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November 14, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Mr. Frank Donaty
RE: Rule 24f-2 Notice For Baird Capital
Development Fund, Inc. File #2-89614
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Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
undersigned submits the following Rule 24f-2 Notice:
(1) This Rule 24f-2 Notice is filed for the Fiscal Year ended
September 30, 1995.
(2) - (3) No securities of the undersigned have ever been
registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2.
(4) - (5) The amount of Common Stock, $0.01 par value, sold
pursuant to Rule 24f-2 during the fiscal year ended September
30, 1995 was $5,816,390 based on the actual aggregate sales
price for such securities. The amount of Common Stock, $0.01
par value, redeemed during the fiscal year ended September 30,
1995 was $7,211,431 based on the actual redemption price for
such securities.
No filing fee is payable because the amount of Common Stock $0.01 par value
redeemed during the fiscal year ended September 30, 1995 was not less than the
amount sold pursuant to Rule 24f-2. Enclosed are four additional copies of
this Rule 24f-2 Notice and the required opinion of Quarles & Brady.
If you have any questions, please do not hesitate to call me.
Very truly yours,
Glen F. Hackmann
Secretary
cfw
enclosures
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[QUARLES & BRADY LETTERHEAD]
November 15, 1995
Baird Capital Development
Fund, Inc.
777 East Wisconsin Avenue
Milwaukee, WI 53202
Ladies and Gentlemen:
In connection with the filing of a Rule 24f-2 Notice for Baird Capital
Development Fund, Inc., a Wisconsin corporation (the "Fund") registered as an
open-end management investment company under the Investment Company Act of 1940
(the "1940 Act"), the purpose of which is to make definite the number of shares
of the Fund's common stock, $.01 par value per share ("Common Stock"),
registered under the Securities Act of 1933 (the "1933 Act") for the fiscal
year ended September 30, 1995, you have requested that we furnish you with the
following opinion which we understand will be filed with the Securities and
Exchange Commission.
We understand that the Common Stock has been, and continues to be,
offered to the public in the manner and on the terms identified and referred to
in the Fund's Registration Statement on Form N-1A and all amendments thereto,
as filed with the Securities and Exchange Commission (1933 Act Registration No.
33-89614 and 1940 Act Registration No. 811-3977) (the "Registration Statement").
For purposes of rendering this opinion, we have examined originals or
electrostatic copies of such documents as we have considered necessary,
including those listed below. In conducting such examination, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as copies.
The documents we have examined are:
1. The Registration Statement and all amendments
thereto; and
2. The Amended and Restated Articles of Incorporation of
the Fund, as filed with the Wisconsin Secretary of
State.
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Baird Capital Development
Fund, Inc.
November 15, 1995
Page 2
Based upon and subject to the foregoing, after having given due regard
to such issues of law as we deemed relevant, and assuming that:
a. The Prospectus which is a part of the Registration
Statement and your Prospectus delivery procedures
with respect thereto fulfilled all of the
requirements of the 1933 Act and the 1940 Act
throughout all periods relevant to this opinion;
b. All offers and sales of the Fund's Common Stock were
made in a manner complying with the terms of the
Registration Statement; and
c. All offers or sales of the Fund's Common Stock were
made in compliance with the securities laws of the
states having jurisdiction thereof,
we are of the opinion that the shares of the Fund's Common Stock, the
registration of which the Rule 24f-2 Notice makes definite in number, were,
when issued, legally issued, fully paid and non-assessable, except that holders
thereof are subject to personal liability under Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law, as judicially interpreted, for debts owing
to employees of the Fund for services performed, but not exceeding six months'
service in any one case.
We hereby consent to the filing of this opinion as a part of the Rule
24f-2 Notice.
Very truly yours,
QUARLES & BRADY
