[IN-PROCESS] F2AALF AT FINAL Y N
Rule 24f-2 Notice
AMERICAN LEADERS FUND, INC.
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 2-29786
(i) fiscal period for which notice is filed March 31, 1995
(ii) The number or amount of securities of the
same class or series, if any, which had
been registered under the Securities Act
of 1933, other than pursuant to Rule 24f-2
but which remained unsold at April 1, 1994,
the beginning of the Registrant's fiscal
period -0-
(iii) The number or amount of securities, if
any, registered during the fiscal period
of this notice other than pursuant to
Rule 24f-2 575,449 575,449
(iv) The number or amount of securities
sold during the fiscal period of this
notice 8,792,239
(v) The number or amount of securities sold
during the fiscal period of this notice
in reliance upon registration pursuant
to Rule 24f-2 (see attached Computation
of Fee) 8,216,790
WITNESS the due execution hereof this 15th day of May, 1995.
By: /s/Charles H Field
Charles H. Field
Assistant Secretary
COMPUTATION OF FEE
1. Actual aggregate sale price of Registrant's
securities sold pursuant to Rule 24f-2 during
the fiscal period for which the 24f-2 notice
is filed (see Section v) $124,130,406
2. Reduced by the difference between:
(a) actual aggregate redemption price
of such securities redeemed by the
issuer during the fiscal period for
which the 24f-2 notice is filed $54,123,894
(b) actual aggregate redemption price
of such redeemed securities
previously applied by the issuer
pursuant to Section 24e(2)(a) for
the fiscal period for which the
24f-2 notice is filed -0- $54,123,894
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based $70,006,512
FEE SUBMITTED (1/29 of 1% of Total amount) $24,140
Federated Administrative
Services
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
May 15, 1995
American Leaders Fund, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for American Leaders Fund, Inc. ("Corporation") to be filed in respect
of shares of the Corporation ("Shares") sold for the fiscal year ended March
31, 1995, pursuant to the Corporation's registration statement filed with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933
(File No. 2-29786) ("Registration Statement").
In its Registration Statement, the Corporation elected to register an
indefinite number of shares pursuant to the provisions of Investment Company
Act Rule 24f-2.
As counsel I have participated in the preparation and filing of the
Corporation's amended Registration Statement under the Securities Act of 1933.
Further, I have examined and am familiar with the provisions of the Articles
of Incorporation dated January 22, 1968 ("Articles of Incorporation"), the
Bylaws of the Corporation and such other documents and records deemed
relevant. I have also reviewed questions of law and consulted with counsel
thereon as deemed necessary or appropriate by me for the purposes of this
opinion.
On the basis of the foregoing, it is my opinion the Shares sold for the
fiscal year ended March 31, 1995, registration of which the Rule 24f-2 Notice
makes definite in number, were legally issued, fully paid and non-assessable
by the Corporation.
I hereby consent to the filing of this opinion as an exhibit to the Rule
24f-2 Notice referred to above, the Registration Statement of the Corporation
and to any application or registration statement filed under the securities
laws of any of the States of the United States.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of Maryland, and I am expressing no opinion
as to the effect of the laws of any other jurisdiction.
Very truly yours,
/s/ Charles H. Field
Charles H. Field
Fund Attorney
