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As filed with the U.S. Securities and Exchange Commission
on May 13, 1996
Securities Act File No. 33-61225
Investment Company Act File No. 811-07327
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. 3 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 5 [x]
(Check appropriate box or boxes)
Warburg, Pincus Post-Venture Capital 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 Post-Venture Capital 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
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
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It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[x] on May 28, 1996 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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DECLARATION PURSUANT TO RULE 24f-2
Registrant has registered an indefinite number or amount of securities under the
Securities Act of 1933, as amended, pursuant to Section (a)(1) of Rule 24f-2
under the Investment Company of 1940, as amended (the "1940 Act"), and to the
number or amount presently registered is added an indefinite number or amount of
such securities. The Rule 24f-2 Notice for Registrant's fiscal year ended
October 31, 1995 was filed on December 19, 1995.
2
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WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
FORM N-1A
CROSS REFERENCE SHEET
Heading for the Common Shares
Part A and the Advisor Shares
Item No. Prospectuses*
- -------- ---------------------------------
1. Cover Page.............................. Cover Page
2. Synopsis................................ The Funds' Expenses
3. Condensed Financial Information......... Financial Highlights
4. General Description of Registrant....... Cover Page; Investment Objective
and Policies; Portfolio
Investments; Risk Factors and
Special Considerations; 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; Net Asset Value
8. Redemption or Repurchase................ How to Redeem and Exchange Shares
9. Legal Proceedings....................... Not applicable
- ---------------------
* With respect to the Advisor Prospectus, all references to "the Funds" in
this cross reference sheet should be read as "the Fund."
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Part B Statement of Additional
Item No. Information Heading
- -------- ---------------------------------
10. Cover Page.............................. Cover Page
11. Table of Contents....................... Contents
12. General Information and History......... Management of the Fund; Notes to
Financial Statements; See
Prospectuses--"General
Information"
13. Investment Objectives and Policies...... Investment Objective; Investment
Policies
14. Management of the Registrant............ Management of the Fund; See
Prospectuses--"Management of the
Fund"
15. Control Persons and Principal Holders of
Securities.............................. Management of the Fund;
Miscellaneous; See Prospectuses
-- "General Information"
16. Investment Advisory and Other Services.. Management of the Fund; See
Prospectuses--"Management of the
Fund" and "Shareholder Servicing"
17. Brokerage Allocation.................... Investment Policies; See
Prospectuses -- "Portfolio
Transactions and Turnover Rate"
18. Capital Stock and Other Securities...... Management of the Fund--
Organization of the Fund; See
Prospectuses -- "General
Information"
2
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Part B Statement of Additional
Item No. Information Heading
- -------- ---------------------------------
19. Purchase, Redemption and Pricing of
Securities Being Offered................ Additional Purchase and
Redemption Information; See
Prospectuses-- "How to Open an
Account," "How to Purchase
Shares," "How to Redeem and
Exchange Shares" and "Net Asset
Value"
20. Tax Status.............................. Additional Information Concerning
Taxes; See Prospectuses--
"Dividends, Distributions and
Taxes"
21. Underwriters............................ Investment Policies--Portfolio
Transactions; See Prospectuses--
"Management of the Fund" and
"Shareholder Servicing"
22. Calculation of Performance Data......... Determination of Performance
23. Financial Statements.................... Report of Independent
Accountants; Financial Statements
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.
3
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The Registrant's Prospectuses and Statement of Additional
Information are hereby incorporated by reference to the Prospectuses and
Statement of Additional Information filed in Registrant's Post-Effective
Amendment No. 2, filed on March 14, 1996.
4
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PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
(1) Financial Statements included in Part A:
(a) Financial Highlights
(2) Audited Financial Statements included in Part B:
(a) Schedule of Investments
(b) Statement of Assets and Liabilities
(c) Statement of Operations
(d) Statement of Changes in Net Assets
(e) Financial Highlights
(f) Notes to Financial Statements
(g) Report of Independent Accountants
(b) Exhibits:
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<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
1 Articles of Incorporation.(1)
2 By-Laws.(1)
3 Not applicable.
4 Forms of Share Certificates.(1)
5(a) Form of Investment Advisory Agreement.(1)
(b) Form of Sub-Investment Advisory Agreement.(2)
6 Distribution Agreement.(3)
</TABLE>
- --------------------
(1) Incorporated by reference to Registrant's Pre-Effective Amendment No. 2 to
its Registration Statement on Form N-1A, filed on September 22, 1995.
(2) Incorporated by reference to Registrant's Post-Effective Amendment No. 2 to
its Registration Statement on Form N-1A, filed on March 14, 1996.
(3) Contained in Exhibit No. 15 hereto.
C-1
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<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
7 Not applicable.
8(a) Form of Custodian Agreement with PNC Bank, National
Association.(4)
(b) Form of Custodian Agreement with State Street Bank
and Trust Company.(4)
9(a) Form of Transfer Agency Agreement.(4)
(b) Form of Counsellors Service Co-Administration
Agreement.(4)
(c) Form of PFPC Co-Administration Agreement.(4)
(d) Form of Services Agreements.(5)
(e) Form of Credit Agreement with Deutsche Bank AG, New
York Branch.(2)
(f) Form of Letter Agreement and Discretionary Line of
Credit Demand Note with PNC Bank.(2)
(g) Form of Credit Agreement with PNC Bank.(2)
10(a) Consent of Willkie Farr & Gallagher, counsel to
Registrant.(2)
(b) Opinion of Willkie Farr & Gallagher, counsel to
Registrant.(6)
11 Consent of Coopers & Lybrand L.L.P., Independent
Accountants.(2)
12 Not applicable.
</TABLE>
- -------------------
(4) 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).
(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 Japan Growth Fund, Inc. filed on December 18, 1995
(Securities Act File No. 33-63655).
(6) Incorporated by reference to Opinion of Willkie Farr & Gallagher filed with
Registrant's Rule 24f-2 Notice filed on December 19, 1995.
C-2
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<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <S>
13 Form of Purchase Agreement.(1)
14 Form of Retirement Plan.(2)
15(a) Form of Shareholder Servicing and Distribution
Plan.(1)
(b) Form of Shareholder Services Plan.(7)
(c) Form of Amended and Restated Distribution Plan.(4)
(d) Form of Distribution Agreement.(1)
(e) Rule 18f-3 Plan.(5)
16 Schedule for Computation of Total Return Performance
Quotation.(8)
17(a) Financial Data Schedule relating to Common
Shares.(2)
(b) Financial Data Schedule relating to Advisor
Shares.(2)
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Item 25. Persons Controlled by or Under Common Control
with Registrant
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Not applicable.
Item 26. Number of Holders of Securities
-------------------------------
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<CAPTION>
Number of Record Holders
Title of Class as of February 29, 1996
-------------- ------------------------
<S> <C>
Common Stock par value
$.001 per share 2,111
Common Stock par value
$.001 per share - Series 1 0
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(7) Incorporated by reference; material provisions of this exhibit
substantially similar to 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).
(8) Incorporated by reference to Registrant's Post-Effective Amendment No. 1 to
its Registration Statement on Form N-1A, filed on December 28, 1995.
C-3
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<TABLE>
<CAPTION>
Number of Record Holders
Title of Class as of February 29, 1996
-------------- ------------------------
<S> <C>
Common Stock par value
$.001 per share - Series 2 5
(Advisor Shares)
</TABLE>
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 Registrant's Registration Statement, filed on
July 21, 1995.
Item 28. Business and Other Connections of
Investment Adviser
---------------------------------
Warburg is a wholly owned subsidiary of Warburg, Pincus
Counsellors G.P., 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 28 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 29. Principal Underwriter
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(a) Counsellors Securities acts as distributor for Registrant,
as well as for The RBB Fund, Inc.; Warburg Pincus Balanced Fund; Warburg Pincus
Capital Appreciation Fund; Warburg Pincus Cash Reserve Fund; Warburg Pincus
Emerging Growth Fund; Warburg Pincus Emerging Markets Fund; Warburg Pincus Fixed
Income Fund; Warburg Pincus Global Fixed Income Fund; Warburg Pincus Growth &
Income Fund; Warburg Pincus Institutional Fund, Inc.; Warburg Pincus
Intermediate Maturity Government Fund; Warburg Pincus International Equity Fund;
Warburg Pincus Japan OTC Fund; Warburg Pincus New York Intermediate Municipal
Fund; Warburg Pincus New York Tax Exempt Fund; Warburg Pincus Tax Free Fund and
Warburg Pincus Trust.
(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, as amended.
(c) None.
Item 30. Location of Accounts and Records
--------------------------------
(1) Warburg, Pincus Post-Venture Capital Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
C-4
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(Fund's Articles of Incorporation, By-laws and
minute books)
(2) Warburg, Pincus Counsellors, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as investment
adviser)
(3) Counsellors Funds Service, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as
co-administrator)
(4) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as
co-administrator)
(5) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as distributor)
(6) PNC Bank, National Association
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19101
(records relating to its functions as custodian)
(7) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(records relating to its functions as shareholder
servicing agent, transfer agent,
dividend disbursing agent and custodian)
Item 31. Management Services
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Not applicable.
Item 32. Undertakings
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(a) 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 Section 16(c) of the 1940 Act relating to communications with the
shareholders of certain common-law trusts.
(b) Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of
C-5
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Registrant's latest annual report to shareholders, upon request and without
charge.
C-6
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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 the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended,
and has duly caused this Amendment to the Registration Statement 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 13th day of May, 1996.
WARBURG, PINCUS POST-VENTURE
CAPITAL FUND, INC.
/s/ Arnold M. Reichman
By: ------------------------
Arnold M. Reichman
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:
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John L. Furth Chairman of the Board May 13, 1996
- --------------------------- and Director
John L. Furth
/s/ Arnold M. Reichman President and May 13, 1996
- --------------------------- Director
Arnold M. Reichman
/s/ Stephen Distler Vice President and May 13, 1996
- --------------------------- Chief Financial
Stephen Distler Officer
/s/ Howard Conroy Vice Presdient, May 13, 1996
- --------------------------- Treasurer and Chief
Howard Conroy Accounting Officer
/s/ Richard N. Cooper Director May 13, 1996
- ---------------------------
Richard N. Cooper
/s/ Donald J. Donahue Director May 13, 1996
- ---------------------------
Donald J. Donahue
/s/ Jack W. Fritz Director May 13, 1996
- ---------------------------
Jack W. Fritz
/s/ Thomas A. Melfe Director May 13, 1996
- ---------------------------
Thomas A. Melfe
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Alexander B. Trowbridge Director May 13, 1996
- ---------------------------
Alexander B. Trowbridge
</TABLE>
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