-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LbQCCrv86v4vG8aku6v0D+B5wi2TELkiKHxTuCpC/8eG4x5q1K8Cc3I02/eko5hH qQPYdKjC3JdCFHYtLaqw5g== 0000950123-98-007686.txt : 19980817 0000950123-98-007686.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950123-98-007686 CONFORMED SUBMISSION TYPE: N-1A/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS MUNICIPAL BOND FUND INC CENTRAL INDEX KEY: 0001067475 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-1A/A SEC ACT: SEC FILE NUMBER: 333-60685 FILM NUMBER: 98691372 FILING VALUES: FORM TYPE: N-1A/A SEC ACT: SEC FILE NUMBER: 811-08923 FILM NUMBER: 98691373 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3147 BUSINESS PHONE: 2127166081 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3147 N-1A/A 1 WARBURG, PINCUS MUNICIPAL BOND FUND, INC. 1 As filed with the U.S. Securities and Exchange Commission on August 14, 1998 Securities Act File No. 333-60685 Investment Company Act File No. 811-08923 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. 1 [x] Post-Effective Amendment No.__ [ ] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x] Amendment No. 1 [x] (Check appropriate box or boxes) Warburg, Pincus Municipal Bond 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 Mr. Eugene P. Grace Warburg, Pincus Municipal Bond 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 2 Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement. Title of Securities Being Registered: Common Stock, $.001 par value per share. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the "1933 Act"), or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 3 WARBURG, PINCUS MUNICIPAL BOND FUND, INC. FORM N-1A CROSS REFERENCE SHEET
Part A Item No. Prospectus Heading - -------- ------------------ 1. Cover Page.................................................... Cover Page 2. Synopsis...................................................... The Funds' Expenses 3. Condensed Financial Information............................... Not applicable 4. General Description of Registrant.................................................. Cover Page; Investment Objectives and Policies; Risk Factors and Special Considerations and Certain Investment Strategies; Investment Guidelines; General Information 5. Management of the Fund........................................ Management of the Funds 6. Capital Stock and Other Securities.................................................. General Information 7. Purchase of Securities Being Offered..................................................... How to Open an Account; How to Purchase Shares; Management of the Funds; Net Asset Value 8. Redemption or Repurchase...................................... How to Redeem and Exchange Shares 9. Pending Legal Proceedings..................................... Not applicable
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Part B Item No. - -------- 10. Cover Page.................................................... Cover Page 11. Table of Contents............................................. Contents 12. General Information and History............................... Directors and Officers 13. Investment Objectives and Policies................................................ Common Investment Objectives and Policies 14. Management of the Registrant.................................. Directors and Officers 15. Control Persons and Principal Holders of Securities....................................... Directors and Officers; See Prospectus-- "Management of the Funds" 16. Investment Advisory and Other Services.............................................. Investment Advisory and Servicing Arrangements; See Prospectus-- "Management of the Funds" 17. Brokerage Allocation and Other Practices......................................... Common Investment Policies -- Portfolio Transactions; See Prospectus-- "Portfolio Transactions and Turnover Rate" 18. Capital Stock and Other Securities.................................................. Additional Information Concerning the Company Shares; See Prospectus-"General Information" 19. Purchase, Redemption and Pricing of Securities Being Offered................................. Purchase and Redemption Information;
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See Prospectus-"How to Open an Account," "How to Purchase Shares," "How to Redeem and Exchange Shares," "Net Asset Value" 20. Tax Status.................................................... Taxes; See Prospectus--"Dividends, Distributions and Taxes" 21. Underwriters.................................................. Common Investment Policies-- Portfolio Transactions; See Prospectus-- "Management of the Funds" 22. Calculation of Performance Data............................... Performance and Yield Information 23. Financial Statements.......................................... Financial Statements; Report of PricewaterhouseCoopers LLP, Independent Accountants
Part C Information required to be included in Part C is set forth after the appropriate item, so numbered, in Part C to this Registration Statement. 6 The Prospectuses and Statements of Additional Information are incorporated by reference to the original registration statement filed on August 5, 1998. 7 PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) Financial Statements -- (1) Financial Statements included in Part B. 1 (a) Report of PricewaterhouseCoopers LLP, Independent Accountants 1 (b) Statement of Net Assets and Liabilities 1 (b) Exhibits: Exhibit No. Description of Exhibit - ----------- ---------------------- 1 Articles of Incorporation. 2 2 By-Laws. 2 3 Not applicable. 4 Registrant's Forms of Stock Certificates. 5 Form of Investment Advisory Agreement. 3 6 Form of Distribution Agreement. 3 7 Not applicable. 8 Custodian Agreement with Brown Brothers Harriman & Co. 3 9(a) Transfer Agency and Service Agreement. 3 (b) Form of Co-Administration Agreement with Counsellors Funds Service, Inc. 3 (c) Form of Co-Administration Agreement with PFPC, Inc. 3 10(a) Opinion and Consent of Willkie Farr & Gallagher, counsel to the Fund. (b) Opinion and Consent of Venable, Baetjer and Howard, LLP, Maryland counsel to the Fund. 11 Consent of PricewaterhouseCoopers LLP, Independent Accountants. 12 Not applicable. - ----------------------------- 1 To be filed by amendment. 2 Incorporated by reference to Registrant's Registration Statement on Form N-1A filed on August 5, 1998 (Securities File No. 333-60685). 3 Incorporation 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 Emerging Markets II Fund, Inc., filed on August 14, 1998 (Securities Act File No. 333-60677). 8 13 Form of Purchase Agreement. 3 14 Not applicable. 15(a) Form of Shareholder Servicing and Distribution Plan. 3 (b) Form of Distribution Plan. 3 16 Not applicable. 17 Not applicable. 18 Form of 18f-3 Plan. 3 Item 25. 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 26. Number of Holders of Securities It is anticipated that Warburg will hold all Registrant's shares of common stock, par value $.001 per share, on the date Registrant's Registration Statement becomes effective. Item 27. Indemnification Registrant, officers and directors of Warburg, of Counsellors Securities Inc. ("Counsellors Securities") and of 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 the Fund's initial Registration Statement on Form N-1A filed on August 5, 1998. 9 Item 28. Business and Other Connections of Investment Adviser BEA Associates ("BEA") acts as investment adviser to the Registrant. BEA renders investment advice to a wide variety of individual and institutional clients. The list required by this Item 28 of officers and directors of BEA, together with information as to their other business, profession, vocation or employment of a substantial nature during the past 10 two years, is incorporated by reference to Schedules A and D of Form ADV filed by BEA (SEC File No. 801-37170). Item 29. 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 and 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 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 OTC Fund; Warburg Pincus Long-Short Equity Fund; Warburg Pincus Long-Short Market Neutral Fund; Warburg Pincus Major Foreign Markets Fund; Warburg Pincus Money Market 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 Tax Free Money Market Fund; Warburg Pincus Trust; Warburg Pincus Trust II; Warburg Pincus U.S. Core Fixed Income Fund and Warburg Pincus U.S. Core Equity 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. (c) None. Item 30. Location of Accounts and Records (1) Warburg, Pincus Municipal Bond Fund, Inc. 466 Lexington Avenue New York, New York 10017-3147 (Fund's Articles of Incorporation, By-Laws and minute books) (2) BEA Associates One Citicorp Center 153 East 53rd Street 11 New York, New York 10022 (records relating to its functions as investment adviser) (3) PFPC Inc. 400 Bellevue Parkway Wilmington, Delaware 19809 (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) State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 (records relating to its functions as transfer agent and dividend disbursing agent) (7) Boston Financial Data Services, Inc. 2 Heritage Drive North Quincy, Massachusetts 02171 (records relating to its functions as transfer agent and dividend disbursing agent) (8) Brown Brothers Harriman & Co. 40 Water Street Boston, Massachusetts 02109 (records relating to its functions as custodian) (9) Counsellors Securities Inc. 466 Lexington Avenue New York, New York 10017-3147 (records relating to its functions as distributor) Item 31. Management Services Not applicable. Item 32. Undertakings. (a) Registrant hereby undertakes to furnish each person to whom a prospectus is delivered with a copy of the latest annual report to shareholders for the Fund, upon request and without charge. (b) Registrant hereby undertakes to call a meeting of its shareholders for the purpose of voting upon the question of removal of a director or directors of Registrant when requested in writing to do so by the holders of at least 10% of Registrant's outstanding shares. Registrant undertakes further, in connection with the meeting, to comply with the provisions of Section 16(c) of the 1940 Act relating to communications with the shareholders of certain common-law trusts. (c) Registrant hereby undertakes not to sell its shares to the public, except in connection with the reorganization, until the Fund files a post-effective amendent to its registration statement including audited financial statements. 12 Registrant's outstanding shares. Registrant undertakes further, in connection with the meeting, to comply with the provisions of Section 16(c) of the 1940 Act relating to communications with the shareholders of certain common-law trusts. 13 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 14th day of August, 1998. WARBURG, PINCUS MUNICIPAL BOND FUND, INC. 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:
Signature Title Date - --------- ----- ---- /s/John L. Furth Chairman of the Board of August 14, 1998 John L. Furth Directors /s/Eugene L. Podsiadlo President August 14, 1998 Eugene L. Podsiadlo /s/Howard Conroy Vice President and Chief August 14, 1998 Howard Conroy Financial Officer /s/Daniel S. Madden Treasurer and Chief August 14, 1998 Daniel S. Madden Accounting Officer /s/Richard N. Cooper Director August 14, 1998 Richard N. Cooper /s/Jack W. Fritz Director August 14, 1998 Jack W. Fritz /s/Jeffrey E. Garten Director August 14, 1998 Jeffrey E. Garten /s/Arnold M. Reichman Director August 14, 1998 Arnold M. Reichman /s/Alexander B. Trowbridge Director August 14, 1998 Alexander B. Trowbridge
14 INDEX TO EXHIBITS Exhibit No. Description of Exhibit 4 Registrant's Forms of Stock Certificates. 10(a) Opinion and consent of Willkie Farr & Gallagher, counsel to the Fund. 10(b) Opinion and Consent of Venable, Baetjer and Howard, counsel to the Fund. 11 Consent of PricewaterhouseCoopers LLP, Independent Accountants. EX-99.4 2 REGISTRANT'S FORMS OF STOCK CERTIFICATES 1 Exhibit 4 2 INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND WARBURG, PINCUS MUNICIPAL BOND FUND, INC. THE CORPORATION IS AUTHORIZED TO ISSUE THREE BILLION SHARES, PAR VALUE $.001. SPECIMEN 3 The Corporation is authorized to issue three or more classes of stock. The Corporation will furnish to any stockholder on request and without charge a full statement of the designation and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue and, if the Corporation is authorized to issue any preferred or special class in series, of the differences in the relative rights and preferences between the shares of each series to the extent they have been set and the authority of the Board of Directors to set the relative rights and preferences of subsequent series. 4 INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND WARBURG, PINCUS MUNICIPAL BOND FUND, INC. THE CORPORATION IS AUTHORIZED TO ISSUE ONE BILLION SHARES, PAR VALUE $.001. DESIGNATED INSTITUTIONAL SHARES SPECIMEN 5 The Corporation is authorized to issue three or more classes of stock. The Corporation will furnish to any stockholder on request and without charge a full statement of the designation and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue and, if the Corporation is authorized to issue any preferred or special class in series, of the differences in the relative rights and preferences between the shares of each series to the extent they have been set and the authority of the Board of Directors to set the relative rights and preferences of subsequent series. EX-99.10.A 3 OPINION AND CONSENT OF WILLKIE FARR & GALLAGHER 1 Exhibit 10(a) 2 [LETTERHEAD OF WILLKIE FARR & GALLAGHER] August 11, 1998 Warburg, Pincus Municipal Bond Fund, Inc. 466 Lexington Avenue New York, New York 10017-3147 Ladies and Gentlemen: We have acted as counsel to Warburg, Pincus Municipal Bond Fund, Inc. (the "Fund"), a corporation organized under the laws of the State of Maryland, in connection with the preparation of a registration statement on Form N-1A covering the offer and sale of an indefinite number of shares of Common Stock of the Fund (the "Common Stock"), one billion of which are designated "Common Shares," one billion of which are designated "Institutional Shares," and one billion of which are designated "Advisor Shares," par value $.001 per share (collectively, the "Shares"). We have examined copies of the Charter and By-Laws of the Fund, as amended, the Fund's prospectuses and statements of additional information (the "Statements of Additional Information") included in its Registration Statement on Form N-1A, Securities Act File No. 333-60685 and Investment Company Act File No. 811-08923 (the "Registration Statement"), all resolutions adopted by the Fund's Board of Directors (the "Board") at its organizational meeting held on July 20, 1998, consents of the Board and other records, documents and papers that we have deemed necessary for the purpose of this opinion. We have also examined such other statutes and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed. In our examination of material, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied upon statements and certificates of officers and representatives of the Fund and others. 3 Warburg, Pincus Municipal Bond Fund, Inc. August 11, 1998 Page 2 Based upon the foregoing, we are of the opinion that: 1. The Fund is duly organized and validly existing as a corporation in good standing under the laws of the State of Maryland. 2. The three presently issued and outstanding shares of Common Stock representing one Common Share, one Institutional Share and one Advisor Share in the Fund have been validly and legally issued and are fully paid and nonassessable. 3. The Shares of the Fund to be offered for sale pursuant to the Registration Statement are, to the extent of the number of Shares authorized to be issued by the Fund in its Charter, duly authorized and, when sold, issued and paid for as contemplated by the Registration Statement, will have been validly and legally issued and will be fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the reference to us in the Statements of Additional Information and to the filing of this opinion as an exhibit to any application made by or on behalf of the Fund or any distributor or dealer in connection with the registration or qualification of the Fund or the Shares under the securities laws of any state or other jurisdiction. We are members of the Bar of the State of New York only and do not opine as to the laws of any jurisdiction other than the laws of the State of New York and the laws of the United States, and the opinions set forth above are, accordingly, limited to the laws of those jurisdictions. As to matters involving the application of the laws of the State of Maryland, we have relied on the opinion of Messrs. Venable, Baetjer and Howard, LLP. Very truly yours, /s/ Willkie Farr & Gallagher EX-99.10.B 4 OPINION AND CONSENT OF VENABLE 1 Exhibit 10(b) VENABLE, BAETJER AND HOWARD, LLP 1800 MERCANTILE BANK AND TRUST BUILDING TWO HOPKINS PLAZA BALTIMORE, MARYLAND 21201 August 14, 1998 Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019-6099 Re: Warburg, Pincus Municipal Bond Fund, Inc. Ladies and Gentlemen: We have acted as special Maryland counsel for Warburg, Pincus Municipal Bond Fund, Inc., a Maryland corporation (the "Fund"), in connection with the organization of the Fund and the issuance of shares of its common stock, par value $.001 per share including the Common Shares, the Institutional Shares and the Advisor Shares. As Maryland counsel for the Fund, we are familiar with its Charter and Bylaws, as amended. We have examined its Registration Statement on Form N-1A, Securities Act File No. 333-60685 and Investment Company Act File No. 811-08923, including the prospectus and statement of additional information contained therein, substantially in the form in which it is to become effective (the "Registration Statement"). We have further examined and relied upon a certificate of the Maryland State Department of Assessments and Taxation to the effect that the Fund is duly incorporated and existing under the laws of the State of Maryland and is in good standing and duly authorized to transact business in the State of Maryland. We have also examined and relied upon such corporate records of the Fund and other documents and certificates with respect to factual matters as we have deemed necessary to render the opinion expressed herein. We have assumed, without independent verification, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies. 2 Based on such examination, we are of the opinion and so advise you that: 1. The Fund is a corporation duly organized and validly existing in good standing under the laws of the State of Maryland. 2. The 3 presently issued and outstanding shares of common stock of the Fund including one Common Share, one Institutional Share and one Advisor Share have been duly authorized and are validly issued, fully paid and nonassessable. 3. The Common Shares, the Institutional Shares and the Advisor Shares of the Fund to be offered for sale pursuant to the Registration Statement are, to the extent of the number of shares authorized to be issued by the Fund in its Charter, duly authorized and, when sold, issued and paid for as contemplated by the Registration Statement, will have been validly and legally issued and will be fully paid and nonassessable. This letter expresses our opinion with respect to the Maryland General Corporation Law governing matters such as due organization and the authorization and issuance of stock. It does not extend to the securities or "blue sky" laws of Maryland, to federal securities laws or to other laws. You may rely upon our foregoing opinion in rendering your opinion to the Fund that is to be filed as an exhibit to the Registration Statement. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/VENABLE, BAETJER AND HOWARD, LLP 2 EX-99.11 5 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 Exhibit 11 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the pre-effective amendment to the Registration Statement of the Warburg, Pincus Municipal Bond Fund, Inc. on Form N-1A (File No. 333-60685) of our report dated October 17, 1997 on our audit of the financial statements and financial highlights of the BEA U.S. Municipal Bond Fund, a portfolio of The RBB Fund, Inc., which report is included in the Annual Report to shareholders for the year ended August 31, 1997, which is incorporated by reference in the Registration Statement. We also consent to the reference to our Firm under the heading "Financial Highlights" in the Prospectus and under the heading "Independent Accountants and Counsel" in the Statement of Additional Information. /s/PricewaterhouseCoopers LLP - -------------------------------- PricewaterhouseCoopers LLP 2400 Eleven Penn Center Philadelphia, Pennsylvania August 13, 1998 -----END PRIVACY-ENHANCED MESSAGE-----