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 New York Tax Exempt Fund
File No. 2-94841
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 New York Tax Exempt Fund
(Name of Registrant)
Securities Act of 1933 File No. 2-94841
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.
None.
(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:
246,396,767 shares.
(v) The number or amount of securities sold during such fiscal
year in reliance upon registration pursuant to Rule 24f-2*:
246,396,767 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 $2,946.84
Dated: April 26, 1995
Warburg Pincus New York Tax Exempt Fund
By: Eugene P. Grace
Vice President and Secretary
(1) The actual aggregate sales price for which such shares were sold
was $246,396,767. During the fiscal year ended February 28, 1995
the actual aggregate redemption price of securities of the shares
redeemed by the Registrant was $237,850,988. No portion of such
aggregate redemption price has 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:
$246,396,767 - $237,850,988 = $8,545,779 x .00034483 = $2,946.84
<PAGE>
April 26, 1995
Counsellors New York Tax Exempt Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Re: Rule 24f-2 Notice
for Counsellors New York Tax Exempt Fund, Inc.
(Securities Act File No. 2-94841;
Investment Company Act File No. 811-4170)
Ladies and Gentlemen:
You have requested that we, as counsel to Counsellors New York Tax Exempt
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
246,396,767 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 $246,396,767, that during the fiscal year the
actual aggregate redemption price of Shares redeemed by the Fund was
$237,850,988 and further that the difference between the aggregate sales price
and the aggregate redemption price was $8,545,779. 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 246,396,767.
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
