COUNSELLORS TANDEM SECURITIES FUND INC
N-30D, 1995-03-07
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                                                               December 31, 1994
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Counsellors 
Tandem Securities 
Fund, Inc. 
- --------------------------------------------------------------------------------


Annual Report to Shareholders



























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<PAGE>

DIRECTORS                                OFFICERS 

Lionel I. Pincus                         John L. Furth 
 Chairman of the Board                     Chief Executive Officer 

Richard N. Cooper                        Anthony G. Orphanos 
                                           President 
Donald J. Donahue 
                                         Stuart M. Goode 
Jack W. Fritz                              Vice President 

John L. Furth                            Reuben S. Leibowitz 
                                           Vice President and 
Thomas A. Melfe                            Chief Financial Officer 

Alexander B. Trowbridge                  Arnold M. Reichman 
                                           Executive Vice President 
 
                                         Eugene P. Grace
                                           Vice President and Secretary 

                                         Stephen Distler 
                                           Treasurer and 
                                           Chief Accounting Officer


- --------------------------------------------------------------------------------

 

INVESTMENT ADVISER                       ADMINISTRATOR 

Warburg, Pincus Counsellors, Inc.        PFPC Inc. 
466 Lexington Avenue                     103 Bellevue Parkway 
New York, New York 10017-3147            Wilmington, Delaware 19809 


                                         TRANSFER AGENT 
                                         PNC Bank, N.A. 
                                         c/o PFPC Inc. 
                                         P.O. Box 8950 
                                         Wilmington, Delaware 19899


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<PAGE>
===============================================================================
Counsellors Tandem Securities Fund, Inc.

Dear Shareholder:

  The net asset value of Counsellors Tandem Securities Fund, Inc. ("the Fund")
for the year ended December 31, 1994 was $14.37 per share -- a decrease of 18.8%
from the prior year.

  The utility portion of the portfolio -- representing 56% of the Fund's
non-cash assets at year end -- declined 13.0% as compared to the 7.9% decline in
the S&P Utility Index. Although the Fund's investments in natural gas
outperformed those in the S&P Gas Index, this relative gain was offset by 
weaker performance in the Fund's electric and telecommunications segments. The
Fund's weightings in higher-yielding electric utilities were especially
vulnerable during the sharp rise in long-term interest rates from 5 3/4% to 8
1/4% in the twelve months ended November 1994. The telecommunications seg ment
was impacted by regulatory and competitive issues. The Fund focuses its utility
investments in the higher yielding electric and telecommunication sectors in
order to earn the necessary income to meet preferred dividend requirements.

  The nonutility portion of the portfolio -- representing 44% of the Fund's
non-cash assets at year end -- declined 1.8% as compared to a 1.3% rise in the
S&P 500 and a 4% decline for the Value Line Index. This portion of the portfolio
ended the year strongly after recovering from the sharp market decline in the
spring when interest rates rose more than 1% in a ten week period. Since the
Fund's inception in 1986, the nonutility portion of the portfolio has had a
compound rate of return of 11.9%, which exceeds the S&P 500 at 11.5% and the
Value Line Index at 4.6% for the same period. 

  Our outlook over the last several months has been cautious due to our belief
that the U.S. economy will remain robust. This would continue upward pressure on
interest rates and prevent the Federal Reserve from easing short-term interest
rates in the near term. To maximize total return in the nonutility portion of
the portfolio under this scenario, we have increased the liquid asset position
to $10 million, or approximately 15% of the Fund's total assets. In addition,
the financial services sector has been increased to more than 20% and
communications/media to over 10% of the nonutility portion of the portfolio.
These businesses can continue to show strong earnings growth during an economic
contraction. We are anticipating reinvesting our reserves in more cyclically
sensitive businesses such as technology/telecommunications when valuations
become more attractive.

  As of the end of 1994, the Fund's largest holdings are as follows:


<TABLE>
<CAPTION>

               Security                              Market Value   Percentage of Portfolio
               --------                              ------------   ----------------------- 
<S>                                                   <C>                   <C>
General Electric ............................         $3,060,000            4.29%
Southwestern Bell Corp. .....................          2,826,250            3.97
Houston Industries ..........................          2,493,750            3.50
PECO Energy Co. .............................          2,450,000            3.44
Central & South West Corp. ..................          2,262,500            3.17
Eastern Utilities Associates ................          2,200,000            3.09
Fund American Enterprises ...................          2,167,500            3.04
Public Service Co. Colorado .................          2,056,250            2.88
Bell Atlantic Corp. .........................          1,890,500            2.65
H & R Block .................................          1,856,250            2.60
U.S. West ...................................          1,781,250            2.50
Minnesota Power & Light .....................          1,767,500            2.48
Norwest Corp. ...............................          1,636,250            2.29
NIPSCO Industries ...........................          1,636,250            2.29
Public Service Ent. Group ...................          1,537,000            2.15


</TABLE>

  We thank you for your support of the Fund. 

                        Sincerely,

                    /s/ JOHN L. FURTH                 /s/ ANTHONY G. ORPHANOS
                        -----------------------           -------------------
                        John L. Furth                     Anthony G. Orphanos 
                        Chief Executive Officer           President
 






<PAGE>

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Counsellors Tandem Securities Fund, Inc.
Statement of Net Assets
December 31, 1994
================================================================================

<TABLE>
<CAPTION>
                                                 Shares         Value 
                                               ---------      ---------- 
<S>                                            <C>            <C>
COMMON STOCK (86.0%) 
Utilities-Electric (30.3%) 
  Baltimore Gas & Electric Co.                    50,000     $ 1,106,250 
  Central & South West Corp.                     100,000       2,262,500 
  Eastern Utilities Associates                   100,000       2,200,000 
  Entergy Corp.                                   45,000         984,375 
  Houston Industries, Inc.                        70,000       2,493,750 
  Minnesota Power & Light Co.                     70,000       1,767,500 
  Montana Power Co.                               65,000       1,495,000 
  NIPSCO Industries, Inc.                         55,000       1,636,250 
  PECO Energy Co.                                100,000       2,450,000 
  Public Service Co. of Colorado                  70,000       2,056,250 
  Public Service Enterprise Group, Inc.           58,000       1,537,000 
  United Illuminating Co.                         34,000       1,003,000 
                                                              ---------- 
                                                              20,991,875 
                                                              ---------- 
Utilities-Gas (5.0%) 
  Equitable Resources, Inc.                       37,500       1,017,188 
  KN Energy, Inc.                                 60,000       1,425,000 
  National Fuel Gas Co.                           40,000       1,020,000 
                                                              ---------- 
                                                               3,462,188 
                                                              ---------- 
Utilities-Telecommunications (13.4%) 
  AT&T Corp.                                      30,000       1,507,500 
  Bell Atlantic Corp.                             38,000       1,890,500 
  Citizens Utilities Co. Series A +              105,887       1,323,586 
  Southwestern Bell Corp.                         70,000       2,826,250 
  US West, Inc.                                   50,000       1,781,250 
                                                              ---------- 
                                                               9,329,086 
                                                              ---------- 
Other (37.3%) 
  Acclaim Entertainment, Inc. +                   58,000         833,750 
  Allegheny Ludlum Corp.                          80,000       1,500,000 
  Allstate Corp.                                  40,000         945,000 
  BankAmerica Corp.                               21,000         829,500 
  CBI Industries, Inc.                            30,000         768,750 
  Comcast Corp. Class A Special                   50,000         784,375 
  Corning, Inc.                                   32,000         956,000 
  Federal Home Loan Mortgage Corp.                17,000         858,500 
  Freeport McMoran, Inc.                          55,000         976,250 
  Fund American Enterprises Holdings, Inc. +      30,000       2,167,500 
  General Electric Co.                            60,000       3,060,000 
  Halliburton Co.                                 21,000         695,625 
  Honeywell, Inc.                                 25,000         787,500 
  H&R Block, Inc.                                 50,000       1,856,250 
  Inco. Ltd.                                      32,000         916,000 
  Manpower PLC Sponsored ADR                      45,000       1,265,625 
</TABLE>

                See Accompanying Notes to Financial Statements.

                                                                               1
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<PAGE>

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Counsellors Tandem Securities Fund, Inc.
Statement of Net Assets (cont'd)
December 31, 1994
================================================================================

<TABLE>
<CAPTION>

                                                                           Shares         Value 
                                                                        ---------      -----------
<S>                                                                     <C>            <C>
COMMON STOCK (cont'd) 
Other (cont'd) 

  Noble Affiliates, Inc.                                                   50,000      $ 1,237,500 
  Norwest Corp.                                                            70,000        1,636,250 
  Stone & Webster, Inc.                                                    38,000        1,263,500 
  Tele-Communications, Inc. Class A +                                      30,000          652,500 
  Time Warner, Inc.                                                        35,000        1,229,375 
  Travelers, Inc.                                                          20,000          650,000 
                                                                                       ----------- 
                                                                                        25,869,750 
                                                                                       ----------- 
TOTAL COMMON STOCK (Cost $48,526,570)                                                   59,652,899 
                                                                                       ----------- 

</TABLE>

<TABLE>
<CAPTION>
                                                                            Par 
                                                                           ----- 
<S>                                                                        <C>          <C>
SHORT-TERM INVESTMENTS (15.9%) 
 Repurchase agreement with PNC Securities Corp. dated 12/30/94 at 
  5.50% to be repurchased at $11,024,733 on 01/03/95. 
  (Collateralized by $11,215,000 U.S. Treasury Note 5.875%, due 
  05/31/96, with a market value of $11,018,738.) 
  (Cost $11,018,000)                                                     $11,018,000    11,018,000 
                                                                                       ----------- 
TOTAL INVESTMENTS AT VALUE (101.9%)
  (Cost $59,544,570*)                                                                   70,670,899 
LIABILITIES IN EXCESS OF OTHER ASSETS (1.9%)                                            (1,290,437) 
                                                                                       ----------- 
NET ASSETS (100.0%)                                                                     69,380,462 
Net Assets applicable to 600,000 shares of preferred stock 
  outstanding at $50.00 per share                                                       30,000,000 
                                                                                       ----------- 
NET ASSETS APPLICABLE TO COMMON STOCK                                                  $39,380,462 
                                                                                       =========== 
NET ASSET VALUE PER SHARE OF COMMON STOCK
  ($39,380,462 / 2,740,262 common shares)                                                   $14.37 
                                                                                            ====== 

</TABLE>
+ Non-income producing security. 
* Cost for Federal income tax purposes is $59,561,224. 

                See Accompanying Notes to Financial Statements.

2
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<PAGE>

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Counsellors Tandem Securities Fund, Inc.
Statement of Operations
For the Year Ended December 31, 1994
================================================================================

<TABLE>
<CAPTION>
<S>                                                                 <C>
 Investment Income: 
  Dividends                                                         $  2,659,914 
  Interest                                                               271,568 
                                                                    ------------ 
    Total investment income                                            2,931,482 
                                                                    ------------ 
Expenses: 
  Investment advisory fee                                                564,029 
  Administration fee                                                     100,000 
  Legal fees                                                              74,239 
  Custodian and transfer agent fees                                       64,805 
  Directors fees                                                          45,250 
  Amortization of organizational costs                                    37,500 
  Audit fee                                                               24,600 
  Printing                                                                14,557 
  Insurance                                                                6,609 
  Other                                                                   43,456 
                                                                    ------------ 
    Total expenses                                                       975,045 
                                                                    ------------ 
      Net investment income                                            1,956,437 
                                                                    ------------ 
Net Realized and Unrealized Loss from Investments: 
   Net realized gain from security transactions                        2,590,004 
   Federal income tax                                                   (906,501) 
   Net decrease in unrealized appreciation from 
     investments                                                     (11,112,568) 
                                                                    ------------ 
         Net realized and unrealized loss from investments            (9,429,065) 
                                                                    ------------ 
         Net decrease in net assets resulting from operations       $ (7,472,628) 
                                                                    ============ 
</TABLE>

                See Accompanying Notes to Financial Statements.

                                                                               3
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<PAGE>

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Counsellors Tandem Securities Fund, Inc.
Statements of Changes in Net Assets

================================================================================

<TABLE>
<CAPTION>
                                                 For the              For the 
                                               Year Ended            Year Ended 
                                            December 31, 1994    December 31, 1993* 
                                           -----------------     ------------------ 
<S>                                        <C>               <C>
From Operations: 

   Net investment income                      $  1,956,437          $ 2,554,280 
   Net realized gain from security 
     transactions                                2,590,004               61,728 
   Federal income tax                             (906,501)             (21,605) 
   Net increase (decrease) in unrealized 
     appreciation from investments             (11,112,568)           2,779,689 
                                              ------------          ----------- 
       Net increase (decrease) in net 
        assets resulting from operations        (7,472,628)           5,374,092 
                                              ------------          ----------- 

From Dividends: 

   Dividends from net investment income: 
     Preferred shares                           (1,829,507)          (2,091,559) 
                                              ------------          ----------- 

From Capital Share Transactions: 

   Cost of common shares repurchased              (645,046)            (210,803) 
   Costs associated with tender offer              285,798              (83,273) 
   Proceeds from sale of 600,000 
     preferred shares (net of $310,250 
     placement fees)                            29,689,750                    0 
   Cost of 576,958 preferred shares 
     repurchased                               (28,847,900)                   0 
                                              ------------          ----------- 
    Net increase (decrease) in net assets 
      from capital share transactions              482,602             (294,076) 
                                              ------------          ----------- 

    Net increase (decrease) in net assets       (8,819,533)           2,988,457 

Net Assets: 

   Beginning of year                            78,199,995           75,211,538 
                                              ------------          ----------- 
   End of year                                $ 69,380,462          $78,199,995 
                                              ============          =========== 
</TABLE>

  * Reclassification made for comparative purposes. 

                See Accompanying Notes to Financial Statements.

4
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<PAGE>

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Counsellors Tandem Securities Fund, Inc.
Financial Highlights
(For a Common Share of the Fund Outstanding Throughout Each Year)
================================================================================

<TABLE>
<CAPTION>
                                                       For the Year Ended December 31, 
                                       -------------------------------------------------------------- 
                                           1994         1993         1992         1991         1990 
                                           ----         ----         ----         ----         ---- 
<S>                                      <C>           <C>          <C>          <C>          <C>
Net Asset Value, Beginning of Year       $ 17.69       $ 16.54      $ 16.88      $ 12.67      $ 13.29 
                                         -------       -------      -------      -------      ------- 
  Income from Investment 
   Operations: 
  Net Investment Income                      .71           .92          .79          .83          .73 
  Net Gain (Loss) on Securities 
   (both realized and unrealized)          (3.07)         1.01         (.33)        4.28         (.50) 
  Federal income tax                        (.33)         (.01)        (.13)        (.04)        (.23) 
                                         -------       -------      -------    ---------      ------- 
     Total from Investment 
       Operations                          (2.69)         1.92          .33         5.07          .00 
                                         -------       -------      -------      -------      ------- 
Less Distributions from Net 
  Investment Income: 
  Common stock equivalent of 
   dividends paid to preferred 
   shareholders                             (.66)         (.75)        (.75)        (.73)        (.73) 
  Dividends to common 
   shareholders                              .00           .00          .00         (.12)        (.12) 
                                         -------       -------      -------      -------      ------- 
     Total Distributions                    (.66)         (.75)        (.75)        (.85)        (.85) 
                                         -------       -------      -------      -------      ------- 

  Gain (loss) on common shares sold 
   (repurchased), net                        .03          (.02)         .08         (.01)         .23 
                                         -------       -------      -------      -------      ------- 
Net Asset Value, End of Year             $ 14.37       $ 17.69      $ 16.54      $ 16.88      $ 12.67 
                                         =======       =======      =======      =======      ======= 

Market Value, End of Year                $ 12.88       $ 15.25      $ 14.13      $ 14.13      $ 10.38 
                                         =======       =======      =======      =======      ======= 
Total Return 
  Based on net asset value per 
   share                                  (18.77)%        6.95%       (2.01)%      34.41%       (3.96)% 
  Based on market price per share         (15.54)%        7.93%         .00%       37.58%       (8.70)% 
Ratios/Supplemental Data: 
Net Assets, End of Year (000s)           $69,380       $78,200      $75,212      $76,879      $64,974 
Ratios to average daily net 
  assets: 
  Operating expenses                        1.30%         1.27%        1.27%        1.35%        2.33% 
  Net investment income                     2.60%         3.24%        2.97%        3.45%        3.10% 

Portfolio Turnover Rate                       53%           33%          27%          26%          41% 
</TABLE>

               See Accompanying Notes to Financial Statements. 

                                                                               5
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<PAGE>

================================================================================
Counsellors Tandem Securities Fund, Inc.
Notes to Financial Statements
December 31, 1994
================================================================================

1. Significant Accounting Policies 

     Counsellors Tandem Securities Fund, Inc. (the "Fund") is registered under
   the Investment Company Act of 1940, as amended, as a diversified, closed-end
   management investment company. The Fund's investment objectives are long-term
   capital appreciation consistent with the preservation of capital, and
   stability and dependability of income, including, so long as preferred shares
   are outstanding, earning sufficient current income to pay Regular and
   Additional Dividends on the preferred shares.

     The net asset values of the preferred and common shares will be determined
   as of the close of regular trading on the last business day of the New York
   Stock Exchange each week. Net asset value of the preferred shares will be the
   lower of (a) the initial public offering price per share ($50.00) plus
   accumulated and unpaid dividends, if any, less reductions for Special
   Dividends ("Redemption Value"), or (b) the total net assets of the Fund
   divided by the number of the preferred shares outstanding. Net asset value of
   the common shares will be the total net assets of the Fund less the total net
   asset value of the preferred shares, divided by the number of common shares
   outstanding.

     Securities listed on a securities exchange for which market quotations are
   available are valued at the last quoted sale price of the day, or if there is
   no such reported sale, at the most recent quoted bid price. Price information
   on listed securities is taken from the exchange where the security is
   primarily traded. Listed securities not traded on the valuation date and
   unlisted securities are valued at the most recently quoted bid price. The
   value of securities for which no quotations are readily available are
   determined in good faith at fair value using methods determined by the Board
   of Directors. There were no securities held at December 31, 1994, for which
   market quotations were not readily available.

     Security transactions are recorded on trade date. Interest income is
   recorded on an accrual basis. Dividend income is recorded on ex-dividend
   date. The cost of investments sold is determined by use of the specific
   identification method for both financial reporting and income tax purposes.

     The Fund intends to continue to comply with the requirements of the
   Internal Revenue Code applicable to regulated investment companies.
   Accordingly, the Fund will not be subject to Federal income tax on any net
   investment income and capital gains that it distributes to shareholders.
   However, the Fund does not intend to distribute long-term capital gains, but
   expects instead to retain such long-term capital gains, if any, and to pay
   tax on such gains at the rate then applicable to net long-term capital gains
   of corporations. Common shareholders will be entitled to a credit for their
   pro rata share of such tax payments, and their basis for the common shares
   will be increased by the amount of the undistributed gains less the tax paid
   by the Fund. Federal income taxes so accrued for the year ended December 31,
   1994 were $906,501.

     Costs incurred by the Fund in connection with its organization have been
   deferred and are being amortized over a period of ten years from the date the
   Fund commenced its operations.

     The Fund may enter into repurchase agreement transactions. Under the terms
   of a typical repurchase agreement, the Fund acquires an underlying security
   subject to an obligation of the seller to repurchase the security. The value
   of the underlying security will be maintained as collateral at an amount at
   least equal to the total amount of the purchase obligation, including
   interest. The collateral is in the Fund's possession.

2. Investment Adviser 

     Warburg, Pincus Counsellors, Inc. ("Counsellors"), a wholly-owned
   subsidiary of Warburg, Pincus Counsellors G.P. ("Counsellors G.P."), serves
   as the Fund's investment adviser. The Fund pays Counsellors an investment
   advisory fee calculated at an annual rate of .75% of the Fund's average daily
   net assets. For the year ended December 31, 1994, Counsellors earned $564,029
   in investment advisory fees.

6
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<PAGE>

================================================================================
Counsellors Tandem Securities Fund, Inc.
Notes to Financial Statements (cont'd)
December 31, 1994
================================================================================

3. Investments in Securities 

     Purchases and sales of investment securities for the year ended December
   31, 1994 (excluding short-term investments) were $36,119,275 and $46,181,317,
   respectively.

     At December 31, 1994, the net unrealized appreciation from investments of
   $11,109,675 was comprised of appreciation of $12,365,962 for those
   investments having an excess of value over cost, and depreciation of
   $1,256,287 for those investments having an excess of cost over value (based
   on cost for Federal income tax purposes).

     A significant portion of the Fund's investments are in securities of
   utilities involved in the generation, transmission or distribution of
   electricity, gas, water or telecommunications. As a result of the Fund's
   concentration of its investments, it is subject to fluctuation in value and
   market risks associated with holding securities related to the utility
   industry. At December 31, 1994, the Fund had approximately 49% of its net
   assets invested in such securities.

4. Common Shares 

     The Fund intends to repurchase its outstanding common shares in the open
   market from time to time when such shares trade at a discount of 10% or more
   from their net asset value. For the years ended December 31, 1994 and 1993,
   the Fund repurchased 49,000 and 14,200 common shares, respectively.

     Subject to the requirement to maintain total assets of at least two times
   the Redemption Value of the outstanding preferred shares, common shareholders
   will be entitled to receive distributions from the net investment income and
   net short-term capital gains remaining after payment of dividends (including
   Additional and Special Dividends) on preferred shares. After redemption of
   the preferred shares, the common shareholders will be entitled to all
   distributions that may be declared or approved by the Board of Directors.

5. Preferred Shares 

     Preferred shareholders are entitled to receive cumulative dividends,
   payable quarterly, at the annual rate of 5.375% of the initial public
   offering price ($50.00) of the preferred shares ("Regular Dividends"), plus
   cumulative Additional Dividends, if any, payable annually, and may receive
   Special Dividends. Such dividends will be payable when, as and if declared by
   the Board of Directors out of net investment income and net short-term
   capital gains legally available therefor. Additional Dividends will be paid
   if, for any taxable year, Regular Dividends do not qualify for the dividends
   received deduction. The amount of Additional Dividends will be such that the
   after tax return of the holders of preferred shares would be the same as if
   the Regular Dividends qualified for the dividends received deduction. Special
   Dividends may be paid when the Fund is unable to pay dividends to holders of
   common shares, as described in Note 4.

     Preferred shares are subject, at the option of the Fund, to redemption at
   the then current redemption price. The redemption price is currently $50.00
   per share. On October 30, 1996, the Fund will either redeem the preferred
   shares or be liquidated. The redemption price is increased for any
   accumulated and unpaid dividends and reduced as a result of Special
   Dividends.

     On January 19, 1994 the Fund received $30,000,000 from the issuance of
   600,000 shares of $50.00 par value preferred stock with a rate of 5.375%, the
   proceeds of which were used in the redemption of the Fund's previously
   outstanding 7.25% $50.00 par value preferred stock plus accumulated dividends
   on February 22, 1994.

                                                                               7
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<PAGE>

================================================================================
Counsellors Tandem Securities Fund, Inc.
Notes to Financial Statements (cont'd)
December 31, 1994
================================================================================

6. Dividends 

     Regular dividends to 7.25% preferred shareholders in 1994 amounted to
   $.5164 per share.

     Regular dividends to 5.375% preferred shareholders in 1994 amounted to
   $2.55 per share.

     Income distributions are determined in accordance with Federal income tax
   regulations which may differ from generally accepted accounting principles.

7. Net Assets 

     At December 31, 1994, 6,000,000 preferred shares and 30,000,000 common
   shares were authorized; both have a par value of $.01 per share.

     Net assets at December 31, 1994 consisted of the following:

<TABLE>
<CAPTION>
<S>                                            <C>
     Paid in capital, net                                 $57,544,687 
     Undistributed net investment income                      709,446 
     Net unrealized appreciation from investments          11,126,329 
                                                          ----------- 
                                                          $69,380,462 
                                                          =========== 
</TABLE>

8
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<PAGE>

================================================================================
Counsellors Tandem Securities Fund, Inc.
Notes to Financial Statements (cont'd)
December 31, 1994
================================================================================

8. Selected Quarterly Financial Data for a Common Share (Unaudited) 

<TABLE>
<CAPTION>
                                                                                               Net Increase 
                                                                      Net Realized              (Decrease) 
                              Total                 Net              and Unrealized           in Net Assets 
                            Investment    Per    Investment    Per   Gain (Loss) on   Per    Resulting From     Per 
              1994            Income     Share     Income     Share   Investments*   Share*     Operations     Share 
              ----            ------     -----     ------     -----   ------------   ------     ----------     -----
<S>                          <C>          <C>     <C>          <C>     <C>            <C>       <C>            <C>
      March 31, 1994        $  812,721   $ .29   $  531,412   $.19    $(6,707,070)   $(2.41)   $(6,175,658)   $(2.22) 
      June 30, 1994            619,685     .23      370,780    .13     (1,572,032)     (.57)    (1,201,252)     (.44) 
      September 30, 1994       703,885     .26      463,742    .17      1,994,439       .73      2,458,181       .90 
      December 31, 1994        795,191     .29      590,503    .22     (3,144,402)    (1.15)    (2,553,899)     (.93) 
                            ----------   -----   ----------   ----    -----------    ------    -----------    ------ 
                            $2,931,482   $1.07   $1,956,437   $.71    $(9,429,065)   $(3.40)   $(7,472,628)   $(2.69) 
                            ==========   =====   ==========   ====    ===========    ======    ===========    ====== 
              1993 
              ---- 
      March 31, 1993        $  731,444   $ .26   $  494,637   $.18    $ 4,296,578    $ 1.53    $ 4,791,215    $ 1.71 
      June 30, 1993            782,761     .28      539,873    .19       (183,893)     (.06)       355,980       .13 
      September 30, 1993       794,309     .28      527,989    .19      2,993,237      1.07      3,521,226      1.26 
      December 31, 1993      1,246,841     .45      991,781    .36     (4,286,110)    (1.54)    (3,294,329)    (1.18) 
                            ----------   -----   ----------   ----    -----------    ------    -----------    ------ 
                            $3,555,355   $1.27   $2,554,280   $.92    $ 2,819,812    $ 1.00    $ 5,374,092    $ 1.92 
                            ==========   =====   ==========   ====    ===========    ======    ===========    ====== 
</TABLE>

* Net of Federal income taxes. 

                                                                               9
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Counsellors Tandem Securities Fund, Inc.
Report of Independent Accountants

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To the Board of Directors and Shareholders of 
Counsellors Tandem Securities Fund, Inc.: 

We have audited the accompanying statement of net assets of Counsellors 
Tandem Securities Fund, Inc., as of December 31, 1994, the related statement 
of operations for the year then ended and the statements of changes in net 
assets and the financial highlights for each of the two years in the period 
then ended. These financial statements and financial highlights are the 
responsibility of the Fund's management. Our responsibility is to express an 
opinion on these financial statements and financial highlights based on our 
audits. The financial highlights of Counsellors Tandem Securities Fund, Inc. 
for each of the three years in the period ended December 31, 1992 were 
audited by other auditors, whose report dated February 17, 1993, expressed an 
unqualified opinion. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements. Our procedures included confirmation of securities 
owned as of December 31, 1994, by correspondence with the custodian and 
brokers. An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion. 

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of 
Counsellors Tandem Securities Fund, Inc. as of December 31, 1994, and the 
results of its operations for the year then ended, and the changes in its net 
assets and its financial highlights for each of the two years in the period 
then ended, in conformity with generally accepted accounting principles. 

COOPERS & LYBRAND L.L.P. 

2400 Eleven Penn Center 
Philadelphia, Pennsylvania 
February 6, 1995 

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Counsellors 
Tandem Securities 
Fund, Inc. 




Warburg, Pincus Counsellors, Inc. 
466 Lexington Avenue 
New York, New York 10017-3147 
800-888-6878 

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