August 30, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549
Re: Rule 24f-2 Notice for
The 44 Wall Street Equity Fund, Inc.
Registration No. 2-67610 _
Dear Sirs:
Pursuant to Rule 24f-2 of the General Rules and Regulations under the
Investment Company Act of 1940, I have enclosed herewith for filing five copies
of the Rule 24f-2 Notice for The 44 Wall Street Equity Fund, Inc. (the "Fund"),
one copy of which has been manually signed. The Notice is accompanied by the
opinion of counsel required pursuant to Rule 24f-2(b)(1)(v) of the General
Rules and Regulations under the Investment Company Act of 1940.
No payment is enclosed, as no fee is payable because the aggregate
redemption prices of Fund shares exceeded the aggregate sales prices during
the fiscal year.
Also enclosed is a copy of this letter. Please indicate your
receipt of the enclosures thereon, and return the copy to me in the envelope
which I have provided.
Very truly yours,
Ruffen H. Cotton, Jr.
Enclosures
RULE 24f-2 NOTICE
FOR
THE 44 WALL STREET EQUITY FUND, INC.
For the Fiscal Year Ended June 30, 1995
(Registration No. 2-67610)
1. No shares of Common Stock which had been registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2 of the Rules and
Regulations under the Investment Company Act of 1940) remained unsold as of
the beginning of the Fund's fiscal year.
2. No shares of Common Stock were registered during fiscal 1995
other than pursuant to this section.
3. The number or amount of securities sold during fiscal 1995 was
34,909 shares of Common Stock.
4. The number or amount of securities sold during fiscal 1995 in
reliance upon registration under Rule 24f-2 was 34,909 shares of Common Stock.
Aggregate sale price for securities sold during fiscal 1995 in
reliance upon registration under Rule 24f-2. $ 212,291
Aggregate redemption price of securities redeemed during fiscal 1995,
none of which was previously used for reduction in filings made pursuant to
24e-2(a) and all of which is being used for such reduction under this Notice.
896,170
Excess (deficit) of sales prices over
redemption prices. ($ 683,879)
*No fee payable because the aggregate redemption price exceeded the
aggregate sale price.
THE 44 WALL STREET EQUITY FUND, INC.
By___________________________________
MARK D. BECKERMAN, President
Dated: August 29, 1995
August 29, 1995
THE 44 WALL STREET EQUITY FUND, INC.
26 Broadway, Suite 205
New York, New York 10004
Dear Sirs:
I have examined and am familiar with (1) the Articles of
Incorporation, (2) the By-Laws, (3) the form of certificate for shares of
Common Stock, par value $.001 per share, of The 44 Wall Street Equity Fund,
Inc. (the "Fund"), (4) the corporate proceedings taken to authorize the sale
of such shares, and (5) the filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of Post-Effective
Amendment No. 15 to the Fund's Registration Statement on Form N-1A. I also
have examined the report dated August 10, 1995 of McGladrey & Pullen, the
Fund's independent certified public accountants, concerning sales and
redemptions of Fund shares during the Fund's
fiscal year, and the Fund's Rule 24f-2 Notice pertaining to such shares.
On the basis of the foregoing, and having regard for the legal
considerations which I deem relevant, I am of the opinion that such shares,
the registration of which the Rule 24f-2 Notice makes definite in number,
were legally issued, fully paid and non-assessable.
THE 44 WALL STREET EQUITY FUND, INC.
August 29, 1995
Page 2 _
You have informed me that a copy of this opinion is required to be
filed with the Securities and Exchange Commission together with the Fund's
Rule 24f-2 Notice, and for that purpose I have enclosed an additional signed
copy of this opinion.
Very truly yours,
