August 9, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for D.L. Babson Tax-Free Income Fund, Inc.
File Nos. 811-2948 and 2-65489
Sir or Madam:
This 24f-2 Notice is filed to make definite the shares sold by each of the
three series of the Fund during the fiscal year ended June 30, 1995.
MONEY MARKET PORTFOLIO
(i) This notice is filed for the fiscal year ended June 30, 1995.
(ii) No shares were registered other than pursuant to the Rule at
the beginning of the fiscal year.
(iii) No shares were registered during the fiscal year other than
pursuant to Rule 24f-2.
(iv) Aggregate sales of shares of the series during the fiscal year
totaled $29,790,961.
*(v) Aggregate sales of shares of the series during the fiscal year
pursuant to this Rule were $29,790,961.
*Aggregate sales of shares $29,790,961
Total redemptions during the Fiscal Year 29,354,677
$436,284
Registration Fee: $150.44
SHORTER TERM PORTFOLIO
(i) This notice is filed for the fiscal year ended June 30, 1995.
(ii) No shares were registered other than pursuant to the Rule at
the beginning of the fiscal year.
(iii) No shares were registered during the fiscal year other than
pursuant to Rule 24f-2.
(iv) Aggregate sales of shares of the series during the fiscal year
totaled $3,278,080.
*(v) Aggregate sales of shares of the series during the fiscal year
pursuant to this Rule were $3,278,080.
*Aggregate sales of shares $3,278,080
Total redemptions during the Fiscal Year 4,528,824
($1,250,744)
Registration Fee: $0
LONGER TERM PORTFOLIO
(i) This notice is filed for the fiscal year ended June 30, 1995.
(ii) No shares were registered other than pursuant to the Rule at
the beginning of the fiscal year.
(iii) No shares were registered during the fiscal year other than
pursuant to Rule 24f-2.
(iv) Aggregate sales of shares of the series during the fiscal year
totaled $2,494,554.
*(v) Aggregate sales of shares of the series during the fiscal year
pursuant to this Rule were $2,494,554.
*Aggregate sales of shares $2,494,554
Total redemptions during the Fiscal Year 5,282,957
($2,788,403)
Registration Fee: $0
All figures are computed at net asset value because Fund shares are sold
without sales charge.
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion of
counsel indicating that the securities, the registration of which this Notice
makes definite in amount, were legally issued, fully-paid and non-assessable.
Very truly yours,
P. Bradley Adams
Vice President and Treasurer
Enclosures
<PAGE>
John G. Dyer
Attorney at Law
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, MO 64106
816-471-5200
August 10, 1995
D. L. Babson Tax-Free Income Fund, Inc.
Three Crown Center
2440 Pershing Road
Kansas City, MO 64108
Gentlemen:
D. L. Babson Tax-Free Income Fund, Inc. (the "Fund") is a
Corporation organized and existing under the laws of the State of
Maryland. I am currently acting as "in house" counsel for the
Fund, and it is in my capacity as in-house counsel to the Fund
that I am furnishing you with this opinion.
I have examined the Certificate of Incorporation of D. L. Babson
Tax-Free Income Fund, Inc., the Fund's Registration Statement
under the Securities Act of 1933, and the Fund's Registration
Statement under the Investment Company Act of 1940, as amended,
both on Form N-1; and such other documents, including the minutes
of Directors and shareholders meetings, which I deem necessary or
appropriate to this opinion.
The Fund is currently authorized to issue 200,000,000 shares of
all of its classes of common capital stock. Each share,
irrespective of class has a par value of ten cent ($0.10) per
share. The shares are divided into three classes (Series) as
follows: 100,000,000 shares to be known as the Money Market
Portfolio, 50,000,000 shares to be known as the Shorter Term
Portfolio and 50,000,000 shares to be known as the Longer Term
Portfolio.
As of the close of the Fund's last fiscal year, June 30, 1995,
there were outstanding approximately 15,712,300 shares of common
capital stock of Money Market Portfolio, 2,647,241 shares of
common capital stock of Shorter Term Portfolio and 3,237,433
shares of common capital stock of Longer Term Portfolio.
Pursuant to Rule 24f-2, the Fund has requested this opinion in
order to comply with the notice requirement of the said Rule and
for the purpose of registering under the Securities Act of 1933,
shares of common capital stock of Money Market Portfolio having a
value of $29,790,961, shares of common capital stock of Shorter
Term Portfolio having a value of $3,278,080 and shares of common
capital stock of Longer Term Portfolio having a value of
2,494,554 sold by the fund during its most recent fiscal year
ended June 30, 1995. Such shares were sold in accordance with
the Fund's method of distributing its registered shares whereby
currently effective prospectuses are made available for delivery
to offerees and purchasers of shares in accordance with Section
5(b) of the Securities Act of 1933.
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<PAGE>
D. L. Babson Tax-Free Income Fund, Inc.
August 10, 1995
Based upon the foregoing information and examination, it is my
opinion that the Fund is a valid and subsisting Corporation under
the laws of the State of Maryland, that the proposed registration
of the shares of common capital stock Money Market Portfolio
having a value of $29,790,961, the shares of common capital stock
of Shorter Term Portfolio having a value of 3,278,080 and the
shares of common capital stock of Longer Term Portfolio having a
value of $2,494,554 is proper, that such shares, which were
issued for a consideration which was deemed by the Board of
Directors consistent with the Certificate of Incorporation, are
legally issued, fully-paid, and non-assessable shares, and that
the holders of such shares have all the rights provided for with
respect to such shares by the Certificate of Incorporation and
the laws of the State of Maryland.
I hereby consent to the use of this opinion as an exhibit to the
Notice under Rule 24f-2 of the Fund, covering the registration of
the said shares under the Securities Act and the applications and
registration statements, and amendments thereto, filed in
accordance with the securities laws of the several states in
which shares of the Fund are offered, and I further consent to
reference in the Prospectus of the fund to the fact that this
opinion concerning the legality of the issue has been rendered by
me.
Sincerely,
John G. Dyer
John G. Dyer
JGD/com
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