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As filed with the U.S. Securities and Exchange Commission
on January 29, 1999
Securities Act File No. 333-00527
Investment Company Act File No. 811-07515
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. 6 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 7 [x]
(Check appropriate box or boxes)
Warburg, Pincus Growth & Income Fund, Inc.
................................................................................
(Exact Name of Registrant as Specified in Charter)
466 Lexington Avenue
New York, New York 10017-3147
........................................ ................
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code:
(212) 878-0600
Janna Manes, Esq.
Warburg, Pincus Growth & Income 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 Proposal 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. 5 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)
b(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)
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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. 333-00527).
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,
1998 (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. 333-00527).
5 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).
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h(1) Form of Transfer Agency Agreement. (3)
(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(1) Opinion and Consent of Willkie Farr & Gallagher,
counsel to the Fund.(6)
(2) Opinion and Consent of Venable, Baetjer and Howard,
LLP, Maryland counsel to the Fund.(4)
j Consent of PricewaterhouseCoopers LLP, Independent
Accountants.(6)
k Not Applicable.
l Purchase Agreement.(4)
m(1) Form of Distribution Plan.(7)
n Financial Data Schedule.(6)
o Rule 18f-3 Plan.(8)
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 New York corporation; Counsellors
Agency Inc., a New York corporation; Warburg, Pincus Investments International
(Bermuda), Ltd., a
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6 To be filed by amendment.
7 Incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A, filed on December 30,
1996 (Securities Act File No. 33-00527).
8 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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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 is a wholly owned subsidiary of Warburg, Pincus
Counsellors G.P., 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 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 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
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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 Growth & Income 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)
(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
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(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 GROWTH & INCOME 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/ Jack W. Fritz Director January 29, 1999
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Jack W. Fritz
/s/ Jeffrey E. Garten Director January 29, 1999
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Jeffrey E. Garten
</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
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