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ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer:
Baird Capital Development Fund, Inc.
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
2. Name of each series or class of funds for which this notice is filed:
Not Applicable.
3. Investment Company Act File Number: 811-3977
Securities Act File Number: 2-89614
4. Last day of fiscal year for which this notice is filed: August 12,
1996
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 (see Instruction A.6):
Not 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:
Not Applicable.
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:
463,464.448 shares for an aggregate sale price of
$10,751,432.22.
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
463,464.448 shares for an aggregate sale price of
$10,751,432.22.
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
Included in response to Item 9.
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): $ 10,751,432.22
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 0
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(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- 10,751,432.22
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(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
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(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
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or other applicable law or
regulation (see Instruction C.6): x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 0
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INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of
the issuer's fiscal year.
See Instruction C.3.
13. Check box if fees are being remitted to the Commissioner'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 Commissioner's lockbox
depository:
Not Applicable.
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 (Signature and Title)* GLEN F. HACKMANN
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Glen F. Hackmann, Secretary and Treasurer
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Date: September 12, 1996
*Please print the name and title of the signing officer below the signature.
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[QUARLES & BRADY LETTERHEAD]
September 12, 1996
Baird Capital Development
Fund, Inc.
777 East Wisconsin Avenue
Milwaukee, WI 53202
Ladies and Gentlemen:
In connection with the filing of a Form 24F-2/Annual Notice of
Securities Sold Pursuant to Rule 24f-2 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 August 12,
1996 (the date on which the Fund ceased operations in connection with the sale
of substantially all of its assets to AIM Capital Development Fund), you
have requested that we furnish you with the following opinion which will be
filed with the Securities and Exchange Commission.
We understand that the Common Stock has been 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. 2-89614 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 certified by the Wisconsin Department of
Financial Institutions.
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Baird Capital Development
Fund, Inc.
September 12, 1996
Page 2
3. A Certificate of Active Status, as issued by the
Wisconsin Department of Financial Institutions.
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 Form 24F-2 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 Form
24F-2.
Very truly yours,
QUARLES & BRADY
