February 28, 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 Trust
File No. 33-58125
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 Trust
International Equity Portfolio
Small Company Growth Portfolio
3. Investment Company Act File Number: 811-7261
Securities Act File Number: 33-58125
4. Last day of fiscal year for which this notice is filed: 12/31/95
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: 50,034
Sale Price: $500,360
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 50,034
Sale Price: $500,360
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 187
Sale Price: $1,946
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): $ 500,360
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 1,946
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 4
(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): $ 502,302
(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) multiplied by line (vi)]: $ 173.21
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: 2/23/96
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 February 27, 1996
February 27, 1996
Warburg, Pincus Trust
466 Lexington Avenue
New York, New York 10017
Re: Rule 24f-2 Notice for Warburg, Pincus Trust
(Securities Act File No. 33-58125; Investment Company Act File No.
811-07261)
Ladies and Gentlemen:
You have requested that we, as counsel to Warburg, Pincus Trust, 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 December 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 (the
"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 Shares sold by the Fund during the fiscal year ended
December 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 December 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,
\s\ WILLKIE FARR & GALLAGHER
WILLKIE FARR & GALLAGHER
February 27, 1996
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
Re: Warburg, Pincus Trust: 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 December 31,
1995, which Warburg, Pincus Trust, a Massachusetts trust with transferable
shares (the "Trust"), is to file pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended.
The Trust was organized under a Declaration of Trust dated March 15, 1995, as
amended by a Certificate of Amendment dated March 31, 1995 (as so amended, the
"Declaration"). We have acted as Massachusetts counsel to the Trust in
connection with the execution and delivery of the Declaration, and the actions
taken by the Trustees of the Trust 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"). In this
connection, we have participated in the drafting of, and are familiar with,
the Declaration, the Bylaws 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, the records of the actions of
the Trustees of the Trust to organize the Trust and to authorize the issuance
of its Shares, 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 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,
\s\ SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP
