April 26, 1995
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 Cash Reserve Fund
File No. 2-94840
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
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
RULE 24f-2 NOTICE
FOR
Warburg Pincus Cash Reserve Fund
(Name of Registrant)
Securities Act of 1933 File No. 2-94840
466 Lexington Avenue
New York, NY 10017
(Address of Principal Executive Offices)
Shares of Common Stock ($.001 par value)
(Securities with Respect to which Notice is Filed)
1. The following information is set forth pursuant to the
requirements of Rule 24f-2 (b) (1):
(i) Fiscal year for which notice is filed:
For the fiscal year ended February 28, 1995.
(ii) The number or amount of securities of the same class or series, if
any, which had been registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 but which remained unsold at the beginning
of such fiscal year.
145,034,627 shares.
(iii) The number or amount of securities, if any, registered during such
fiscal year other than pursuant to Rule 24f-2:
None.
(iv) The number or amount of securities sold during such fiscal year:*
1,886,500,990 shares.
(v) The number or amount of securities sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2*:
1,886,500,990 shares.
*Excludes shares issued upon reinvestment of dividends.
2. An opinion of counsel with respect to the validity of the shares
accompanies this notice.
3. Filing Fee with respect to shares specified in 1(v) above:
Filing fee $100.00
Dated: April 26, 1995
Warburg Pincus Cash Reserve Fund
By: Eugene P. Grace
Vice President and Secretary
(1) The actual aggregate sales price for which such shares were sold was
$1,886,500,990. During the fiscal year ended February 28, 1995 the
actual aggregate redemption price of securities of the shares redeemed
by the Registrant was $1,769,313,517. 117,187,473 shares have
been applied by the registrant pursuant to Rule 24e-2(a) in a filing
made pursuant to Section 24(e)(1) of the Investment Company Act
of 1940. Pursuant to Rule 24f-2(c), the filing fee with
respect to such shares is calculated as follows:
$1,886,500,990 - $1,769,313,517 = $117,187,473 - $117,187,473
x .00034483 = $-0-
<PAGE>
April 26, 1995
Counsellors Cash Reserve Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Re: Rule 24f-2 Notice
for Counsellors Cash Reserve Fund, Inc.
(Securities Act File No. 2-94840;
Investment Company Act File No. 811-4171)
Ladies and Gentlemen:
You have requested that we, as counsel to Counsellors Cash Reserve Fund, Inc.
(the "Fund"), render an opinion in connection with the filing by the Fund of a
notice (the "Notice") required by Rule 24f-2 under the Investment Company Act
of 1940, as amended (the "1940 Act"), for the Fund's fiscal year ended February
28, 1995. Paragraph (iv) of the Notice states that, during the fiscal year
ended February 28, 1995, the Fund sold a total of 1,886,500,990 shares of
common stock of the Fund, par value $.001 per share ("Shares"), exclusive of
shares issued upon reinvestment of dividends. Footnote 1 to the Notice
states that the actual aggregate sales price for which such Shares were sold
was $1,886,500,990, that during the fiscal year the actual aggregate
redemption price of Shares redeemed by the Fund was $1,769,313,517 and
further that 117,187,473 shares have been applied by the Fund pursuant to
Rule 24e-2(a) in a filing made pursuant to Section 24(e)(1) of the 1940 Act.
As stated in paragraph (v) of the Notice, the number of Shares sold during
the fiscal year in reliance upon registration under the Securities Act of
1933, as amended (the "1933 Act"), pursuant to Rule 24f-2 under the 1940
Act, was 1,886,500,990.
We have examined the Fund's Articles of Incorporation, its By-Laws, resolutions
adopted by its Board of Directors, and other records, documents, papers,
statutes and authorities as we have deemed necessary to form a basis for the
opinion hereinafter expressed.
On the basis of the foregoing, and assuming compliance with the 1933 Act, the
1940 Act and applicable state laws regulating the sale of securities, and
assuming further that all of the Shares sold during the fiscal year ended
February 28, 1995 were sold in accordance with the terms of the Fund's
Prospectus 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 Shares,
we are of the opinion that such Shares were validly and 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,
WILLKIE FARR & GALLAGHER
By: A Member of the Firm
