February 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 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 Trust
466 Lexington Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice is filed:
International Equity Portfolio
Small Company Growth Portfolio
Post Venture Capital 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: 12/31/96
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: None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 100,000
Sale Price: $1,000,000
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 100,000
Sale Price: $1,000,000
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 134
Sale Price: $1,502
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): $ 1,000,000
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 1,502
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 473,712
(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): $ 527,790
(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)]: $ 159.94
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: 2/26/97
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 26, 1997
February 26, 1997
Warburg, Pincus Trust
466 Lexington Avenue
New York, New York 10017
Re: Rule 24f-2 Notice
for Warburg, Pincus Trust
(the "Trust") (Securities Act File No. 33-58125;
Investment Company Act File No. 811-07261)
Ladies and Gentlemen:
The Trust, a Massachusetts business trust, is filing with the Securities and
Exchange Commission a Rule 24f-2 notice containing the information specified
in paragraph (b)(1) of Rule 24f-2 under the Investment Company Act of 1940,
as amended (the "Rule"). We understand that the Trust has previously filed a
registration statement on Form N-1A (the "Registration Statement") under the
Securities Act of 1933, as amended, adopting the declaration authorized by
paragraph (a)(1) of the Rule to the effect that an indefinite number of shares
of beneficial interest of the Trust (the "Shares") were being registered by
such registration statement. The effect of the Rule 24f-2 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 in reliance upon the Rule (the "Rule 24f-2 Shares")
during the fiscal year ended December 31, 1996.
As to the various questions of fact material to the opinion expressed herein
we have relied upon and assumed the genuineness of the signatures on, the
conformity to originals of, and the authenticity of, all documents, including
but not limited to certificates of officers of the Trust, submitted to us as
originals or copies, which facts we have not independently verified.
Capitalized terms used herein but not otherwise defined have the meanings
ascribed to them in the Registration Statement.
On the basis of the foregoing, and assuming compliance with the Securities Act
of 1933, as amended, the Investment Company Act of 1940, as amended, 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, 1996 were sold in accordance with the terms of the Trust's Prospectuses
and Statements 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 legally issued, fully
paid and non-assessable by the Trust. We note, however, that 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.
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. With respect to
matters of Massachusetts law, we have relied on the opinion of Messrs.
Sullivan & Worcester, a copy of which is attached hereto.
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
/s/Rose F. DiMartino
Rose F. DiMartino
A Member of the Firm
February 27, 1997
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,
1996, 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 and
supplemented by a Certificate of Establishment and Designation of Series of
Shares dated April 16, 1996 (as so amended and supplemented, 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 mill
($.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 December 31, 1996
(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
