December 18, 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 Capital Appreciation Fund, Advisor
Shares - File No. 33-12344
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
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Warburg Pincus Counsellors
466 Lexington Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice
is filed:
Warburg Pincus Capital Appreciation Fund - Advisor Shares
3. Investment Company Act File Number: 811-5041
Securities Act File Number: 33-12344
4. Last day of fiscal year for which this notice is filed: 10/31/95
5. Check box if this notice is being filed more than 180 days
after the close of the issuer s fiscal year of 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 issuers declaration under rule 24f-2(a)(1), if
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:
Number: 169,827
Amount: 1,878,911
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:
Number: 201,782
Sale Price: 2,970,800
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 31,955
Sale Price: 1,091,889
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 46,554
Sale Price: 575,876
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): $ 1,091,889
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 575,876
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 1,551,821
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable) +
(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): 115,944
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation: \ 2900
(vii) Fee due [line (i) or line (v) multiplies by line (vi)]: $ 39.98
13. Check box if fees are being remitted to the Commissions 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 Commissions
lockbox depository: December 14, 1995
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: Eugene P. Grace
Vice President and Secretary
Date: December 18, 1995
December 12, 1995
Warburg, Pincus Capital Appreciation Fund
466 Lexington Avenue
New York, New York 10017
Re: Rule 24f-2 Notice for Warburg, Pincus Capital Appreciation Fund -
Advisor Shares (Securities Act File No. 33-12344; Investment Company
Act File No. 811-5041)
Ladies and Gentlemen:
You have requested that we, as counsel to Warburg, Pincus
Capital Appreciation Fund, a Massachusetts business trust
(the "Fund"), render an opinion in connection with the
filing by the Fund of a notice required by Rule 24f-2 (the
"Rule") under the Investment Company Act of 1940, as
amended (the "1940 Act"), on Form 24F-2 (the "Form"), for
the Fund's fiscal year ended October 31, 1995. We
understand that the Fund has previously filed a
registration statement on Form N-1A under the Securities
Act of 1933, as amended (the "1933 Act"), adopting the
declaration authorized by paragraph (a)(1) of the Rule to
the effect that an indefinite number of shares of
beneficial interest in the Fund designated Common Stock -
Series 2 (the "Advisor Shares") was being registered by
such registration statement. The effect of the Notice,
when accompanied by the filing fee, if any, payable as
prescribed by paragraph (c) of the Rule and by this
opinion, will be to make definite in number the number of
Advisor Shares sold by the Fund during the fiscal year
ended October 31, 1995 in reliance upon the Rule (the "Rule
24f-2 Shares").
We have examined the Fund's Declaration of Trust, its By-
Laws, resolutions adopted by its Board of Trustees, and
other records, documents, papers, statutes and authorities
as we have deemed necessary to form a basis for the opinion
hereinafter expressed. With respect to matters of
Massachusetts law, we have relied on the opinion of Messrs.
Sullivan & Worcester, a copy of which is attached hereto.
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 Rule 24f-2 Shares sold during the fiscal
year ended October 31, 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
Rule 24f-2 Shares, we are of the opinion that such Rule
24f-2 Shares were validly and legally issued, fully paid
and non-assessable by the Fund. We note, however, that
shareholders of a Massachusetts business trust may under
certain circumstances be subject to assessment at the
instance of creditors to pay the obligations of such trust
in the event that its assets are insufficient for that
purpose.
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
Boston
December 12, 1995
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
Re: Warburg, Pincus Capital Appreciation Fund: Notice Pursuant to Rule
24f-2
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts
law related to the Notice (the "Notice") for the fiscal year ended October 31,
1995, which Warburg, Pincus Capital Appreciation Fund, a Massachusetts trust
with transferable shares of several series (the "Trust"), is to file pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended.
The Trust was organized as "Counsellors Capital Appreciation Fund" under
a Declaration of Trust dated January 20, 1987 (the "Original Declaration"),
which has been supplemented by a Certificate of Designation of Series dated
May 9, 1990 and amended by Amendments dated February 3, 1992 and February 19,
1992 (the Original Declaration, as so supplemented and amended, the
"Declaration"). We observed the execution and filing of the Original
Declaration, and for purposes of this opinion we have reviewed the actions
taken by the Trustees of the Trust to execute and file such Certificate of
Designation and such Amendments, to organize the Trust and to authorize the
issuance and sale of shares of beneficial interest, one mil ($.001) par value,
of the several series authorized by the Declaration (the "Shares"), and we
have examined the Declaration, the By-laws of the Trust, the Notice, the forms
of the Prospectus and the Statement of Additional Information presently
included in the Trust's Registration Statement on Form N-1A, certificates of
public officials and of Trustees and officers of the Trust as to matters of
fact, and such other documents and instruments, certified or otherwise
identified to our satisfaction, and such questions of law and fact, as we have
considered necessary or appropriate for purposes of the opinions expressed
herein. We have assumed the genuineness of the signatures on, and the
authenticity of, all documents furnished to us, and the conformity to the
originals of documents submitted to us as certified copies, which facts we
have not independently verified.
Based upon and subject to the foregoing, we hereby advise you that, in
our opinion, under the laws of The Commonwealth of Massachusetts:
1. The Trust is validly existing as a trust with transferable shares
of the type commonly called a Massachusetts business trust.
2. The Trust is authorized to issue an unlimited number of Shares;
the Shares issued by the Trust during the fiscal year ended October 31, 1995
(the "Issued Shares") have been duly and validly authorized by all requisite
action of the Trustees of the Trust, and no action of the shareholders of the
Trust is required in such connection.
3. The Issued Shares were validly and legally issued, and fully paid
and nonassessable by the Trust.
With respect to the opinion stated in paragraph 3 above, we wish to
point out that the shareholders of a Massachusetts business trust may under
some circumstances be subject to assessment at the instance of creditors to
pay the obligations of such trust in the event that its assets are
insufficient for the purpose.
This letter expresses our opinions as to the provisions of the
Declaration and the laws of The Commonwealth of Massachusetts applying to
business trusts generally, but does not extend to the Massachusetts Securities
Act, or to federal securities or other laws.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission, together with the Notice. In giving such consent, we do
not thereby concede that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
SULLIVAN & WORCESTER
(A REGISTERED LIMITED LIABILITY PARTNERSHIP)
