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As filed with the U.S. Securities and Exchange Commission
on January 29, 1999
Securities Act File No. 333-00533
Investment Company Act File No. 811-07517
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. 7 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 8 [x]
(Check appropriate box or boxes)
Warburg, Pincus Balanced Fund, Inc.
.............................................................................
(Exact Name of Registrant as Specified in Charter)
466 Lexington Avenue 10017-3147
New York, New York
....................................... ............
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:
(212) 878-0600
Janna Manes, Esq.
Warburg, Pincus Balanced 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 16, 1999
It is proposed that this filing will become effective (check
appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on ___________, 1998 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[x] on February 16, 1999 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on _____ pursuant to paragraph (a)(2) of rule 485
If appropriate, check 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 Amendment No. 6 filed on December 3,
1998.
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PART C
OTHER INFORMATION
Item 23. Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
a Articles of Incorporation.(1)
b(1) By-Laws.(1)
(2) Amendment to By-Laws.(2)
c Forms of Share Certificates.(3)
d Form of Investment Advisory Agreement.(4)
e Form of Distribution Agreement.(4)
f Not applicable.
g(1) Form of Custodian Agreement with PNC Bank, National
Association.(3)
(2) Custodian Agreement with State Street Bank and Trust
Company.(5)
h(1) Form of Transfer Agency Agreement.(3)
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(1) Incorporated by reference to Registrant's Registration Statement on Form
N-1A, filed on January 30, 1996 (Securities Act File No. 333-00533).
(2) 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 of
Warburg, Pincus Global Fixed Income Fund, Inc., filed on February 17, 1998
(Securities Act File No. 33-36066).
(3) 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).
(4) Incorporated by reference to Registrant's Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-1A, filed March 1, 1996 (Securities
Act File No. 333-00533).
(5) Incorporated by reference to Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A, filed on December 31, 1997 (Securities
Act File No. 333-00533).
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(2) Form of Co-Administration Agreement with Counsellors Funds
Service, Inc.(3)
(3) Form of Co-Administration Agreement with PFPC Inc.(3)
(4) Forms of Services Agreements.(3)
i Opinion and Consent of Willkie Farr & Gallagher, counsel to
the Fund.(6)
j Consent of PricewaterhouseCoopers LLP., Independent
Accountants.(6)
k Not Applicable.
l Purchase Agreement.(7)
m(1) Form of Shareholder Servicing and Distribution Plan.(3)
(2) Form of Distribution Plan.(8)
n Financial Data Schedule.(6)
o Rule 18f-3 Plan.(9)
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
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(6) To be filed by amendment.
(7) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in Pre-
Effective Amendment No. 1 to the Registration Statement on Form N-1A of
Warburg, Pincus Growth & Income Fund, Inc., filed on March 1, 1996
(Securities Act File No. 333-00527).
(8) Incorporated by reference; material provisions of this exhibit
substantially similar to the corresponding exhibit in Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A of Warburg,
Pincus Japan Growth Fund, Inc., filed on December 18, 1995 (Securities Act
File No. 33-63655).
(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 filed on December 15,
1998 (Securities Act File No. 33-11075).
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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, officers and directors of Warburg, of Counsellors
Securities Inc. ("Counsellors Securities") and of 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 the Registration Statement on Form N-1A of
Warburg, Pincus Small Company Value Fund, Inc. (Securities Act No. 33-63653;
Investment Company Act No. 811-07375), 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 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 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
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Pincus Japan Growth 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. 15-654) filed
by Counsellors Securities under the Securities Exchange Act of 1934.
(c) None.
Item 28. Location of Accounts and Records
(1) Warburg, Pincus Balanced 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) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as distributor)
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(6) PNC Bank, National Association
1600 Market Street
Philadelphia, Pennsylvania 19103
(records relating to its functions as custodian)
(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)
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 (the
"Securities Act"), and the Investment Company Act of 1940, as amended, the
Registrant 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 29th day of January, 1999.
WARBURG, PINCUS BALANCED FUND, INC.
By:/s/ Eugene L. Podsiadlo
---------------------------
Eugene L. Podsiadlo
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ John L. Furth Chairman of the January 29, 1999
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John L. Furth
/s/ Eugene L. Podsiadlo President January 29, 1999
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Eugene L. Podsiadlo
/s/ Howard Conroy Vice President January 29, 1999
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Howard Conroy Financial Officer
/s/ Daniel S. Madden Treasurer and January 29, 1999
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Daniel S. Madden Officer
/s/ Richard N. Cooper Director January 29, 1999
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Richard N. Cooper
/s/ Jeffrey E. Garten Director January 29, 1999
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Jeffrey E. Garten
/s/ Jack W. Fritz Director January 29, 1999
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Jack W. Fritz
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Thomas A. Melfe Director January 29, 1999
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Thomas A. Melfe
/s/ Arnold M. Reichman Director January 29, 1999
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Arnold M. Reichman
/s/ Alexander B. Trowbridge Director January 29, 1999
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Alexander B. Trowbridge
</TABLE>
