<PAGE> 1
As filed with the U.S. Securities and Exchange Commission
on August 14, 1998
Securities Act File No. 333-60679
Investment Company Act File No. 811-08919
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. 1 [x]
Post-Effective Amendment No.__ [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940 [x]
Amendment No. 1 [x]
(Check appropriate box or boxes)
Warburg, Pincus U.S. Core Equity 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
Mr. Eugene P. Grace
Warburg, Pincus U.S. Core Equity 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
<PAGE> 2
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
Title of Securities Being Registered:
Common Stock, $.001 par value per share.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended (the "1933 Act"), or
until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE> 3
WARBURG, PINCUS U.S. CORE EQUITY FUND, INC.
FORM N-1A
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
Part A
Item No. Prospectus Heading
- -------- ------------------
<S> <C>
1. Cover Page.................................................... Cover Page
2. Synopsis...................................................... The Funds' Expenses
3. Condensed Financial Information............................... Not applicable
4. General Description of
Registrant.................................................. Cover Page; Investment Objectives and
Policies; Risk Factors and Special
Considerations and Certain Investment
Strategies; Investment Guidelines;
General Information
5. Management of the Fund........................................ Management of the Funds
6. Capital Stock and Other
Securities.................................................. General Information
7. Purchase of Securities Being
Offered..................................................... How to Open an Account; How to
Purchase Shares; Management of the
Funds; Net Asset Value
8. Redemption or Repurchase...................................... How to Redeem and Exchange Shares
9. Pending Legal Proceedings..................................... Not applicable
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
Part B
Item No.
<S> <C>
10. Cover Page.................................................... Cover Page
11. Table of Contents............................................. Contents
12. General Information and History............................... Directors and Officers
13. Investment Objectives
and Policies................................................ Common Investment Objectives and
Policies
14. Management of the Registrant.................................. Directors and Officers
15. Control Persons and Principal
Holders of Securities....................................... Directors and Officers; See
Prospectus-- "Management of the Funds"
16. Investment Advisory and
Other Services.............................................. Investment Advisory and Servicing
Arrangements; See Prospectus--
"Management of the Funds"
17. Brokerage Allocation
and Other Practices......................................... Common Investment Policies --
Portfolio Transactions; See
Prospectus-- "Portfolio Transactions
and Turnover Rate"
18. Capital Stock and Other
Securities.................................................. Additional Information Concerning the
Company Shares; See
Prospectus-"General Information"
19. Purchase, Redemption and Pricing
of Securities Being Offered................................. Purchase and Redemption Information;
See
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
Prospectus-"How to Open an
Account," "How to Purchase Shares,"
"How to Redeem and Exchange Shares,"
"Net Asset Value"
20. Tax Status.................................................... Taxes; See Prospectus--"Dividends,
Distributions and Taxes"
21. Underwriters.................................................. Common Investment Policies-- Portfolio
Transactions; See Prospectus--
"Management of the Funds"
22. Calculation of Performance Data............................... Performance and Yield Information
23. Financial Statements.......................................... Financial Statements; Report of
PricewaterhouseCoopers LLP,
Independent Accountants
</TABLE>
Part C
Information required to be included in Part C is set forth after the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE> 6
The Prospectuses and Statements of Additional Information are incorporated by
reference to the original registration statement filed on August 5, 1998.
<PAGE> 7
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements --
(1) Financial Statements included in Part B.(1)
(a) Report of PricewaterhouseCoopers LLP,
Independent Accountants(1)
(b) Statement of Net Assets and Liabilities(1)
(b) Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
1 Articles of Incorporation.(2)
2 By-Laws.(2)
3 Not applicable.
4 Registrant's Forms of Stock Certificates.
5 Form of Investment Advisory Agreement.(3)
6 Form of Distribution Agreement.(3)
7 Not applicable.
8 Custodian Agreement with Brown Brothers Harriman & Co.(3)
9(a) Transfer Agency and Service Agreement.(3)
(b) Form of Co-Administration Agreement with Counsellors Funds Service, Inc.(3)
(c) Form of Co-Administration Agreement with PFPC Inc.(3)
10(a) Opinion and Consent of Willkie Farr & Gallagher, counsel to the
Fund.
(b) Opinion and Consent of Venable, Baetjer and Howard, LLP,
Maryland counsel to the Fund.
11 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
12 Not applicable.
</TABLE>
1 To be filed by amendment.
2 Incorporated by reference to Registrant's Registration Statement on
Form N-1A filed on August 5, 1998 (Securities Act File No. 333-60679).
3 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 Emerging Markets II Fund, Inc., filed on August
14, 1998 (Securities Act File No. 333-60677).
<PAGE> 8
<TABLE>
<S> <C>
13 Form of Purchase Agreement.(3)
14 Not applicable.
15(a) Form of Shareholder Servicing and
Distribution Plan.(3)
(b) Form of Distribution Plan.(3)
16 Not applicable.
17 Not applicable.
18 Form of 18f-3 Plan.(3)
</TABLE>
Item 25. 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 26. Number of Holders of Securities
It is anticipated that Warburg will hold all Registrant's
shares of common stock, par value $.001 per share, on the date Registrant's
Registration Statement becomes effective.
Item 27. 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 Fund's initial Registration Statement on
Form N-1A filed on August 5, 1998.
<PAGE> 9
Item 28. Business and Other Connections of Investment Adviser
BEA Associates ("BEA") acts as investment adviser to
the Registrant. BEA renders investment advice to a wide variety of individual
and institutional clients. The list required by this Item 28 of officers and
directors of BEA, together with information as to their other business,
profession, vocation or employment of a substantial nature during the past
<PAGE> 10
two years, is incorporated by reference to Schedules A and D of Form ADV filed
by BEA (SEC File No. 801-37170).
Item 29. 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 and
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 OTC Fund; Warburg Pincus Long-Short Equity
Fund; Warburg Pincus Long-Short Market Neutral Fund; Warburg Pincus Major
Foreign Markets Fund; Warburg Pincus Money Market 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 Tax Free
Money Market Fund; Warburg Pincus Trust; Warburg Pincus Trust II; Warburg Pincus
U.S. Core Fixed Income Fund and Warburg Pincus U.S. Core Equity 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 30. Location of Accounts and Records
(1) Warburg, Pincus U.S. Core Equity
Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Fund's Articles of Incorporation, By-Laws and
minute books)
(2) BEA Associates
One Citicorp Center
153 East 53rd Street
New York, New York 10022
<PAGE> 11
(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 transfer
agent and dividend disbursing agent)
(7) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
(records relating to its functions as transfer
agent and dividend disbursing agent)
(8) Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109
(records relating to its functions as custodian)
(9) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as distributor)
Item 31. Management Services
Not applicable.
Item 32. Undertakings.
(a) Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of the latest annual report to
shareholders for the Fund, upon request and without charge.
(b) Registrant hereby undertakes to call a meeting of its
shareholders for the purpose of voting upon the question of removal of a
director or directors of Registrant when requested in writing to do so by the
holders of at least 10% of Registrant's outstanding shares. Registrant
undertakes further, in connection with the meeting, to comply with the
provisions of
<PAGE> 12
Section 16(c) of the 1940 Act relating to communications with the shareholders
of certain common-law trusts.
(c) Registrant hereby undertakes not to sell its shares to the
public, except in connection with the reorganization, until the Fund files a
post-effective amendment to its registration statement including audited
financial statements.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant has duly caused
this Amendment to the 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 14th day of August, 1998.
WARBURG, PINCUS HIGH YIELD
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
- --------- ----- ----
<S> <C> <C>
/s/John L. Furth Chairman of the Board of August 14, 1998
- -------------------------- Directors
John L. Furth
/s/Eugene L. Podsiadlo President August 14, 1998
- --------------------------
Eugene L. Podsiadlo
/s/Howard Conroy Vice President and Chief August 14, 1998
- -------------------------- Financial Officer
Howard Conroy
/s/Daniel S. Madden Treasurer and Chief August 14, 1998
- -------------------------- Accounting Officer
Daniel S. Madden
/s/Richard N. Cooper Director August 14, 1998
- --------------------------
Richard N. Cooper
/s/Jack W. Fritz Director August 14, 1998
- --------------------------
Jack W. Fritz
/s/Jeffrey E. Garten Director August 14, 1998
- --------------------------
Jeffrey E. Garten
/s/Arnold M. Reichman Director August 14, 1998
- --------------------------
Arnold M. Reichman
/s/Alexander B. Trowbridge Director August 14, 1998
- --------------------------
Alexander B. Trowbridge
</TABLE>
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
4 Registrant's Forms of Stock Certificates.
Opinion and Consent of Willkie Farr & Gallagher,
10(a) counsel to the Fund.
10(b) Opinion and Consent of Venable,Baetjer and Howard,
counsel to the Fund.
11 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
</TABLE>
<PAGE> 1
Exhibit 4
<PAGE> 2
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
WARBURG, PINCUS U.S. CORE EQUITY FUND, INC.
The Corporation Is Authorized To Issue Three Billion Shares, Par Value $.001.
SPECIMEN
<PAGE> 3
The Corporation is authorized to issue three or more classes of stock. The
Corporation will furnish to any stockholder on request and without charge a full
statement of the designation and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the stock of each class which the
Corporation is authorized to issue and, if the Corporation is authorized to
issue any preferred or special class in series, of the differences in the
relative rights and preferences between the shares of each series to the extent
they have been set and the authority of the Board of Directors to set the
relative rights and preferences of subsequent series.
<PAGE> 4
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
WARBURG, PINCUS U.S. CORE EQUITY FUND, INC.
The Corporation Is Authorized To Issue One Billion Shares, Par Value $.001.
Designated Institutional Shares
SPECIMEN
<PAGE> 5
The Corporation is authorized to issue three or more classes of stock. The
Corporation will furnish to any stockholder on request and without charge a full
statement of the designation and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption of the stock of each class which the
Corporation is authorized to issue and, if the Corporation is authorized to
issue any preferred or special class in series, of the differences in the
relative rights and preferences between the shares of each series to the extent
they have been set and the authority of the Board of Directors to set the
relative rights and preferences of subsequent series.
<PAGE> 1
Exhibit 10(a)
<PAGE> 2
[WILLKIE FARR & GALLAGHER LETTERHEAD]
August 11, 1998
Warburg, Pincus U.S. Core Equity Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
Ladies and Gentlemen:
We have acted as counsel to Warburg, Pincus U.S. Core Equity Fund, Inc. (the
"Fund"), a corporation organized under the laws of the State of Maryland, in
connection with the preparation of a registration statement on Form N-1A
covering the offer and sale of an indefinite number of shares of Common Stock of
the Fund (the "Common Stock"), one billion of which are designated "Common
Shares," one billion of which are designated "Institutional Shares," and one
billion of which are designated "Advisor Shares," par value $.001 per share
(collectively, the "Shares").
We have examined copies of the Charter and By-Laws of the Fund, as amended, the
Fund's prospectuses and statements of additional information (the "Statements of
Additional Information") included in its Registration Statement on Form N-1A,
Securities Act File No. 333-60679 and Investment Company Act File No. 811-08919
(the "Registration Statement"), all resolutions adopted by the Fund's Board of
Directors (the "Board") at its organizational meeting held on July 20, 1998,
consents of the Board and other records, documents and papers that we have
deemed necessary for the purpose of this opinion. We have also examined such
other statutes and authorities as we have deemed necessary to form a basis for
the opinion hereinafter expressed.
In our examination of material, we have assumed the genuineness of all
signatures and the conformity to original documents of all copies submitted to
us. As to various questions of fact material to our opinion, we have relied upon
statements and certificates of officers and representatives of the Fund and
others.
<PAGE> 3
Warburg, Pincus U.S.
CoreEquity Fund, Inc.
August 11, 1998
Page 2
Based upon the foregoing, we are of the opinion that:
1. The Fund is duly organized and validly existing as a
corporation in good standing under the laws of the State of
Maryland.
2. The three presently issued and outstanding shares of Common
Stock representing one Common Share, one Institutional Share
and one Advisor Share in the Fund have been validly and
legally issued and are fully paid and nonassessable.
3. The Shares of the Fund to be offered for sale pursuant to the
Registration Statement are, to the extent of the number of
Shares authorized to be issued by the Fund in its Charter,
duly authorized and, when sold, issued and paid for as
contemplated by the Registration Statement, will have been
validly and legally issued and will be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the reference to us in the Statements of Additional
Information and to the filing of this opinion as an exhibit to any application
made by or on behalf of the Fund or any distributor or dealer in connection with
the registration or qualification of the Fund or the Shares under the securities
laws of any state or other jurisdiction.
We are members of the Bar of the State of New York only and do not opine as to
the laws of any jurisdiction other than the laws of the State of New York and
the laws of the United States, and the opinions set forth above are,
accordingly, limited to the laws of those jurisdictions. As to matters involving
the application of the laws of the State of Maryland, we have relied on the
opinion of Messrs. Venable, Baetjer and Howard, LLP.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE> 1
EXHIBIT 10(b)
VENABLE, BAETJER AND HOWARD, LLP
1800 MERCANTILE BANK AND TRUST BUILDING
TWO HOPKINS PLAZA
BALTIMORE, MARYLAND 21201
August 14, 1998
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
Re: Warburg, Pincus U.S. Core Equity Fund, Inc.
Ladies and Gentlemen:
We have acted as special Maryland counsel for Warburg, Pincus U.S.
Core Equity Fund, Inc., a Maryland corporation (the "Fund"), in connection with
the organization of the Fund and the issuance of shares of its common stock, par
value $.001 per share including the Common Shares, the Institutional Shares and
the Advisor Shares.
As Maryland counsel for the Fund, we are familiar with its Charter
and Bylaws, as amended. We have examined its Registration Statement on Form
N-1A, Securities Act File No. 333-60679 and Investment Company Act File No.
811-08919, including the prospectus and statement of additional information
contained therein, substantially in the form in which it is to become effective
(the "Registration Statement"). We have further examined and relied upon a
certificate of the Maryland State Department of Assessments and Taxation to the
effect that the Fund is duly incorporated and existing under the laws of the
State of Maryland and is in good standing and duly authorized to transact
business in the State of Maryland.
We have also examined and relied upon such corporate records of the
Fund and other documents and certificates with respect to factual matters as we
have deemed necessary to render the opinion expressed herein. We have assumed,
without independent verification, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
with originals of all documents submitted to us as copies.
<PAGE> 2
Based on such examination, we are of the opinion and so advise you
that:
1. The Fund is a corporation duly organized and validly existing
in good standing under the laws of the State of Maryland.
2. The 3 presently issued and outstanding shares of common stock
of the Fund including one Common Share, one Institutional
Share and one Advisor Share have been duly authorized and are
validly issued, fully paid and nonassessable.
3. The Common Shares, the Institutional Shares and the Advisor
Shares of the Fund to be offered for sale pursuant to the
Registration Statement are, to the extent of the number of
shares authorized to be issued by the Fund in its Charter,
duly authorized and, when sold, issued and paid for as
contemplated by the Registration Statement, will have been
validly and legally issued and will be fully paid and
nonassessable.
This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as due organization and the
authorization and issuance of stock. It does not extend to the securities or
"blue sky" laws of Maryland, to federal securities laws or to other laws.
You may rely upon our foregoing opinion in rendering your opinion to
the Fund that is to be filed as an exhibit to the Registration Statement. We
consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ VENABLE, BAETJER AND HOWARD, LLP
<PAGE> 1
EXHIBIT 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the pre-effective
amendment to the Registration Statement of the Warburg, Pincus U.S. Core Equity
Fund, Inc. on Form N-1A (File No. 333-60679) of our report dated October 17,
1997 on our audit of the financial statements and financial highlights of the
BEA U.S. Core Equity Fund, a portfolio of The RBB Fund, Inc., which report is
included in the Annual Report to shareholders for the year ended August 31,
1997, which is incorporated by reference in the Registration Statement. We also
consent to the reference to our Firm under the heading "Financial Highlights" in
the Prospectus and under the heading "Independent Accountants and Counsel" in
the Statement of Additional Information.
/s/PricewaterhouseCoopers LLP
- --------------------------------
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, Pennsylvania
August 13, 1998
