December 27, 1996
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, Inc.
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 Emerging Growth Fund
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 and Common 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: 10/31/96
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:
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:
Advisor Shares Common Shares Total
Number: 5,757,390 25,903,237 31,660,627
Sale Price: $179,122,460 $823,521,693 $1,002,644,153
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Advisor Shares Common Shares Total
Number: 5,757,390 25,903,237 31,660,627
Sale Price: $179,122,460 $823,521,693 $1,002,644,153
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Advisor Shares Common Shares Total
Number: 392,736 976,986 1,369,722
Sale Price: $10,992,671 $27,951,581 $38,944,252
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): $ 1,002,644,153
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):+ 38,944,252
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 316,383,770
(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 on rule 24f-2
[line (i), plus line (ii), less line (iii),
plus line (iv)] (if applicable): $ 725,204,635
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 219,758.98
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: 12/17/96
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: /s/Eugene P. Grace
Eugene P. Grace
Vice President and Secretary
Date: December 17, 1996
December 18, 1996
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.
(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, 1996. 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 (the "Common 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
Common Shares sold by the Fund during the fiscal year ended October 31, 1996
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, 1996 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:/s/Rose F. DiMartino
Rose F. DiMartino
A Member of the Firm
