April 22, 1996
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
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 Managed Bond Trust
466 Lexington Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice is filed:
Warburg, Pincus Short-Term Tax-Advantaged Bond Fund
- Gamma and Institutional 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: 2/27/96
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for 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: 219,574
Sale Price: $2,202,347
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 219,574
Sale Price: $2,202,347
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 27,033
Sale Price: $271,054
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): $ 2,202,347
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 271,054
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): 27,618,628
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable) +0
(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): 0
(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)]: $ 0
13. Check box if fees are being remitted to the Commissions lockbox
depository as described in section 3a of the Commissions Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commissions
lock box depository:
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: /s/ Eugene P. Grace
Eugene P. Grace
Vice President and Secretary
Date: April 22, 1996
April 22, 1996
Warburg, Pincus Managed Bond Trust
466 Lexington Avenue
New York, New York 10017
Re: Rule 24f-2 Notice for Warburg, Pincus Managed Bond Trust (the "Trust")
for: Warburg, Pincus Short-Term Tax-Advantaged Bond Fund (the "Fund")
Securities Act File No. 33-73672; Investment Company Act File No.
811-8258
Ladies and Gentlemen:
The Trust, a Massachusetts business trust, on behalf of the Fund, is filing
with the Securities and Exchange Commission a Rule 24f-2 notice containing
the information specified in paragraph (b)(1) of Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "Rule"). We understand
that the Trust has previously filed a registration statement on Form N-1A
(the "Registration Statement") under the Securities Act of 1933, as
amended, adopting the declaration authorized by paragraph (a)(1) of the
Rule to the effect that an indefinite number of shares of beneficial
interest of the Fund (the "Shares") were being registered by such
registration statement. The effect of the Rule 24f-2 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 Shares sold by the Fund in reliance upon the Rule
(the "Rule 24f-2 Shares") during the fiscal year ended February 27, 1996,
which was the date of the Fund's final liquidation. Pursuant to paragraph
(b)(3) of the Rule, the date the Fund ceased operations is deemed to be
the close of its fiscal year for purposes of the Rule 24f-2 notice.
As to the various questions of fact material to the opinion expressed
herein we have relied upon and assumed the genuineness of the signatures
on, the conformity to originals of, and the authenticity of, all
documents, including but not limited to certificates of officers of the
Trust, submitted to us as originals or copies, which facts we have
not independently verified. Capitalized terms used herein but not
otherwise defined have the meanings ascribed to them in the Registration
Statement.
On the basis of the foregoing, and assuming compliance with the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended,
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 February 27, 1996 were sold in accordance with the
terms of the Trust'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 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 the purpose.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction
other than those of the United States of America and the State of
New York. With respect to matters of Massachusetts law, we have relied
on the opinion of Messrs. Sullivan & Worcester, a copy of which is
attached hereto.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Rule 24f-2 notice.
Very truly yours,
/s/ WILLKIE, FARR & GALLAGHER
WILLKIE, FARR & GALLAGHER
Boston
April 22, 1996
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4677
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 February 27,
1996, 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
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
Amended and Restated 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 was authorized to issue an unlimited number of Shares until
February 27, 1996, the date upon which the Trustees executed a unanimous
written consent approving a Plan of Dissolution, Liquidation and
Termination for the Fund; the Shares issued by the Trust during the fiscal
year ended February 27, 1996 (the "Issued Shares") were duly and validly
authorized by all requisite action of the Trustees of the Trust, and no
action of the shareholders of the Trust was 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,
/s/ SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP
