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As filed with the U.S. Securities and Exchange Commission
on February 12, 1999
Securities Act File No. 333-39075
Investment Company Act File No. 811-08459
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 4 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [ ]
Amendment No. 5 [x]
(Check appropriate box or boxes)
Warburg, Pincus Major Foreign Markets Fund, Inc.
(Formerly, Warburg, Pincus Managed EAFE Countries 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 Major Foreign Markets 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
Exhibit No. Description of Exhibit
a(1) Articles of Incorporation.(1)
(2) Articles of Amendment.(2)
b(1) By-Laws.(1)
(2) Amendment to By-Laws.(3)
c Forms of Stock Certificates.(4)
d Investment Advisory Agreement.(5)
e Form of Distribution Agreement.(5)
f Not applicable.
g(1) Form of Custodian Agreement with PNC Bank,
National Association.(5)
(2) Form of Custodian Contract with State Street
Bank and Trust Company.(5)
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1 Incorporated by reference to the Fund's Registration Statement on Form
N-1A filed with the SEC on October 30, 1997 (Securities Act File No.
333-39075, Investment Company Act File No. 811-08459).
2 Incorporated by reference to the Fund's Post-Effective Amendment No. 2
to the Registration Statement on Form N-1A filed with the SEC on
February 20, 1998 (Securities Act File No. 333-39075, Investment
Company Act File No. 811-08459).
3 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).
4 Incorporated by reference to Pre-Effective Amendment No. 1 to the
Fund's Registration Statement on Form N-1A filed with the SEC on
December 3, 1997.
5 Incorporated by reference to the Fund's Registration Statement on Form
N-14 filed with the SEC on November 5, 1997 (Securities Act File No.
333-39611).
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h(1) Form of Transfer Agency Agreement.(5)
(2) Form of Co-Administration Agreement with
Counsellors Funds Service, Inc.(5)
(3) Form of Co-Administration Agreement with
PFPC Inc.(5)
(4) Forms of Services Agreements.(5)
i(1) Opinion and Consent of Willkie Farr &
Gallagher, counsel to the Fund.(6)
(2) Opinion 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 Shareholder Servicing and
Distribution Plan.(5)
(2) Form of Distribution Plan.(5)
n Financial Data Schedule . (6)
o Amended Rule 18f-3 Plan. (7)
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 Delaware 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.
6 To be filed by amendment.
7 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 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 the Registration Statement of Warburg, Pincus
Post-Venture Capital Fund, Inc., filed on June 21, 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 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 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
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.
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(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 Major Foreign Markets 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)
(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 shareholder servicing
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.
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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 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 MAJOR FOREIGN MARKETS 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
<S> <C> <C>
/s/John L. Furth Chairman of the February 12, 1999
John L. Furth Board of Directors
/s/Howard Conroy Vice President February 12, 1999
Howard Conroy and Chief Financial
Officer
/s/Daniel S. Madden Treasurer and February 12, 1999
Daniel S. Madden Chief 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
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