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As filed with the U.S. Securities and Exchange Commission
on January 29, 1999
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. 6 [x]
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 8 [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
Janna Manes, Esq.
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
787 Seventh Avenue
New York, New York 10019-6099
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Approximate Date of Proposed Public Offering: February 16, 1999
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. 5 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
- ----------- ----------------------
<S> <C>
a (1) Articles of Incorporation.(1)
(2) Articles Supplementary.(2)
(3) Articles of Amendment.(2)
b (1) By-Laws.(1)
(2) Amendment to the By-Laws.(3)
c Forms of Share Certificates.(1)
d (1) Form of Investment Advisory Agreement.(1)
(2) Form of Sub-Investment Advisory Agreement with Abbott Capital Management, L.P.(2)
(3) Form of Sub-Investment Advisory Agreement with Abbott Capital Management, L.L.C.(2)
e Form of Distribution Agreement.(2)
f Not applicable.
g (1) Form of Custodian Agreement with PNC Bank, National Association.(4)
(2) Form of Custodian Agreement with State Street Bank and Trust Company.(5)
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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.
3 to its Registration Statement on Form N-1A, filed on February 21,
1997.
3 Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit to
Post-Effective Amendment No. 8 to 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; Investment Company Act File No.
811-06143).
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 to the
Registration Statement on Form N-14 of Warburg, Pincus Major Foreign
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h (1) Form of Transfer Agency Agreement with State Street Bank & Trust Company.(4)
(2) Form of Counsellors Service Co-Administration Agreement.(4)
(3) Form of PFPC Co-Administration Agreement.(4)
(4) Form of Services Agreements.(5)
(5) Form of Credit Agreement with Deutsche Bank AG, New York Branch.(6)
(6) Form of Letter Agreement and Discretionary Line of Credit Demand Note with PNC Bank.(6)
(7) Form of Credit Agreement with PNC Bank.(6)
i Opinion and Consent of Willkie Farr & Gallagher, counsel to Registrant.(7)
j Consent of PricewaterhouseCoopers LLP, Independent Accountants.(7)
k Not applicable.
l Form of Purchase Agreement.(1)
m (1) Form of Shareholder Servicing and Distribution Plan.(5)
(2) Form of Distribution Plan.(5)
n (1) Financial Data Schedule relating to Common Shares.(7)
(2) Financial Data Schedule relating to Advisor Shares.(7)
o Rule 18f-3 Plan.(8)
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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") 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
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Markets (formerly known as Warburg, Pincus Managed EAFE(R) Countries
Fund, Inc.) on November 5, 1997 (Securities Act File No. 333-39611).
6 Incorporated by reference to Post-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A, filed with the
Securities and Exchange Commission on March 4, 1996.
7 To be filed by amendment.
8 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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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 Registrant's Registration Statement, filed on
July 21, 1995.
Item 26. Business and Other Connections of
Investment Adviser
Warburg, is 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, L.L.C. ("Abbott") acts as
sub-investment adviser for the Registrant. Abbott renders investment advice and
provides full-service private equity programs to clients. The list required by
this Item 26 of officers and partners 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, 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
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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 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 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 28. Location of Accounts and Records
(1) Warburg, Pincus Post-Venture Capital Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Fund's Articles of Incorporation, By-laws and
minute books)
(2) Warburg Pincus Asset Management, 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)
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(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
1600 Market Street
Philadelphia, Pennsylvania 19103
(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)
(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)
(9) Abbott Capital Management, L.L.C.
1330 Avenue of the Americas
New York, New York 10019
(records relating to its functions as sub-investment
adviser)
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 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 29th day of January, 1999.
WARBURG, PINCUS POST-VENTURE CAPITAL 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 to the Registration Statement 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/ John L. Furth Chairman of the January 29, 1999
- -------------------------------------------- Board and Director
John L. Furth
/s/ Eugene L. Podsiadlo President January 29, 1999
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Eugene L. Podsiadlo
/s/ Howard Conroy Vice President January 29, 1999
- -------------------------------------------- and Chief Financial Officer
Howard Conroy
/s/ Daniel S. Madden Treasurer and Chief Accounting January 29, 1999
- -------------------------------------------- Officer
Daniel S. Madden
/s/ Richard N. Cooper Director January 29, 1999
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Richard N. Cooper
/s/ Jack W. Fritz Director January 29, 1999
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Jack W. Fritz
/s/ Jeffrey E. Garten Director January 29, 1999
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Jeffrey E. Garten
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/s/ Thomas A. Melfe Director January 29, 1999
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Thomas A. Melfe
/s/ Arnold M. Reichman Director January 29, 1999
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Arnold M. Reichman
/s/ Alexander B. Trowbridge Director January 29, 1999
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Alexander B. Trowbridge
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