December 19, 1995
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Warburg Pincus Managed Bond Trust - Gamma Shares
File No. 33-73672
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Warburg Pincus Counsellors
466 Lexington Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice is filed:
Warburg Pincus Managed Bond Trust - Gamma Shares
3. Investment Company Act File Number: 811-8258
Securities Act File Number: 33-73672
4. Last day of fiscal year for which this notice is filed: 10/31/95
5. Check box if this notice is being filed more than 180 days after the close
of the issuer s fiscal year of purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer s 24f-2
declaration:
6. Date of termination of issuer s declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 494,466
Sale Price: 4,933,313
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 494,466
Sale Price: 4,933,313
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 3,531
Sale Price: 35,248
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 4,933,313
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 35,248
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 3,599,732
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable) +
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): 1,368,829
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation: \ 2900
(vii) Fee due [line (i) or line (v) multiplies by line (vi)]: $ 472.01
13. Check box if fees are being remitted to the Commission s lockbox
depository as described in section 3a of the Commission s Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission s
lockbox depository: December 14, 1995
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: Eugene P. Grace
Vice President and Secretary
Date: December 19, 1995
December 12, 1995
Warburg, Pincus Managed Bond Trust
466 Lexington Avenue
New York, New York 10017
Re: Rule 24f-2 Notice for Warburg, Pincus Managed Bond Trust - Gamma Shares
(Securities Act File No. 33-47880; Investment Company Act
File No. 822-6670)
Ladies and Gentlemen:
You have requested that we, as counsel to Warburg, Pincus Managed Bond Trust,
a Massachusetts business trust (the "Fund"), render an opinion in connection
with the filing by the Fund of a notice required by Rule 24f-2 (the "Rule")
under the Investment Company Act of 1940, as amended (the "1940 Act"), on Form
24F-2 (the "Form"), for the Fund's fiscal year ended October 31, 1995. We
understand that the Fund has previously filed a registration statement on Form
N-1A under the Securities Act of 1933, as amended (the "1933 Act"), adopting
the declaration authorized by paragraph (a)(1) of the Rule to the effect that
an indefinite number of shares of beneficial interest in the Fund designated
Gamma Shares (the "Gamma Shares") was being registered by such registration
statement. The effect of the Notice, when accompanied by the filing fee, if
any, payable as prescribed by paragraph (c) of the Rule and by this opinion,
will be to make definite in number the number of Gamma Shares sold by the Fund
during the fiscal year ended October 31, 1995 in reliance upon the Rule (the
"Rule 24f-2 Shares").
We have examined the Fund's Declaration of Trust, its By-Laws, resolutions
adopted by its Board of Trustees, and other records, documents, papers,
statutes and authorities as we have deemed necessary to form a basis for the
opinion hereinafter expressed. With respect to matters of Massachusetts law,
we have relied on the opinion of Messrs. Sullivan & Worcester, a copy of which
is attached hereto.
On the basis of the foregoing, and assuming compliance with the 1933 Act, the
1940 Act and applicable state laws regulating the sale of securities, and
assuming further that all of the Rule 24f-2 Shares sold during the fiscal year
ended October 31, 1995 were sold in accordance with the terms of the Fund's
Prospectus and Statement of Additional Information in effect at the time of
sale at a sales price in each case in excess of the par value of the Rule 24f
- -2 Shares, we are of the opinion that such Rule 24f-2 Shares were validly and
legally issued, fully paid and non-assessable by the Fund. We note, however,
that shareholders of a Massachusetts business trust may under certain
circumstances be subject to assessment at the instance of creditors to pay the
obligations of such trust in the event that its assets are insufficient for
that purpose.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Notice.
Very truly yours,
WILLKIE FARR & GALLAGHER
By:
A Member of the Firm
Boston
December 12, 1995
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
Re: Warburg, Pincus Managed Bond Trust: Notice Pursuant to Rule 24f-2
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts
law related to the Notice (the "Notice") for the fiscal year ended October 31,
1995, which Warburg, Pincus Managed Bond Trust, a Massachusetts trust with
transferable shares (the "Trust"), is to file pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended.
The Trust was organized under a Declaration of Trust dated December 22,
1993 (the "Original Declaration"), which has been amended by Amendments dated
April 26, 1994 and February 8, 1995, and supplemented by an Establishment and
Designation of Series of Shares of Beneficial Interest dated as of December
22, 1993, as amended February 6, 1995 (the Original Declaration, as so amended
and supplemented, the "Declaration"). We have acted as Massachusetts counsel
to the Trust and for purposes of this opinion we have reviewed the Original
Declaration, the actions taken by the Trustees of the Trust to execute and
file such Establishment and Designation of Series and such Amendments, to
organize the Trust and to authorize the issuance and sale of shares of
beneficial interest, one mil ($.001) par value, of the Warburg Pincus
Short-Term Tax-Advantaged Bond Fund, the sole series authorized by the
Declaration (the "Shares"), and we have examined the Declaration, the By-laws
of the Trust, the Notice, the forms of the Prospectus and the Statement of
Additional Information presently included in the Trust's Registration
Statement on Form N-1A, certificates of public officials and of Trustees and
officers of the Trust as to matters of fact, and such other documents and
instruments, certified or otherwise identified to our satisfaction, and such
questions of law and fact, as we have considered necessary or appropriate for
purposes of the opinions expressed herein. We have assumed the genuineness of
the signatures on, and the authenticity of, all documents furnished to us, and
the conformity to the originals of documents submitted to us as certified
copies, which facts we have not independently verified.
Based upon and subject to the foregoing, we hereby advise you that, in
our opinion, under the laws of The Commonwealth of Massachusetts:
1. The Trust is validly existing as a trust with transferable shares
of the type commonly called a Massachusetts business trust.
2. The Trust is authorized to issue an unlimited number of Shares;
the Shares issued by the Trust during the fiscal year ended October 31, 1995
(the "Issued Shares") have been duly and validly authorized by all requisite
action of the Trustees of the Trust, and no action of the shareholders of the
Trust is required in such connection.
3. The Issued Shares were validly and legally issued, and fully paid
and nonassessable by the Trust.
With respect to the opinion stated in paragraph 3 above, we wish to
point out that the shareholders of a Massachusetts business trust may under
some circumstances be subject to assessment at the instance of creditors to
pay the obligations of such trust in the event that its assets are
insufficient for the purpose.
This letter expresses our opinions as to the provisions of the
Declaration and the laws of The Commonwealth of Massachusetts applying to
business trusts generally, but does not extend to the Massachusetts Securities
Act, or to federal securities or other laws.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission, together with the Notice. In giving such consent, we do
not thereby concede that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
SULLIVAN & WORCESTER
(A REGISTERED LIMITED LIABILITY
PARTNERSHIP)
