U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read Instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
The Matterhorn Growth Fund, Inc.
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2. Name of each series or class of funds for which this notice is filed:
N/A
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3. Investment Company Act File Number: 811-03054
Securities Act File Number: 2-67610
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4. Last day of fiscal year for which this notice is filed:
June 30, 1997
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
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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: 0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
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9. Number and aggregate sales price of securities sold during the fiscal year:
293,687 Shares $1,875,190
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10. Number and aggregate sales price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
293,687 Shares $1,875,190
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11. Number and aggregate sales price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
As permitted by instruction B.7, DRIP shares are included in the
securities reported in Item 9.
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12. Calculation of registration fee:
(I) Aggregate sales price of securities sold
during the fiscal year in reliance on rule
24f-2 (from item 10): $1,875,190
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from Item 11, if applicable) +
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - $1,342,657
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(iv) aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable): +
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(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): $532,533
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6): x 0.00030303
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(vii) Fee due [line (I) or line (v) multiplied by
line (vi)]: $161.37
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Instructions: issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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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 the Informal and
Other Procedures 917 CFR 202.3a). [ X ]
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Date of mailing or wire transfer of file fees to the Commission's lockbox
depository:
August 27, 1997
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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 (Signature and Title)* /s/Rita Dam
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Rita Dam / Assistant Treasurer
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Date: August 26, 1997
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* Please print the name and title of the signing officer below the signature.
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PAUL, HASTINGS, JANOFSKY & WALKER LLP
555 South Flower Street
Los Angeles, California 90071
Telephone (213) 683-6000
August 26, 1997
The Matterhorn Growth Fund, Inc.
301 Oxford Valley Road
Suite 802B
Yardley, Pennsylvania 19067
Re: Rule 24f-2 Notice for Fiscal Year
Ended June 30, 1997
SEC File No. 2-67610
CIK No. 0000917125
Ladies and Gentlemen:
You have asked us to render an opinion to The Matterhorn
Growth Fund, Inc. (the "Fund") as to the matters described in Rule 24f-2(b)(1)
under the Investment Company Act of 1940 (the "Act"), which opinion you are
required to file with the Securities and Exchange Commission (the "Commission")
together with a Rule 24f-2 Notice for the fiscal year ended June 30, 1997 (the
"Notice").
With respect to factual matters in this opinion, we have
relied upon the accuracy of the representations made to us by the Assistant
Treasurer and Assistant Secretary of the Fund in certificates executed by them
and have not independently verified the accuracy of such factual information. We
have also examined originals or copies, certified or otherwise identified to our
satisfaction as being true copies, of those records of the Fund, certificates of
public officials, and other documents and matters as we have deemed necessary
for the purpose of this opinion. We have assumed without independent
investigation or verification the authenticity of the documents submitted to us
as originals and the conformity to the original documents of all documents
submitted to us as copies.
Upon the basis of the foregoing and in reliance thereon, and
in reliance upon such other matters as we deem relevant under the circumstances,
it is our opinion that the
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shares of beneficial interest of the Fund issued during the Fund's fiscal year
ended June 30, 1997, the registration of which shares the Notice makes definite
in number, are legally issued, fully paid and nonassessable.
We have not verified, are not passing upon and do not assume
any responsibility for the accuracy or completeness of the statements contained
in the Notice, or for the propriety of the filing of the Notice with the
Commission. Our opinion is limited to the Act and the laws of the State of
Maryland, and we express no opinion as to the applicability or effect of the
laws of any other jurisdiction.
This letter is furnished to you pursuant to your request and
to the requirements imposed upon you by Rule 24f-2(b)(1) under the Act and is
intended solely for your benefit for the purpose of completing the filing of the
Notice with the Commission. This letter may not be used for any other purpose or
furnished to or relied upon by any other persons, or including in any filing
made with any other regulatory authority, without our prior written consent.
Very truly yours,
s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
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THIS PAGE MUST BE KEPT AS THE LAST PAGE OF THE DOCUMENT.
SoftSolution Network ID: LA-BLD-B4722.16 Type: MISC
08/27/97 8:28 am
