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As filed with the U.S. Securities and Exchange Commission
on February 12, 1999
Securities Act File No. 33-82362
Investment Company Act File No. 811-8686
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. 10 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 11 [x]
(Check appropriate box or boxes)
Warburg, Pincus Japan Small Company Fund, Inc.
(formerly known as Warburg, Pincus Japan OTC 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 Japan Small Company 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. 9 filed on December 17, 1998.
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PART C
OTHER INFORMATION
WARBURG, PINCUS JAPAN SMALL COMPANY FUND, INC.
Item 23. Exhibits
Exhibit No. Description of Exhibit
a(1) Articles of Incorporation.(1)
(2) Articles Supplementary.(1)
(3) Articles of Amendments.(2)
(4) Articles Supplementary.(2)
(5) Articles of Amendments.(3)
b(1) By-Laws.(1)
(2) Amendment to By-Laws.(1)
(3) Amendment to By-Laws.(4)
(4) Amendment to By-Laws.(3)
c Form of Share Certificates.(5)
d Form of Investment Advisory Agreement.(1)
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(1) Incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A, filed on September
22, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 5 to
Registrant's Registration Statement on Form N-1A, filed on February 25,
1997.
(3) Incorporated by reference to Post-Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A, filed on August 20,
1998.
(4) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Post-Effective Amendment No. 8 to the 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).
(5) Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 2 to the Registration Statement on Form
N-1A of Warburg, Pincus Post-Venture Capital Fund, Inc., filed on
September 25, 1995 (Securities Act File No. 33-61225).
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e Form of Distribution Agreement.(2)
f Not applicable.
g(1) Form of Custodian Agreement with State Street Bank
and Trust Company.(6)
(2) Form of Custodian Agreement with PNC Bank, National
Association.(6)
h(1) Form of Transfer Agency Agreement.(7)
(2) Form of Counsellors Service Co-Administration
Agreement.(7)
(3) Form of PFPC Co-Administration Agreement.(8)
(4) Forms of Services Agreements.(2)
i Opinion and Consent of Willkie Farr & Gallagher,
counsel to the Fund.(9)
j(1) Consent of PricewaterhouseCoopers LLP, Independent
Accountants. (9)
(2) Consent of Hamada & Matsumoto, Japanese counsel to
the Fund. (9)
k Not applicable.
l Form of Purchase Agreement.(1)
(6) 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. 333-39611).
(7) 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).
(8) 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 22, 1995 (Securities Act File No. 33-27031).
(9) To be filed by amendment.
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m(1) Form of Shareholder Servicing and Distribution
Plan.(6)
(2) Form of Distribution Plan.(6)
n Financial Data Schedule relating to Common Shares.(9)
o Form of Rule 18f-3 Plan.(10)
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 the Registration Statement of Warburg, Pincus
Post-Venture Capital Fund, Inc., filed on July 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 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
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10 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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(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 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 Japan Small Company Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Fund's Articles of Incorporation,
By-laws and minute books)
(2) Counsellors Funds Service, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions
as co-administrator)
(3) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as
co-administrator)
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(4) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions
as distributor)
(5) Warburg Pincus Asset Management, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions
as investment adviser)
(6) 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)
(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) PNC Bank, National Association
Mutual Fund Custody Services
200 Stevens Drive
Suite 440
Lester, Pennsylvania 19113
(records relating to its functions as custodian)
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 JAPAN SMALL COMPANY FUND, INC.
By: /s/Eugene L. Podsiadlo
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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:
/s/ John L. Furth Chairman of the Board February 12, 1999
- ------------------ of Directors
John L. Furth
/s/ Eugene L. Podsiadlo President February 12, 1999
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Eugene L. Podsiadlo
/s/ Howard Conroy Vice President and February 12, 1999
- ----------------- Chief Financial Officer
Howard Conroy
/s/ Daniel S. Madden Treasurer and Chief February 12, 1999
- -------------------- Accounting Officer
Daniel S. Madden
/s/ Richard N. Cooper Director February 12, 1999
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Richard N. Cooper
/s/ Jack W. Fritz Director February 12, 1999
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Jack W. Fritz
/s/ Jeffrey E. Garten Director February 12, 1999
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Jeffrey E. Garten
/s/ Thomas A. Melfe Director February 12, 1999
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Thomas A. Melfe
/s/ Arnold M. Reichman Director February 12, 1999
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Arnold M. Reichman
/s/ Alexander B. Trowbridge Director February 12, 1999
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Alexander B. Trowbridge
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