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: Nicholas-Applegate Fund, Inc., One
Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this notice is
filed: The Fund offers three classes of shares designated Class A,
Class B and Class C.
3. Investment Company Act File Number: 811-5019.
Securities Act File Number: 33-38461.
4. Last day of fiscal year for which this notice is filed: December
31, 1995.
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):
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: None/$0.
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: ____/$__.
9. Number and aggregate sale price of securities sold during the
fiscal year: 35,653,276/$497,447,785.
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
35,653,276/$497,447,785.
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): 901,148/$12,582,750.
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): $497,447,785
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 12,582,750
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -525,101,068
(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-
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance of rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): (15,070,533)
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: -0-
Instructions: 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 Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[x]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: _____________.
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.
/s/ S. Jane Rose
By (S. Jane Rose, Secretary)
Date February 28, 1996
GEF-296.NOT
PAUL, HASTINGS, JANOFSKY & WALKER
555 South Flower Street
Los Angeles, California 90071
Telephone (213) 683-6000
February 28, 1996
Our File No.
16305.42921
Nicholas-Applegate Fund, Inc.
One Seaport Plaza
New York, New York 10292
Re: Rule 24f-2 Notice for Fiscal Year
Ended December 31, 1995
SEC File Nos. 811-5019, 33-38461
Ladies and Gentlemen:
You have requested that we render an opinion to Nicholas-Applegate
Fund, Inc. (the "Fund") as to the matters described in Rule 24f-2(b)(1) under
the Investment Company Act of 1940 (the "Act"), which opinion you are required
to file with the Securities and Exchange Commission (the "Commission") together
with a Rule 24f-2 Notice for the fiscal year ended December 31, 1995 (the
"Notice").
With respect to factual matters in this opinion, we have relied upon
the accuracy of the representations made to us by the Treasurer of the Fund in a
certificate executed by her and have not independently verified the accuracy of
such factual information. We have also examined originals or copies, certified
or otherwise identified to our satisfaction as being true copies, of those
corporate records of the Fund, certificates of public officials, and other
documents and matters as we have deemed necessary for the purpose of this
opinion. We have assumed without independent investigation or verification the
authenticity of the documents submitted to us as originals and the conformity to
the original documents of all documents submitted to us as copies.
Upon the basis of the foregoing and in reliance thereon, and in
reliance upon such other matters as we deem relevant under the circumstances, it
is our opinion that the shares of common stock of the Fund issued during the
Fund's fiscal year ended December 31, 1995, the registration of which shares the
Notice makes definite in number, are legally issued, fully paid and
nonassessable.
We have not verified, are not passing upon and do not assume any
responsibility for the accuracy or completeness of the statements contained in
the Notice, or for the propriety of the filing of the Notice with the
Commission. Our opinion is limited to the Act and the laws of the State of
Maryland, and we express no opinion as to the applicability or effect of the
laws of any other jurisdiction.
This letter is furnished to you pursuant to your request and to the
requirements imposed upon you by Rule 24f-2(b)(1) under the Act and is intended
solely for your benefit for the purpose of completing the filing of the Notice
with the Commission. This letter may not be used for any other purpose or
furnished to or relied upon by any other persons, or including in any filing
made with any other regulatory authority, without our prior written consent.
Very truly yours,
s/ PAUL, HASTINGS, JANOFSKY & WALKER
February 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Nicholas-Applegate Fund, Inc.
File Nos. 33-38461 and 811-5019
Ladies and Gentlemen:
On behalf of Nicholas-Applegate Fund, Inc., enclosed for filing under
the Investment Company Act of l940 are:
(l) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund
These documents have also been filed using the EDGAR system.
If you have any questions relating to the foregoing, please call the undersigned
at (212) 214-l248.
Please acknowledge receipt via EDGAR.
Very truly yours,
/s/ Deborah A. Docs
Deborah A. Docs
Assistant Secretary
Enclosures
cc: Michael Glazer, Esq.
(Paul, Hastings, Janofsky & Walker)
GEF-296.LTR
Nicholas-Applegate Fund, Inc.
Treasurer's Certificate
The undersigned, Treasurer of Nicholas-Applegate Fund, Inc.,
a Maryland corporation (the "Fund"), does hereby certify as
follows:
1. For the fiscal year ended December 31, 1995, the Fund issued
36,575,693 shares of Common Stock (including 901,148 shares issued
upon reinvestment of dividends), $.01 par value, consisting of
24,882,579 Class A shares, 11,405,278 Class B shares and 287,836 Class
C shares.
2. In respect of the issuance of such 36,575,693 shares
(including 901,148 shares issued upon reinvestment of dividends),
consisting of 24,882,579 Class A shares, 11,405,278 Class B shares and
287,836 Class C shares, the Fund received cash consideration of
$510,089,065 (including $12,582,750 received upon reinvestment of
dividends) consisting of $351,516,097 for Class A shares, $154,848,036
for Class B shares and $3,724,932 for Class C shares.
3. With respect to each share issued, the Fund received cash
consideration not less than the net asset value per share on the date
issued and not less than $.01 per share.
4. To the best of my knowledge and belief, the Fund is in good
standing in the State of Maryland.
5. At no time during the fiscal year were there issued and
outstanding more shares of the Fund's Common Stock than authorized by
the Articles of Incorporation.
6. All persons who are entitled to receive a stock certificate to
evidence such shares have received certificates, which certificates
are in proper form and properly executed.
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Fund.
Date: February 27, 1996
(SEAL)
/s/ Grace Torres
Grace Torres
GEF-296.CER
