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 Money Market Fund, Inc.
File Nos. 811-2963 and 2-65761
Sir or Madam:
This 24f-2 Notice is filed to make definite the shares sold by each of the
two series of the Fund during the fiscal year ended June 30, 1995.
PRIME 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 $38,007,450.
*(v) Aggregate sales of shares of the series during the fiscal year
pursuant to this Rule were $38,007,450.
*Aggregate sales of shares $38,007,450
Total redemptions during the Fiscal Year 42,628,667
($4,621,217)
Registration Fee: $0
FEDERAL 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 $8,173,682.
*(v) Aggregate sales of shares of the series during the fiscal year
pursuant to this Rule were $8,173,682.
*Aggregate sales of shares $8,173,682
Total redemptions during the Fiscal Year 9,193,077
($1,019,395)
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
August 10, 1995
D. L. Babson Money Market Fund, Inc.
Three Crown Center
2440 Pershing Road
Kansas City, MO 64108
Gentlemen:
D. L. Babson Money Market 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
Money Market 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 2,000,000,000 shares of
all of its classes of shares of common capital stock. Each
share, irrespective of class has a par value of one cent ($0.01)
per share. The shares are divided into two classes (Series) as
follows: 1,000,000,000 shares to be known as the Federal
Portfolio and 1,000,000,000 shares to be known as the Prime
Portfolio.
As of the close of the Fund's last fiscal year, June 30, 1995,
there were outstanding approximately 9,652,303 shares of common
capital stock of Federal Portfolio and 39,895,581 shares of
common capital stock of Prime 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 Federal Portfolio having a
value of $8,173,682 and shares of common capital stock of Prime
Portfolio having a value of $38,007,450 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 Money Market 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 of Federal Portfolio having
a value of $8,173,682 and shares of common capital stock Prime
Portfolio having a value of 38,007,450 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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