October 29, 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 Growth & Income Fund, Inc.
File No. 333-00527
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 Grwoth & Income Fund, Inc.
466 Lexington Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice is filed:
Warburg, Pincus Growth & Income Fund, Inc.
Common Class
Advisor Class
3. Investment Company Act File Number: 811-07515
Securities Act File Number: 333-00527
4. Last day of fiscal year for which this notice is filed: 8/31/96
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: n/a
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: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 23,049,231
Sale Price: $ 370,678,850
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 23,049,231
Sale Price: $ 370,678,850
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 3,775,343
Sale Price: $ 58,584,421
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): $ 370,678,850
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable): + 58,584,421
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 615,963,314
(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): $ (186,700,043)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox 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: October 25, 1996
October 28, 1996
Warburg, Pincus Growth & Income Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Re: Rule 24f-2 Notice
for Warburg, Pincus Growth & Income Fund, Inc.
(the "Fund") (Securities Act File No. 333-00527;
Investment Company Act File No. 811-07515)
Ladies and Gentlemen:
The Fund, a Maryland corporation, 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 Fund 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 common stock 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 August 31, 1996.
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 Fund, 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
August 31, 1996 were sold in accordance with the terms of the Fund's
Prospectuses 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 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. We note that we
are not licensed to practice law in the State of Maryland, and to the extent
that any opinion expressed herein involves the law of Maryland, such
opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of that state, and,
where applicable, published cases, rules or regulations of regulatory
bodies of that state.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Notice.
Very truly yours,
/s/WILLKIE FARR & GALLAGHER
WILLKIE FARR & GALLAGHER
