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As filed with the U.S. Securities and Exchange Commission
on February 12, 1999
Securities Act File No. 333-08459
Investment Company Act File No. 811-07715
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. 4 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [x]
Amendment No. 5 [x]
(Check appropriate box or boxes)
Warburg, Pincus Global Post-Venture Capital 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 Global Post-Venture Capital 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 Prospectus and Statement of Additional Information are incorporated by
reference to Post-Effective Amendment No. 3 filed on December 17, 1998.
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PART C
OTHER INFORMATION
Item 23. EXHIBITS
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<CAPTION>
Exhibit No. Description of Exhibit
<S> <C>
a(1) Articles of Incorporation.(1)
(2) Articles Supplementary.(2)
(3) Articles of Amendment.(2)
b(1) By-Laws.(1)
(2) Amendment to By-Laws.(3)
c Forms of Stock Certificates.(1)
d(1) Form of Investment Advisory Agreement.(1)
(2) Form of Sub-Investment Advisory Agreement.(2)
(3) Form of Sub-Investment Advisory Agreement.(2)
e Form of Distribution Agreement.(2)
f Not applicable.
g(1) Form of Custodian Agreement with PNC Bank, National Association.(4)
(2) Form of Custodian Agreement with State Street Bank & Trust Company.(5)
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1 Incorporated by reference to Registrant's Registration Statement on
Form N-1A filed on July 19, 1996 (Securities Act file No. 333-08459).
2 Incorporated by reference to Post-Effective No. 1 to Registrant's
Registration Statement on Form N-1A, filed on February 21, 1997.
3 Incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A, filed on February 23,
1998.
4 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 Trust filed on June 14, 1995 (Securities Act
File No. 33-58125).
5 Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit to the
Registration Statement on Form N-14 of the Warburg, Pincus Managed
EAFE(R) Countries Fund, Inc. filed on November 5, 1997 (Securities Act
File No. 333-39611.
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h(1) Form of Transfer Agency and Service Agreement with State Street Bank & Trust
Company.(4)
(2) Form of Co-Administration Agreement with Counsellors Funds Service, Inc.(1)
(3) Form of Co-Administration Agreement with PFPC Inc.(1)
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.(7)
j Consent of PricewaterhouseCoopers LLP, Independent Accountants.(6)
k Not applicable.
l Form of Purchase Agreement.(1)
m(1) Form of Shareholder Servicing and
Distribution Plan.(5)
(2) Form of Distribution Plan.(5)
n Financial Data Schedule - Common Shares.(6)
o Amended Rule 18F-3 Plan. (8)
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6 To be filed by amendment.
7 Incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A, filed with the
Securities and Exchange Commission on September 20, 1996.
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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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 Post-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A, filed on February 21, 1997.
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 the 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).
Abbott Capital Management, L.L.C. ("Abbott") act as sub-investment
adviser for the Registrant. Abbott renders investment advice and provides
full-service private equity programs to clients. The list required by this Item
26 of officers and partners of Abbott, 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 Abbott (SEC File No. 801-27914).
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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 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 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, officer or
partner 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.
(c) None.
Item 28. Location of Accounts and Records
(1) Warburg, Pincus Global Post-Venture
Capital Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Fund'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) PFPC Inc.
400 Bellevue Parkway
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Wilmington, Delaware 19809
(records relating to its functions as
Co-administrator)
(4) Counsellors Funds Service, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as
Co-administrator)
(5) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(records relating to its functions as custodian,
transfer agent and dividend disbursing agent)
(6) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
(records relating to its functions as transfer agent
and dividend disbursing agent)
(7) PNC Bank, National Association
Mutual Fund Custody Services
200 Stevens Drive
Suite 440
Lester, Pennsylvania 19113
(records relating to its functions as custodian)
(8) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as distributor)
(9) Abbott Capital Management, L.L.C.
1330 Avenue of the Americas
New York, New York 10019
(records relating to its functions as sub-
investment adviser)
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 GLOBAL POST-VENTURE
CAPITAL 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:
Signature Title Date
/s/John L. Furth Chief Executive February 12, 1999
John L. Furth Officer and Director
/s/Eugene L. Podsiadlo President February 12, 1999
Eugene L. Podsiadlo
/s/Howard Conroy Vice President and February 12, 1999
Howard Conroy Chief Financial
Officer
/s/Daniel S. Madden Treasurer and Chief February 12, 1999
Daniel S. Madden Accounting Officer
/s/Richard N. Cooper Director February 12, 1999
Richard N. Cooper
/s/Jack W. Fritz Director February 12, 1999
Jack W. Fritz
/s/Jeffrey E. Garten Director February 12, 1999
Jeffrey E. Garten
/s/Thomas A. Melfe Director February 12, 1999
Thomas A. Melfe
/s/Arnold M. Reichman Director February 12, 1999
Arnold M. Reichman
/s/Alexander B. Trowbridge Director February 12, 1999
Alexander B. Trowbridge
