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As filed with the U.S. Securities and Exchange Commission
on January 29, 1999
Securities Act File No. 333-15453
Investment Company Act File No. 811-07909
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. 6 [x]
(Check appropriate box or boxes)
Warburg, Pincus Small Company 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
Warburg, Pincus Small Company 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 16, 1999
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) 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 (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 3, 1998.
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PART C
OTHER INFORMATION
Item 23. Exhibits
Exhibit No. Description of Exhibit
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a Articles of Incorporation.(1)
b(1) By-Laws(1)
(2) Amendment to By-Laws.(2)
c Registrant's Forms of Stock Certificates.(3)
d Investment Advisory Agreement.(3)
e Distribution Agreement.(3)
f Not applicable.
g(1) Custodian Agreement with PNC Bank, National Association.(3)
(2) Custodian Agreement with State Street Bank & Trust Company.(4)
h(1) Transfer Agency and Service Agreement.(3)
(2) Co-Administration Agreement with Counsellors Funds Service, Inc.(3)
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(1) Incorporated by reference to the corresponding exhibit in the Fund's
Registration Statement on Form N-1A filed on November 4, 1996
(Securities Act No. 333-15453).
(2) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit to
Post-Effective Amendment No. 8 to 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; Investment Company Act File No.
811-06143).
(3) Incorporated by reference to the Registrant's Pre-Effective Amendment
No. 1 to its Registration Statement on Form N-1A filed with the
Securities and Exchange Commission on December 16, 1996 (Securities Act
File No. 333-15453).
(4) 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. 33-39611).
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(3) Co-Administration Agreement with PFPC Inc.(3)
i(1) Opinion and Consent of Willkie Farr & Gallagher, counsel to
the Fund.(5)
(2) Opinion and Consent of Venable, Baetjer and Howard, LLP, Maryland
counsel to the Fund.(3)
j Consent of PricewaterhouseCoopers LLP, Independent Accountants.(5)
k Not applicable.
l Purchase Agreement.(3)
m(1) Shareholder Servicing and Distribution Plan.(4)
(2) Distribution Plan.(4)
n Financial Data Schedule relating to the Common Shares. (5)
o Rule 18f-3 Plan. (6)
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(5) To be filed by amendment.
(6) 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"),
Registrant's investment adviser, may be deemed to control Registrant 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, filed on
December 30, 1996.
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).
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
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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 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 Small Company Growth 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
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)
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(5) 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)
(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
1600 Market Street
Philadelphia, Pennsylvania 19103
(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)
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 SMALL COMPANY GROWTH
FUND, INC.
By:/s/Eugene L. Podsiadlo
-------------------------
Eugene L. Podsiadlo
President
Pursuant to the requirements of the Securities Act, 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 Board of Directors 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 and Chief January 29, 1999
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Howard Conroy Financial Officer
/s/Daniel S. Madden Treasurer and Chief Accounting 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
/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>
