December 19, 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 Emerging Growth Fund - Advisor
Shares
File No. 33-18632
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 Emerging Growth Fund - Advisor Shares
3. Investment Company Act File Number: 811-5396
Securities Act File Number: 33-18632
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 issuer s 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:
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: 3,172,686
Sale Price: 78,682,150
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 3,172,686
Sale Price: 78,682,150
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
None
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): $ 78,682,150
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):+
(iii)Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 9,503,812
(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): 69,178,338
(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)]: $ 23,854.60
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: 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 19, 1995
December 12, 1995
Warburg, Pincus Emerging Growth Fund, Inc.
466 Lexington Avenue
New York, New York 10017
Re: Rule 24f-2 Notice for Warburg, Pincus Emerging Growth Fund, Inc. -
Advisor Shares (Securities Act File No. 33-18632; Investment Company Act
File No. 811-5396)
Ladies and Gentlemen:
You have requested that we, as counsel to Warburg, Pincus Emerging Growth
Fund, Inc., a Maryland corporation (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 common stock of 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 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 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 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 statues 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
