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As filed with the U.S. Securities and Exchange Commission
on February 12, 1999
Securities Act File No. 33-12343
Investment Company Act File No. 811-5039
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. 17 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 20 [X]
(Check appropriate box or boxes)
Warburg, Pincus Fixed Income 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 Fixed Income 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 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 Prospectuses and Statement of Additional Information are incorporated by
reference to Post-Effective Amendment No. 16 filed on December 15, 1998.
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PART C
OTHER INFORMATION
Item 23. Exhibits
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<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
a(1) Agreement and Declaration of Trust.(1)
(2) Articles of Amendment(2)
b(1) Second Amended and Restated By-Laws.(1)
(2) Amendment to By-Laws.(3)
c Form of Stock Certificates.(4)
d Investment Advisory Agreement.(1)
e Form of Distribution Agreement.(2)
f Not applicable.
g(1) Form of Custodian Agreement with PNC Bank, as amended.(5)
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(1) Incorporated by reference to Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A, filed with the
Securities and Exchange Commission on January 16, 1996.
(2) Incorporated by reference to Post-Effective Amendment No. 14 to
Registrant's Registration Statement on Form N-1A, filed on February 11,
1997.
(3) Incorporated by reference to Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A, filed on February 17,
1998.
(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
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).
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<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
(2) Form of Custodian Agreement with State Street Bank & Trust Company.(6)
h(1) Form of Transfer Agency Agreement With State Street Bank & Trust
Company.(4)
(2) Form of Co-Administration Agreement with Counsellors Funds Service,
Inc.(4)
(3) Form of Co-Administration Agreement with PFPC Inc.(4)
(4) Forms of Services Agreements.(7)
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.(5)
m(1) Forms of Shareholder Services Plan.(6)
(2) Form of Distribution Plan.(6)
n(1) Financial Data Schedule relating to Common Shares. (8)
(2) Financial Data Schedule relating to Advisor Shares. (8)
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(6) 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).
(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 Japan Growth Fund, Inc. filed on December 18,
1995 (Securities Act File No. 33-63653).
(8) To be filed by amendment.
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<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
o Form of Rule 18f-3 Plan.(9)
</TABLE>
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 or trustees 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.
14 to Registrant's Registration Statement on Form N-1A, filed on February 11,
1997.
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).
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(9) 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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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 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.
Item 28. Location of Accounts and Records
(1) Warburg, Pincus Fixed Income 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
(records relating to its functions as custodian,
transfer agent and dividend disbursing agent)
(3) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
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(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
Mutual Fund Custody Services
200 Stevens Drive
Suite 440
Lester, Pennsylvania 19113
(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, 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 FIXED INCOME FUND
By:/s/ Eugene L. Podsiadlo
------------------------------
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ John L. Furth Chairman of the Board of February 12, 1999
- ------------------------------------------------- Trustees
John L. Furth
/s/ Eugene L. Podsiadlo President February 12, 1999
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Eugene L. Podsiadlo
/s/ Howard Conroy Vice President and Chief February 12, 1999
- ------------------------------------------------- Financial Officer
Howard Conroy
/s/ Daniel S. Madden Treasurer and Chief Accounting February 12, 1999
- ------------------------------------------------- Officer
Daniel S. Madden
/s/ Richard N. Cooper Trustee February 12, 1999
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Richard N. Cooper
/s/ Jack W. Fritz Trustee February 12, 1999
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Jack W. Fritz
/s/ Jeffrey E. Garten Trustee February 12, 1999
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Jeffrey E. Garten
/s/ Thomas A. Melfe Trustee February 12, 1999
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Thomas A. Melfe
/s/ Arnold M. Reichman Trustee February 12, 1999
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Arnold M. Reichman
/s/ Alexander B. Trowbridge Trustee February 12, 1999
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Alexander B. Trowbridge
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