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As filed with the U.S. Securities and Exchange Commission
on February 17, 1999
Securities Act File No. 33-58125
Investment Company Act File No. 811-07261
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. 7 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 8 [x]
(Check appropriate box or boxes)
Warburg, Pincus Trust
(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 Trust
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: March 24, 1999
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[x] on March 24, 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 for the Emerging
Growth Portfolio of the Trust are incorporated by reference to Post-Effective
Amendment No. 6 filed on November 25, 1998. Registrant's Prospectuses and
combined Statement of Additional Information for the other Portfolios of the
Trust are incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed on April 7, 1998.
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PART C
OTHER INFORMATION
Item 23. Exhibits
Exhibit No. Description of Exhibit
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a(1) Declaration of Trust.(1)
(2) Amendment to Declaration of Trust.(2)
(3) Designation of Series relating to addition of Post-Venture
Capital and Emerging Markets Portfolios.(3)
(4) Designation of Series relating to addition of Growth & Income
Portfolio.(4)
(5) Designation of Series relating to addition of Emerging Growth
Portfolio.(5)
b(1) By-Laws.(1)
(2) Amendment to By-Laws.(6)
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(1) Incorporated by reference to Registrant's Registration Statement on
Form N-1A filed with the Commission on March 17, 1995.
(2) Incorporated by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A filed with the
Commission on June 14, 1995.
(3) Incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A, filed with the
Commission on April 18, 1996.
(4) Incorporated by reference to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A, filed with the
Commission on August 11, 1997.
(5) Incorporated by reference to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A, filed with the
Commission on November 25, 1998.
(6) Incorporated by reference; material provisions of this exhibit are
substantially similar to those of the corresponding exhibit to
Post-Effective Amendment No. 19 to the Registration Statement on Form
N-1A of Warburg, Pincus Capital Appreciation Fund filed on February 23,
1998.
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Exhibit No. Description of Exhibit
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c Form of Share Certificate.(2)
d(1) Forms of Investment Advisory Agreements pertaining to the
International Equity and Small Company Growth Portfolios.(2)
(2) Forms of Investment Advisory Agreements pertaining to the
Post-Venture Capital and Emerging Markets Portfolios.(3)
(3) Form of Sub-Investment Advisory Agreement pertaining to the
Post-Venture Capital Portfolio.(3)
(4) Form of Investment Advisory Agreement pertaining to the Growth
& Income Portfolio.(4)
(5) Form of Investment Advisory Agreement pertaining to the
Emerging Growth Portfolio.(5)
e(1) Form of Distribution Agreement.(2.)
(2) Form of Letter Agreement pertaining to inclusion of the Growth
& Income Portfolio to the existing Distribution Agreement.(4)
(3) Form of Letter Agreement pertaining to inclusion of the
Emerging Growth Portfolio to the existing Distribution
Agreement.(5)
f Not applicable
g(1) Form of Custodian Agreement with PNC Bank, National
Association.(2.)
(2) Form of Custodian Agreement with State Street Bank and Trust
Company.(7)
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(Securities Act File No. 33-12344; Investment Company Act File No.
811-5041).
(7) 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.) on November 5, 1997 (Securities Act File No.
333-39611).
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Exhibit No. Description of Exhibit
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(3) Form of Custodian Services Agreement with PNC Bank, National
Association and the Growth & Income Portfolio.(4)
(4) Form of Custodian Services Agreement with PNC Bank, National
Association and the Emerging Growth Portfolio.(5)
h(1) Form of Transfer Agency Agreement.(2)
(2) Form of Co-Administration Agreement with Counsellors Funds
Service, Inc.(2)
(3) Form of Co-Administration Agreement with PFPC Inc.(2)
(4) Form of Letter Agreement between Registrant and PFPC Inc.
pertaining to inclusion of the Post-Venture Capital and
Emerging Markets Portfolios to the existing Co-Administration
Agreement.(3)
(5) Form of Participation Agreement.(2)
(6) Form of Co-Administration Agreement between Registrant and
PFPC Inc. pertaining to inclusion of the Growth & Income
Portfolio.(4)
(7) Form of Co-Administration Agreement between Registrant and
Counsellors Funds Service, Inc. pertaining to inclusion of
the Growth & Income Portfolio.(4)
(8) Form of Letter Agreement between Registrant and State Street
pertaining to the inclusion of the Growth & Income Portfolio
under the Transfer Agency and Service Agreement.(4)
(9) Form of Letter Agreement between Registrant and PFPC Inc.
pertaining to inclusion of the Emerging Growth Portfolio under
the existing Co-Administration Agreement.(5)
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Exhibit No. Description of Exhibit
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(10) Form of Letter Agreement between Registrant and State Street
pertaining to the inclusion of the Emerging Growth Portfolio
under the Transfer Agency and Service Agreement.(5)
i(1) Opinion and Consent of Willkie Farr & Gallagher, counsel to
the Trust.(8)
(2) Opinion of Sullivan & Worcester LLP.(5)
j Consent of PricewaterhouseCoopers LLP, independent
accountants.(8)
l(1) Purchase Agreement pertaining to the International Equity and
Small Company Growth Portfolios.(2)
(2) Form of Purchase Agreement pertaining to the Post-Venture
Capital and Emerging Markets Portfolios.(3)
(3) Form of Purchase Agreement pertaining to the Growth & Income
Portfolio.(4)
(4) Form of Purchase Agreement pertaining to the Emerging Growth
Portfolio.(5)
m Not applicable
n Financial Data Schedules.(8)
o Not applicable.
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
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(8) To be filed by amendment.
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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., Registrant's distributor ("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 Trust's
Registration Statement filed on March 17, 1995 (Securities Act File No.
33-58125).
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).
Abbott Capital Management, LLC ("Abbott") acts as sub-investment
adviser for the Post-Venture Capital Portfolio. Abbott renders investment advice
and provides full-service private equity programs to clients. The list required
by this Item 26 of Officers and Directors of Abbott, 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 Abbott (SEC File No. 801-27914).
Item 27. Principal Underwriter
(a) Counsellors Securities will act as distributor for Registrant.
Counsellors Securities currently acts as distributor 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;
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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 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 and officer of
Counsellors Securities, reference is made to Form BD (SEC File No. 15-654) filed
by Counsellors Securities under the Securities Exchange Act of 1934.
(c) None.
Item 28. Location of Accounts and Records
(1) Warburg, Pincus Trust
335 Madison Avenue
New York, New York 10017
(Trust's Declaration of Trust, by-laws and minute books)
(2) Counsellors Funds Service, Inc.
335 Madison Avenue
New York, New York 10017
(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)
(4) Counsellors Securities Inc.
335 Madison Avenue
New York, New York 10017
(records relating to its functions as distributor)
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(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) PNC Bank, National Association
Mutual Fund Custody Services
200 Stevens Drive
Suite 440
Lester, Pennsylvania 19113
(records relating to its functions as custodian)
(8) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
(records relating to its functions as shareholder servicing
agent, 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 day of February, 1999.
WARBURG, PINCUS TRUST
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 February 17, 1999
John L. Furth of Trustees
/s/ Eugene L. Podsiadlo President February 17, 1999
Eugene L. Podsiadlo
/s/ Howard Conroy Vice President and February 17, 1999
Howard Conroy Chief Financial Officer
/s/ Daniel S. Madden Treasurer and Chief February 17, 1999
Daniel S. Madden Accounting Officer
/s/ Richard N. Cooper Trustee February 17, 1999
Richard N. Cooper
/s/ Jack W. Fritz Trustee February 17, 1999
Jack W. Fritz
/s/ Jeffrey E. Garten Trustee February 17, 1999
Jeffrey E. Garten
/s/ Thomas A. Melfe Trustee February 17, 1999
Thomas A. Melfe
/s/ Arnold M. Reichman Trustee February 17, 1999
Arnold M. Reichman
/s/ Alexander B. Trowbridge Trustee February 17, 1999
Alexander B. Trowbridge
</TABLE>
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