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As filed with the U.S. Securities and Exchange Commission
on February 12, 1999
Securities Act File No. 033-63655
Investment Company Act File No. 811-07371
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 5 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 6 [x]
(Check appropriate box or boxes)
Warburg, Pincus Japan Growth Fund, Inc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Exact Name of Registrant as Specified in Charter)
466 Lexington Avenue
New York, New York 10017-3147
........................................ ..................
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(212) 878-0600
Janna Manes, Esq.
Warburg, Pincus Japan Growth Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
.........................................
(Name and Address of Agent for Service)
Copy to:
Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
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Approximate Date of Proposed Public Offering: February 22, 1999
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[x] on February 22, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[x] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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The Prospectuses and Statement of Additional Information are incorporated by
reference to Post-Effective No. 4 filed on December 17, 1998.
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PART C
OTHER INFORMATION
WARBURG, PINCUS JAPAN GROWTH FUND, INC.
Item 23. Exhibits
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Exhibit No. Description of Exhibit
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a(1) Articles of Incorporation.(1)
(2) Articles of Amendment. (2)
(3) Articles Supplementary.(2)
b(1) By-Laws.(1)
(2) Amendment to By-Laws.(3)
(3) Amendment to By-Laws.(4)
c Form of Share Certificates.(5)
d Form of Investment Advisory Agreement.(6)
e Form of Distribution Agreement.(2)
f Not applicable.
g(1) Form of Custodian Agreement with State Street Bank & Trust
Company.(7)
(2) Form of Custodian Agreement with PNC Bank, National
Association.(7)
h(1) Form of Transfer Agency Agreement.(5)
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(1) Incorporated by reference to Registrant's Registration Statement on Form
N-1A, filed on October 25, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A, filed on February 25,
1997.
(3) Incorporated by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A, filed on July 1, 1996.
(4) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Post-Effective Amendment No. 8 to the Registration Statement on Form
N-1A
C-1
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of Warburg, Pincus Global Fixed Income Fund, Inc., filed on February 17, 1998
(Securities Act File No. 33-36066).
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Exhibit No. Description of Exhibit
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(2) Forms of Co-Administration Agreements.(5)
(3) Forms of Services Agreements.(2)
i Opinion and Consent of Willkie Farr & Gallagher, counsel to
the Fund. (8)
j(1) Consent of PricewaterhouseCoopers LLP, Independent
Accountants. (8)
(2) Consent of Hamada & Matsumoto, Japanese counsel to the
Fund. (8)
k Not Applicable.
l Form of Purchase Agreement.(5)
m(1) Form of Shareholder Servicing and Distribution Plan.(7)
(2) Form of Distribution Plan.(7)
n(1) Financial Data Schedule relating to Common Shares.(8)
(2) Financial Data Schedule relating to Advisor Shares. (8)
o Form of Rule 18f-3 Plan. (9)
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(5) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 2 to the Registration Statement on Form N-1A
of Warburg, Pincus Post-Venture Capital Fund, Inc., filed on September
22, 1995 (Securities Act File No. 33-61225).
(6) Incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A, filed on December 18,
1995.
(7) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in the
Registration Statement on Form N-14 of Warburg, Pincus Major Foreign
Markets Fund, Inc. (formerly known as Warburg, Pincus Managed EAFE(R)
Countries Fund, Inc.), filed on November 5, 1997 (Securities Act File
No. 333-39611).
(8) To be filed by amendment.
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(9) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Post-Effective Amendment No. 15 to the Registration Statement on Form
N-1A of Warburg, Pincus New York Intermediate Municipal Fund, Inc.,
(Securities Act File No. 33-11075).
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Item 24 Persons Controlled by or Under Common Control with Registrant
From time to time, Warburg Pincus Asset Management, Inc. ("Warburg")
may be deemed to control the Fund and other registered investment companies it
advises through its beneficial ownership of more than 25% of the relevant fund's
shares on behalf of discretionary advisory clients. Warburg has seven
wholly-owned subsidiaries: Counsellors Securities Inc., a New York corporation;
Counsellors Funds Service Inc., a Delaware corporation; Counsellors Agency Inc.,
a New York corporation; Warburg, Pincus Investments International (Bermuda),
Ltd., a Bermuda corporation; Warburg Pincus Asset Management International,
Inc., a Delaware corporation; Warburg Pincus Asset Management (Japan), Inc., a
Japanese corporation and Warburg Pincus Asset Management (Dublin) Limited, an
Irish corporation.
Item 25. Indemnification
Registrant, and officers and directors of Warburg, Counsellors
Securities Inc. ("Counsellors Securities") and Registrant, are covered by
insurance policies indemnifying them for liability incurred in connection with
the operation of Registrant. Discussion of this coverage is incorporated by
reference to Item 27 of Part C of Registrant's Registration Statement on Form
N-1A, filed on October 25, 1995.
Item 26. Business and Other Connections of Investment Adviser
Warburg, a wholly owned subsidiary of Warburg, Pincus Asset
Management Holdings, Inc., acts as investment adviser to Registrant. Warburg
renders investment advice to a wide variety of individual and institutional
clients. The list required by this Item 26 of officers and directors of Warburg,
together with information as to their other business, profession, vocation or
employment of a substantial nature during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by Warburg (SEC File No.
801-07321).
Item 27. Principal Underwriter
(a) Counsellors Securities will act as distributor for Registrant,
as well as for Warburg Pincus Balanced Fund; Warburg Pincus Capital Appreciation
Fund; Warburg Pincus Cash Reserve Fund; Warburg Pincus Central & Eastern Europe
Fund; Warburg Pincus Emerging Growth Fund; Warburg Pincus Emerging Markets Fund;
Warburg Pincus Emerging Markets II Fund; Warburg Pincus European Equity Fund;
Warburg Pincus Fixed Income Fund; Warburg Pincus Global Fixed Income Fund;
Warburg Pincus Global Post-Venture Capital Fund; Warburg Pincus Global
Telecommunications Fund; Warburg Pincus Growth & Income Fund; Warburg Pincus
Health Sciences Fund; Warburg Pincus High Yield Fund; Warburg Pincus
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Institutional Fund; Warburg Pincus Intermediate Maturity Government Fund;
Warburg Pincus International Equity Fund; Warburg Pincus International Growth
Fund; Warburg Pincus International Small Company Fund; Warburg Pincus Japan
Small Company Fund; Warburg Pincus Long-Short Equity Fund; Warburg Pincus
Long-Short Market Neutral Fund; Warburg Pincus Major Foreign Markets Fund;
Warburg Pincus Municipal Bond Fund; Warburg Pincus New York Intermediate
Municipal Fund; Warburg Pincus New York Tax Exempt Fund; Warburg Pincus
Post-Venture Capital Fund; Warburg Pincus Select Economic Value Equity Fund;
Warburg Pincus Small Company Growth Fund; Warburg Pincus Small Company Value
Fund; Warburg Pincus Strategic Global Fixed Income Fund; Warburg Pincus
Strategic Value Fund; Warburg Pincus Trust; Warburg Pincus Trust II; Warburg
Pincus U.S. Core Equity Fund; Warburg Pincus U.S. Core Fixed Income Fund;
Warburg Pincus WorldPerks Money Market Fund and Warburg Pincus WorldPerks Tax
Free Money Market Fund.
(b) For information relating to each director and officer of
Counsellors Securities, reference is made to Form BD (SEC File No. 8-32482)
filed by Counsellors Securities under the Securities Exchange Act of 1934, as
amended.
(c) None.
Item 28. Location of Accounts and Records
(1) Warburg, Pincus Japan Growth Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Registrant's Articles of Incorporation,
By-laws and minute books)
(2) Warburg Pincus Asset Management, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as investment adviser)
(3) Counsellors Funds Service, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as co-administrator)
(4) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as co-administrator)
(5) PNC Bank, National Association
Mutual Fund Custody Services
200 Stevens Drive
Suite 440
Lester, Pennsylvania 19113
(records relating to its functions as custodian)
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(6) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as distributor)
(7) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(records relating to its functions as custodian,
shareholder servicing agent, transfer agent and dividend
disbursing agent)
(8) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
(records relating to its functions as transfer agent and
dividend disbursing agent)
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Amendment to the Registration Statement pursuant to Rule 485(b) under the
Securities Act and has duly caused this Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York and the
State of New York, on the 12th day of February, 1999.
WARBURG, PINCUS JAPAN GROWTH FUND, INC.
By: /s/ Eugene L. Podsiadlo
---------------------------------------
Eugene L. Podsiadlo
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:
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Signature Title Date
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/s/ John L. Furth Chairman of the February 12, 1999
- ---------------------------- Board of Directors
John L. Furth
/s/ Eugene L. Podsiadlo President February 12, 1999
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Eugene L. Podsiadlo
/s/ Howard Conroy Vice President and February 12, 1999
- ---------------------------- Chief Financial
Howard Conroy Officer
/s/ Daniel S. Madden Treasurer and Chief February 12, 1999
- ---------------------------- Accounting Officer
Daniel S. Madden
/s/ Richard N. Cooper Director February 12, 1999
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Richard N. Cooper
/s/ Jack W. Fritz Director February 12, 1999
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Jack W. Fritz
/s/ Jeffrey E. Garten Director February 12, 1999
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Jeffrey E. Garten
/s/ Thomas A. Melfe Director February 12, 1999
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Thomas A. Melfe
/s/ Arnold M. Reichman Director February 12, 1999
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Arnold M. Reichman
/s/ Alexander B. Trowbridge Director February 12, 1999
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Alexander B. Trowbridge
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