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As filed with the U.S. Securities and Exchange Commission
on January 29, 1999
Securities Act File No. 33-12344
Investment Company Act File No. 811-5041
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. 21 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
of 1940 [x]
Amendment No. 24 [x]
(Check appropriate box or boxes)
Warburg, Pincus Capital Appreciation Fund
(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 Capital Appreciation Fund
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 10022-4677
Approximate Date of Proposed Public Offering: February 1, 1999
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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 Prospectuses and Statement of Additional Information are
incorporated by reference to Post-Effective Amendment No. 20 filed on December
3, 1998.
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PART C
OTHER INFORMATION
Item 23. Exhibits
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Exhibit No. Description of Exhibit
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a(1) Agreement and Declaration of Trust.(1)
(2) Amendments to Declaration of Trust.(2)
(3) Amendment to Declaration of Trust.(3)
b(1) Second Amended and Restated By-Laws.(1)
(2) Amendment to By-Laws.(4)
c Forms of Certificates of Beneficial Interest.(5)
d Form of Investment Advisory Agreement.(1)
e Form of Distribution Agreement.(3)
f Not applicable.
g(1) Form of Custodian Agreement with Provident National Bank.(6)
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(1) Incorporated by reference to Post-Effective Amendment No. 15 to the
Registrant's Registration Statement, dated September 22, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A, filed with the
Securities and Exchange Commission On December 24, 1996.
(3) Incorporated by reference to Post-Effective Amendment No. 18 to the
Registrant's Registration Statement, dated February 20, 1997.
(4) Incorporated by reference to Post-Effective Amendment No. 19 to the
Registrant's Registration Statement, dated February 23, 1998.
(5) 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).
(6) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in Post-
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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(2) Custodian Agreement with State Street Bank & Trust Company. (7)
h(1) Form of Transfer Agency Agreement.(3)
(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.(3)
i Opinion and Consent of Willkie Farr & Gallagher, counsel to the Fund.8
j Consent of PricewaterhouseCoopers LLP, Independent Accountants.8
k Not applicable.
l Form of Purchase Agreement.(1)
m(1) Shareholder Services Plan. (9)
(2) Distribution Plan.(9)
(3) Form of Distribution Agreement between the Fund and CIGNA Securities Inc.(10)
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(7) Incorporated by reference to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-1A of Warburg, Pincus Managed Bond
Trust, filed on February 28, 1995 (Securities Act File No. 33-72672).
(8) To be filed by amendment.
(9) 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 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. 333-39611).
(10) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in Post-
Effective Amendment No. 10 to the Registration Statement on Form N-1A
of Warburg, Pincus International Equity Fund, Inc. filed on September
25, 1995 (Securities Act File No. 33-27031).
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(4) Form of Selected Dealer Agreement between Counsellors
Securities Inc. and CIGNA Securities Inc.(10)
n(1) Financial Data Schedule relating to Common Shares.8
(2) Financial Data Schedule relating to Advisor Shares.8
o Rule 18f-3 Plan. 11
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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 Post-Effective Amendment No. 16 to
Registrant's Registration Statement on Form N-1A, filed on October 30, 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 Registrant. Warburg
renders investment advice to a wide variety
11 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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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 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 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, as
amended.
Item 28. Location of Accounts and Records
(1) Warburg, Pincus Capital Appreciation Fund
466 Lexington Avenue
New York, New York 10017 - 3147
(Fund's Agreement and Declaration of Trust,
by-laws and minute books)
(2) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
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(records relating to its functions as custodian, transfer
agent and dividend disbursing agent)
(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) PNC Bank, National Association
1600 Market Street
Philadelphia, Pennsylvania 19103
(records relating to its functions as custodian)
(6) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as distributor)
(7) Warburg Pincus Asset Management, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as investment adviser)
(8) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
(records relating to its functions as 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 CAPITAL
APPRECIATION FUND
By: /s/ Eugene L. Podsiadlo
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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:
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Signature Title Date
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<S> <C> <C>
/s/ John L. Furth Chairman of the Board and January 29, 1999
- ----------------- Trustee
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
- ----------------- Financial Officer
Howard Conroy
/s/ Daniel S. Madden Treasurer and Chief Accounting January 29, 1999
- -------------------- Officer
Daniel S. Madden
/s/ Richard N. Cooper Trustee January 29, 1999
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Richard N. Cooper
/s/ Jack W. Fritz Trustee January 29, 1999
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Jack W. Fritz
/s/ Jeffrey E. Garten Trustee January 29, 1999
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Jeffrey E. Garten
/s/ Thomas A. Melfe Trustee January 29, 1999
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Thomas A. Melfe
/s/ Arnold M. Reichman Trustee January 29, 1999
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Arnold M. Reichman
/s/ Alexander B. Trowbridge Trustee January 29, 1999
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Alexander B. Trowbridge
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