,728             23,057
                                                                                   ----------          ---------
          Net increase in net assets resulting from operations                         20,303             52,157
                                                                                   ----------          ---------
 
Distributions to shareholders:
     Dividends to shareholders from net investment income:
       ($.1993 and $.4586, respectively, per share)                                   (14,732)           (31,049)
     Distributions to shareholders from net realized capital gains:
       ($1.5069 and $.9794, respectively, per share)                                 (111,945)           (63,790)
                                                                                   ----------          ---------
          Total distributions to shareholders                                        (126,677)           (94,839)
                                                                                   ----------          ---------
Net capital share transactions                                                        380,333             88,893
                                                                                   ----------          ---------
Total increase in net assets                                                          273,959             46,211
 
Net Assets:
     Beginning of period                                                              808,028            761,817
                                                                                   ----------          ---------
     End of period                                                                 $1,081,987          $ 808,028
                                                                                   ----------          ---------
                                                                                   ----------          ---------
</TABLE>
 
                                 See Accompanying Notes to Financial Statements.
14
- - --------------------------------------------------------------------------------



<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS GROWTH & INCOME FUND
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each Period)
- - --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                For the                           For the Years Ended August 31,
                                            Six Months Ended          ------------------------------------------------------
                                            February 28, 1995          1994            1993            1992            1991
                                            ----------------          -------         ------          ------          ------
                                              (Unaudited)
 
<S>                                         <C>                       <C>             <C>             <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD             $14.56               $ 16.72         $11.99          $12.11          $11.00
                                                 ------               -------         ------          ------          ------
    Income From Investment Operations:
    Net Investment Income                         .1244                 .0785          .0464           .1912           .3744
    Net Gains (Losses) on Securities
      (both realized and unrealized)             (.3143)               1.8151         4.8499           .0402          1.6891
                                                 ------               -------         ------          ------          ------
        Total From Investment Operations         (.1899)               1.8936         4.8963           .2314          2.0635
                                                 ------               -------         ------          ------          ------
    Less Distributions:
    Dividends (from net investment
      income)                                    (.0667)               (.0785)        (.0875)         (.1871)         (.4043)
    Distributions (from capital gains)           (.1834)              (3.9751)        (.0788)         (.1643)         (.5492)
                                                 ------               -------         ------          ------          ------
        Total Distributions                      (.2501)              (4.0536)        (.1663)         (.3514)         (.9535)
                                                 ------               -------         ------          ------          ------
NET ASSET VALUE, END OF PERIOD                   $14.12               $ 14.56         $16.72          $11.99          $12.11
                                                 ------               -------         ------          ------          ------
                                                 ------               -------         ------          ------          ------
 
Total Returns                                     (1.23%)(c)            14.41%         41.17%           1.99%          19.91%
 
RATIOS/SUPPLEMENTAL DATA:
 
Net Assets, end of period (000)                $778,034               $410,658        $60,689         $28,976         $24,726
 
Ratios of Expenses to Average Net Assets           1.19%(a)(b)           1.28%(a)       1.14%(a)        1.25%(a)        1.30%(a)
 
Ratios of Net Investment Income to
  Average Net Assets                               2.04%(b)               .41%           .30%           1.66%           3.42%
 
Portfolio Turnover Rate                              65%(c)               150%           344%            175%             41%
</TABLE>
 
(a) Without  the  waiver of  advisory and  administration  fees and  without the
    reimbursement of  certain  operating expenses,  the  ratios of  expenses  to
    average  net assets for Warburg Pincus Growth  & Income Fund would have been
    1.19% for the six  months ended February 28,  1995, 1.28%, 1.14%, 1.28%  and
    2.17%   for  the  years  ended  August   31,  1994,  1993,  1992  and  1991,
    respectively.
 
(b) Annualized.
 
(c) Not Annualized.
 
                See Accompanying Notes to Financial Statements.
 
                                                                              15
- - --------------------------------------------------------------------------------
 
<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS BALANCED FUND
FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout Each Period)
- - --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                        For the                    For the Years Ended August 31,
                                                    Six Months Eended     -------------------------------------------------
                                                    February 28, 1995      1994         1993           1992           1991
                                                    -----------------     -------      -------        -------        ------
                                                      (Unaudited)
 
<S>                                                 <C>                   <C>          <C>            <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                    $  11.01          $ 11.71      $ 12.04        $ 12.05        $10.60
                                                         -------          -------      -------        -------        ------
    Income From Investment Operations:
    Net Investment Income                                  .1416            .4132        .5555          .4408         .4213
    Net Gains (Losses) on Securities (both
      realized and unrealized)                             .0146            .3248       1.1253          .5155        1.7196
                                                         -------          -------      -------        -------        ------
        Total From Investment Operations                   .1562            .7380       1.6808          .9563        2.1409
                                                         -------          -------      -------        -------        ------
    Less Distributions:
    Dividends (from net investment income)                (.1993)          (.4586)      (.5412)        (.3713)       (.4128)
    Distributions (from capital gains)                   (1.5069)          (.9794)     (1.4696)        (.5950)       (.2781)
                                                         -------          -------      -------        -------        ------
        Total Distributions                              (1.7062)         (1.4380)     (2.0108)        (.9663)       (.6909)
                                                         -------          -------      -------        -------        ------
NET ASSET VALUE, END OF PERIOD                          $   9.46          $ 11.01      $ 11.71        $ 12.04        $12.05
                                                         -------          -------      -------        -------        ------
                                                         -------          -------      -------        -------        ------
 
Total Returns                                               2.22%(c)         6.86%       15.27%          8.07%        21.18%
 
RATIOS/SUPPLEMENTAL DATA:
 
Net Assets, end of period (000)                           $1,082             $808         $762         $1,026        $1,290
 
Ratios of Expenses to Average Net Assets                    1.34%(a)(b)         0%(a)        0%(a)        .67%(a)      1.40%(a)
 
Ratios of Net Investment Income to
  Average Net Assets                                        3.35%(b)         3.76%        4.13%          3.68%         3.58%
 
Portfolio Turnover Rate                                       86%(c)           32%          30%            93%           76%
</TABLE>
 
(a) Without the  waiver of  advisory  and administration  fees and  without  the
    reimbursement  of  certain operating  expenses,  the ratios  of  expenses to
    average net assets for  Warburg Pincus Balanced Fund  would have been  7.77%
    annualized  for the six months ended  February 28, 1995, 5.46%, 5.37%, 3.88%
    and 3.89%  for  the  years ended  August  31,  1994, 1993,  1992  and  1991,
    respectively.
 
(b) Annualized.
 
(c) Not Annualized.
 
                See Accompanying Notes to Financial Statements.
 
16
- - --------------------------------------------------------------------------------



<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS FUNDS
NOTES TO FINANCIAL STATEMENTS
February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------
 
1. SIGNIFICANT ACCOUNTING POLICIES
 
     The  RBB  Fund, Inc.  (the 'Company')  is  registered under  the Investment
Company Act of 1940, as amended,  as an open-end management investment  company.
The Company was incorporated in Maryland on February 29, 1988, and currently has
eighteen  investment portfolios,  two of  which are  included in  this financial
statement.
 
     The Company has authorized capital of thirty billion shares of common stock
of which  10.7 billion  are currently  classified into  sixty-two classes.  Each
class  represents an  interest in one  of eighteen investment  portfolios of the
Company, sixteen of  which are  currently in  operation. The  classes have  been
grouped  into sixteen separate 'families', eight  of which have begun investment
operations: the  Warburg Pincus  Family, the  RBB Family,  the BEA  Family,  the
Sansom  Street Family,  the Bedford  Family, the  Cash Preservation  Family, the
Laffer/Canto  Family  and  the  Bradford  Family.  The  Warburg  Pincus   Family
represents interests in two portfolios, which are covered by this report.
 
     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  securities  are
valued  at market  value, which  is currently  determined using  the last report
sales price. If no sales are reported, as in the case of some securities  traded
over-the-counter,  portfolio securities are valued at  the mean between the last
reported bid and  asked prices.  Corporate bonds and  government securities  are
valued  on the  basis of quotations  provided by an  independent pricing service
which uses information with  respect to transactions  on bonds, quotations  from
bond   dealers,  market  transactions  in   comparable  securities  and  various
relationships between securities  in determining  value. Short-term  obligations
with  maturities  of  60  days  or  less  are  valued  at  amortized  cost which
approximates market value.
 
     Security transactions are  accounted for  on the  trade date.  The cost  of
investments  sold is determined by use of the specific identification method for
both financial reporting and income tax purposes. Interest income is recorded on
the accrual  basis. Dividends  are  recorded on  the ex-dividend  date.  Certain
expenses,  principally  distribution,  transfer agent  and  printing,  are class
specific expenses and  vary by class.  Expenses not directly  attributable to  a
specific  portfolio or class are allocated based  on relative net assets of each
Portfolio and class, respectively.
 
     Dividends from net  investment income,  if any,  are declared  and paid  at
least  quarterly. Any  net realized capital  gains will be  distributed at least
annually. Income distributions and capital gain distributions are determined  in
accordance  with income tax regulations which may differ from generally accepted
accounting principals.
 
     No provision is made for Federal taxes as it is the Company's intention  to
have  each  portfolio  continue  to  qualify for  and  elect  the  tax treatment
applicable to regulated investment companies under the Internal Revenue Code and
make the requisite distributions to its shareholders which will be sufficient to
relieve it from Federal income and excise taxes.
 
     Money market instruments may be purchased subject to the seller's agreement
to repurchase  them  at an  agreed  upon date  and  price. The  seller  will  be
required,  on a daily basis, to maintain  the value of the securities subject to
the agreement  at  not  less  than the  repurchase  price.  The  agreements  are
conditioned  upon  the  collateral  being deposited  under  the  Federal Reserve
book-entry system or with the Fund's custodian or a third party sub-custodian.
 
                                                                              17
- - --------------------------------------------------------------------------------
 
<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------
 
2. INVESTMENT ADVISER, CO-ADMINISTRATORS AND DISTRIBUTOR
 
     Warburg,  Pincus  Counsellors,   Inc.  ('Counsellors'),   a  wholly   owned
subsidiary  of Warburg, Pincus  Counsellors G.P. ('Counsellors  G.P.') serves as
investment advisor for Warburg Pincus Growth & Income Fund. The advisory fee  is
computed  daily and payable monthly at the annual rate of .75% of Warburg Pincus
Growth & Income Fund's average daily net assets.
 
     Pursuant to  a vote  on September  30, 1994,  shareholders approved  a  new
advisory  contract between Warburg  Pincus Balanced Fund  and Counsellors. Under
the new agreement, Warburg Pincus Balanced Fund pays Counsellors an advisory fee
at an annual  rate of .90%  of the Fund's  average daily net  assets. The  prior
advisory  agreement  between the  Fund  and PNC  Institutional  Management Corp.
('PIMC') was terminated as of that date.
 
     Counsellors may, at its discretion, voluntarily waive all or any portion of
its advisory fees for any  of the Funds. For the  six months ended February  28,
1995, investment advisory fees and waivers were as follows:
 
<TABLE>
<CAPTION>
                                                                    GROSS                        NET
                                                                 ADVISORY FEE     WAIVER     ADVISORY FEE
                                                                 ------------    --------    ------------
 
<S>                                                              <C>             <C>         <C>
Warburg Pincus Growth & Income Fund                               $2,244,996     $  --        $2,244,996
Warburg Pincus Balanced Fund                                           3,415       (3,415)       --
</TABLE>
 
     Also,  PFPC Inc. ('PFPC'), an indirect  wholly owned subsidiary of PNC Bank
Corp., and Counsellors Fund Services,  Inc. ('CFSI'), a wholly owned  subsidiary
of  Counsellors, serve as  co-administrators for each of  the Funds. For Warburg
Pincus Growth & Income Fund, the  co-administration fees are computed daily  and
payable  monthly at an annual rate of .20%  of the first $125 million of average
daily net assets and .15% of average daily net assets in excess of $125  million
for PFPC and .05% of the first $125 million of average daily net assets and .10%
of average daily net assets in excess of $125 million for CFSI.
 
     For  Warburg Pincus Balanced Fund,  the co-administration fees are computed
daily and payable monthly at an annual rate of .15% of average daily net  assets
for PFPC and .10% of average daily net assets for CFSI.
 
     CFSI  and  PFPC may,  at  their discretion,  voluntarily  waive all  or any
portion of their co-administration fees for any of the Funds. For the six months
ended February  28, 1995,  PFPC's  co-administration fees  and waivers  were  as
follows:
 
<TABLE>
<CAPTION>
                                                          GROSS                                 NET
                                                  CO-ADMINISTRATION FEES    WAIVERS    CO-ADMINISTRATION FEES
                                                  ----------------------    -------    ----------------------
 
<S>                                               <C>                       <C>        <C>
Warburg Pincus Growth & Income Fund                      $748,332            $--              $748,332
Warburg Pincus Balanced Fund                                  848             (848)              --
</TABLE>
 
18
- - --------------------------------------------------------------------------------
 
<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------
 
     Counsellors  Securities  Inc. ('CSI'),  also a  wholly owned  subsidiary of
Counsellors, serves as each  Fund's distributor. No  compensation is payable  by
Warburg  Pincus Growth & Income Fund.  For distribution services with respect to
Warburg Pincus Balanced Fund,  CSI receives a  fee at the  annual rate of  .25%,
computed daily and payable monthly, on average daily net assets. CSI may, at its
discretion,  voluntarily waive all or any  portion of its distribution fees. For
the six months ended  February 28, 1995, distribution  fees and waivers were  as
follows:
 
<TABLE>
<CAPTION>
                                                                   GROSS                           NET
                                                             DISTRIBUTION FEES    WAIVER    DISTRIBUTION FEES
                                                             -----------------    ------    -----------------
 
<S>                                                          <C>                  <C>       <C>
Warburg Pincus Balanced Fund                                      $ 1,012         $(848)          $ 164
</TABLE>
 
3. INVESTMENT IN SECURITIES
 
     For  the  six  months  ended  February 28,  1995,  purchases  and  sales of
investment securities (other than short-term investments) were as follows:
 
<TABLE>
<CAPTION>
                                                                   INVESTMENT SECURITIES
                                                                ----------------------------
                                                                 PURCHASES         SALES
                                                                ------------    ------------
 
<S>                                                             <C>             <C>
Warburg Pincus Growth & Income Fund                             $496,036,880    $247,914,184
Warburg Pincus Balanced Fund                                    $    810,178    $    594,063
</TABLE>
 
                                                                              19
- - --------------------------------------------------------------------------------
 
<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------
 
4. CAPITAL SHARES
 
     Transactions in capital shares for each period were as follows:
 
<TABLE>
<CAPTION>
                                WARBURG PINCUS GROWTH & INCOME FUND                        WARBURG PINCUS BALANCED FUND
                      -------------------------------------------------------   ---------------------------------------------------
                       For the Six Months Ended        For the Year Ended       For the Six Months Ended      For the Year Ended
                          February 28, 1995             August 31, 1994             February 28, 1995          August 31, 1994
                      --------------------------   --------------------------   -------------------------  ------------------------
                        Shares         Value         Shares         Value         Shares         Value        Shares       Value
                      -----------   ------------   -----------   ------------   -----------   -----------  ------------  ----------
                             (Unaudited)                                               (Unaudited)
 
<S>                   <C>           <C>            <C>           <C>            <C>           <C>          <C>            <C>
Shares Sold            29,098,888   $413,113,690    29,256,806   $410,956,025        29,679    $ 278,768           609   $   6,495
Shares issued in
  reinvestment of
  dividends                 4,276         57,858        67,788        894,152        13,780      124,847         8,690      93,303
Shares repurchased     (2,195,489)   (30,190,906)   (4,741,678)   (69,798,926)       (2,439)     (23,282)         (982)    (10,905)
                      -----------   ------------   -----------   ------------   -----------   ----------   -----------   ---------
Net increase           26,907,675   $382,980,642    24,582,916   $342,051,251        41,020    $ 380,333         8,317   $  88,893
                      -----------   ------------   -----------   ------------   -----------   ----------   -----------   ---------
                      -----------   ------------   -----------   ------------   -----------   ----------   -----------   ---------
Shares authorized     100,000,000                  100,000,000                  100,000,000                100,000,000
                      -----------                  -----------                  -----------                -----------
                      -----------                  -----------                  -----------                -----------
</TABLE>
 
5. NET ASSETS
 
     At February 28, 1995, net assets consisted of the following: (Unaudited)
 
<TABLE>
<CAPTION>
                                                         WARBURG PINCUS        WARBURG PINCUS
                                                      GROWTH & INCOME FUND     BALANCED FUND
                                                     ----------------------    --------------
 
<S>                                                  <C>                       <C>
Capital paid-in                                           $771,950,109          $  1,038,448
Undistributed net income                                     3,179,711                 7,187
Accumulated net realized gain (loss) on
  investments                                               (8,601,198)               (2,079)
Unrealized appreciation on investments                      11,505,382                38,431
                                                          ------------          ------------
                                                          $778,034,004          $  1,081,987
                                                          ------------          ------------
                                                          ------------          ------------
</TABLE>
 
6. DERIVATIVE FINANCIAL INSTRUMENTS
 
     The Funds may trade  financial instruments with  off-balance sheet risk  in
the  normal course of investing activities and to assist in managing exposure to
market risks  such as  interest  rates and  financial indices.  These  financial
instruments include futures contacts.
 
     The  notional  or contractual  amount of  these instruments  represents the
investment the Funds have in particular classes of financial instruments and  do
not   necessarily  represent  the  amounts  potentially  subject  to  risk.  The
measurement of the risks  associated with these  instruments is meaningful  only
when all related and offsetting transactions are considered.
 
     Each  of  the Funds  may  enter into  financial  futures contracts  for the
delayed delivery of securities, currency or contracts based on financial indices
on a future date. A Fund is required to deposit either in cash or securities  an
amount  equal  to  a specified  percentage  of the  contract  amount. Subsequent
payments  are  made  or  received  by  a  Fund  each  day,  depending  on  daily
fluctuations  in  the value  of the  underlying security,  and are  recorded for
financial   statement   purposes    as   unrealized   gains    or   losses.    A
 
20
- - --------------------------------------------------------------------------------
 
<PAGE>
- - --------------------------------------------------------------------------------
WARBURG PINCUS FUNDS
NOTES TO FINANCIAL STATEMENTS (CONT'D)
February 28, 1995 (Unaudited)
- - --------------------------------------------------------------------------------
Fund's  investment in financial  futures contracts is  designed to hedge against
anticipated future changes in interest or exchange rates. However, the Growth  &
Income  Fund may invest in futures and  options for non-hedging purposes so long
as aggregate initial margins and premiums required for non-hedging positions  do
not  exceed  5% of  its net  assets,  after taking  into account  any unrealized
profits and losses on any such contracts it has entered into. Should interest or
exchange rates  move  unexpectedly,  a  Fund may  not  achieve  the  anticipated
benefits of the financial futures contracts and may realize a loss.
 
     At February 28, 1995, Warburg Pincus Growth & Income Fund had outstanding 5
futures contracts on the S&P 500 Stock Index, expiring March 16, 1995. The value
of  such contracts on February 28, 1995  was $1,221,375, thereby resulting in an
unrealized loss of $14,625.
 
     Futures transactions entered  into for  the six months  ended February  28,
1995, are summarized as follows:
 
<TABLE>
<CAPTION>
                                                              NUMBER        OPENING
                                                           OF CONTRACTS      VALUE
                                                           ------------    ----------
 
<S>                                                        <C>             <C>
Short futures contracts opened                                   5         $1,206,750
                                                                 -         ----------
 
Outstanding short futures contracts at end of period             5         $1,206,750
                                                                 -         ----------
                                                                 -         ----------
</TABLE>
 
                                                                              21
- - --------------------------------------------------------------------------------



<PAGE>
FURTHER INFORMATION IS CONTAINED
IN THE PROSPECTUS, WHICH MUST
PRECEDE OR ACCOMPANY THIS REPORT.
 
WARBURG PINCUS FUNDS
P.O. BOX 9030
BOSTON, MASSACHUSETTS 02205-9030
 
SHAREHOLDER SERVICES
1-800-888-6878
 
PROSPECTUSES
1-800-257-5614
 
                                [WARBURG LOGO]

                                [GLOBAL LOGO]
 
<TABLE>
<S>                            <C>
                               SEMIANNUAL REPORT
</TABLE>
 
                               FEBRUARY 28, 1995
 



                      [ ] WARBURG PINCUS
                          GROWTH & INCOME FUND
 
                      [ ] WARBURG PINCUS
                          BALANCED FUND
 
                    COUNSELLORS SECURITIES INC., DISTRIBUTOR
 
                                                                    WPGBF-3-0295

<PAGE>

                           STATEMENT OF DIFFERENCES


     <TABLE>
     <CAPTION>
     <S>                                                             <C>
     The mathematical division symbol shall be expressed as ....... [div]


     </TABLE>





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