[Federal Register Volume 61, Number 94 (Tuesday, May 14, 1996)]
[Notices]
[Pages 24342-24343]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-12038]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21943; 811-8258]


Warburg, Pincus Managed Bond Trust; Notice of Application

May 8, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT.Warburg, Pincus Managed Bond Trust.

RELEVANT ACT SECTION: Order requested under section 8(f).

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company.

FILING DATE: The application was filed on March 18, 1996 and amended on 
May 1, 1996.

HEARING OR NOTIFICATION OF HEARING: An order granting the applications 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicant with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on June 3, 1996, 
and should be accompanied by proof of service on the applicant, in the 
form of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, 466 Lexington Avenue, New York, N.Y. 10017-3147.

FOR FURTHER INFORMATION CONTACT:
Christine Y. Greenlees, Senior Counsel, at (202) 942-0581, or Robert A. 
Robertson, Branch Chief, at (202) 942-0564 (Division of Investment 
Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is an open-end investment company organized as a 
business trust under the laws of the Commonwealth of Massachusetts on 
December 23, 1993. On December 30, 1993, applicant filed a notification 
of registration on Form N-8A under section 9(a) of the Act. On the same 
day,

[[Page 24343]]

applicant filed a registration statement on Form N-1A to register an 
indefinite number of share of beneficial interest under section 8(b) of 
the Act and the Securities Act of 1933. The registration statement was 
declared effective on September 30, 1994, and applicant's initial 
public offering commenced on October 3, 1994. Applicant consisted of 
one series, Warburg, Pincus Short-Term Tax-Advantage Bond Fund 
(``Fund''), which was composed of two separate classes of shares, 
Institutional shares and Gamma shares.
    2. On February 8, 1996, applicant's board of trustees discussed 
whether to terminate applicant after being advised by its investment 
adviser, Warburg, Pincus Counsellors, Inc. (``Counsellors''), that 
applicant was no longer economically viable and that applicant's 
continuation was not in the best interests of its shareholders. Shortly 
thereafter, each of the Fund's existing shareholders was contacted by 
the Fund's distributor or another Fund agent to discuss with them their 
various options. By unanimous written consent dated February 27, 1996, 
the board approved a Plan of Dissolution, Liquidation, and Termination 
(``Plan'') providing for the liquidation, on February 27, 1996 
(``Closing Date''), of all of applicant's assets and the distribution 
of all of the proceeds of the liquidation, in cash form, less an amount 
provided for applicant's outstanding obligations, taxes and other 
accrued or contingent liabilities, to applicant's sole shareholder, 
Counsellors.
    3. On the Closing Date, final monthly dividends of $.0260 per 
Institutional share and $.0242 per Gamma share were paid to all 
shareholders of record as of February 26, 1996, which, together with 
all previous such dividends, had the effect of distributing to 
applicant's shareholders all of its investment company taxable income 
for the taxable year ended on or prior to the Closing Date. In 
addition, applicant distributed on the Closing Date all of its net 
capital gain realized in the taxable period ended on or prior to the 
Closing Date, which amounted to $.0724 per share for both Institutional 
and Gamma shares. The proceeds of applicant's liquidation were 
distributed on the Closing Date to applicant's sole shareholder in 
accordance with the Plan. All of the applicant's other shareholders 
redeemed their shares at net asset value on or prior to the Closing 
Date. Net asset value was determined by dividing applicant's assets, 
less liabilities, by the total number of its outstanding shares.
    4. On February 14, 1996, applicant had 2,740,987 shares of 
beneficial interest of the Fund outstanding (2,575,021 of which were 
Institutional shares and 165,966 of which were Gamma shares), having an 
aggregate net asset value of $27,557,387 and a per share net asset 
value of $10.05 for Institutional shares and $10.06 for Gamma shares. 
All portfolio securities sold in connection with the liquidation were 
publicly traded debt instruments for which fair market value was 
received. As of the Closing Date, there were no shares of beneficial 
interest outstanding.
    5. Certain expenses were incurred in connection with the 
liquidation, consisting of auditing and legal expenses. The expenses 
totalled approximately $18,500 and were borne by the applicant's 
investment adviser. No brokerage commissions were incurred in 
connection with the liquidation. No redemption fee was imposed in 
connection with the Plan. At the time of its liquidation, applicant had 
amortized all but approximately $137,340.67 of its organization 
expenses, which amount was absorbed by the investment adviser.
    6. As of the date of the application, applicant had no 
shareholders, assets, or liabilities, and was not a party to any 
litigation or administrative proceeding. Applicant is neither engaged, 
nor does it propose to engage, in any business activities other than 
those necessary for the winding-up of its affairs.
    7. Applicant intends to file a notice of termination with the 
Office of the Secretary of the Commonwealth of Massachusetts to effect 
its termination as a Massachusetts business trust.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-12038 Filed 5-13-96; 8:45 am]
BILLING CODE 8010-01-M