THE LAW OFFICES OF
MARTIN V. MILLER
10 EAST COURT STREET
DOYLESTOWN, PA 18901
January 25, 1996
United States Securities and Exchange Commission
Office of Filings and Information Services
6432 General Green Way (Mail Stop 0-7)
Alexandria, VA 22312
Re: The Kaufmann Fund, Inc.
File No. 2-28049
CIK No. 0000054771
Commissioners:
Enclosed is Form 24f-2 for the captioned Fund showing sales of Fund
shares during 1995 as increased by dividend reinvestments and reduced by
redemptions.
Registration fee in the amount of $311,099.76 has been wired to
the Securities & Exchange Commission on February 5, 1996 and is
restricted.
Very truly yours,
/s/ Martin V. Miller
Martin V. Miller
MVM:bp
Enclosures
<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: The Kaufmann Fund, Inc., 140 East
45th Street, 43rd Floor, New York, NY 10017
_________________________________________________________________
2. Name of each series or class of funds for which this notice is
filed: Common Capital Stock
_________________________________________________________________
3. Investment Company Act File Number: 811-1587
Securities Act File Number: 2-28049
_________________________________________________________________
4. Last day of fiscal year for which this notice is filed: 12/31
_________________________________________________________________
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. [ ]
_________________________________________________________________
6. Date of termination of issuer's declaration under Rule 24f-
2(a)(1), if applicable (see Instruction A.6):
_________________________________________________________________
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:
_________________________________________________________________
8. Number and amount of securities registered during the fiscal
year other than pursuant to Rule 24f-2:
_________________________________________________________________
9. Number and aggregate sale price of securities sold during the
fiscal year: 290,667,554 shares - $1,280,126,225.
_________________________________________________________________
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
290,667,554 shares - $1,280,126,225.
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7): 10,762,711 shares - $53,274,117.
_________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on Rule 24f-2 (from Item 10): $1,280,126,225.
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+ 53,274,117.
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 431,211,029.
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to Rule
24e-2 (if applicable): N/A
(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): $902,189,313.
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see Instruction
C.6):
x 1/29th of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 311,099.76
______________________
_________________________________________________________________
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 Informal and Other Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository.
_________________________________________________________________
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/ Lawrence Auriana
___________________________
Lawrence Auriana
Vice President
Date: January 29, 1996
<PAGE>
LAW OFFICES OF
MARTIN V. MILLER
10 EAST COURT STREET
DOYLESTOWN, PA 18901
(215) 345-7110
January 23, 1996
The Kaufmann Fund, Inc.
140 E. 45th Street - 43rd Floor
New York, NY 10017
Gentlemen:
PREFACE
On January 30, 1992, the Board of Directors of The Kaufmann Fund, Inc., a
New York corporation ("Kaufmann NY"), authorized the reorganization of Kaufmann
NY as a Maryland corporation by means of a merger of Kaufmann NY into a Maryland
corporation to be formed for the purpose. On July 1, 1992, the shareholders of
Kaufmann NY approved the reorganization. Articles of merger were filed on
February 9, 1992 with the Secretary of State of New York and with the Department
of Assessments and Taxation of the State of Maryland to complete the merger and
the merger was completed on that date.
On January 14, 1993, the Board of Directors of The Kaufmann Fund, Inc., a
Maryland corporation, (Kaufmann MD") adopted the Investment Company Act of 1940
registration statement of Kaufmann NY and on February 9, 1993, Post-Effective
Amendment No. 37 to the registration statement of Kaufmann NY became effective
which was filed pursuant to Rule 414 under the Securities Act of 1933 in order
that the registration statement of Kaufmann NY should be deemed the registration
statement of its successor, Kaufmann MD, in order that the securities offering
might be continued.
INQUIRY
I have examined the Articles of Incorporation, as amended, of Kaufmann MD;
the By-Laws, as amended, of Kaufmann MD; documents evidencing various pertinent
corporate proceedings and such other items considered to be material, including
the merger documents referred to above.
I have examined the Securities Act Registration Statement of Kaufmann NY,
as amended, from time to time, to increase the number of registered shares and,
in particular, Post-Effective Amendment No. 31 to Kaufmann NY's Securities Act
Registration Statement, which became effective on May 9, 1988.
In Post-Effective Amendment No. 31, Kaufmann NY elected, pursuant to the
provisions of Rule 24f-2 under Section 24(f) of the Investment Company Act of
1940 (the "1940 Act"), to register an indefinite number of shares by amending
its Securities Act Registration Statement to declare that to the number or
amount of the same class or series presently registered was added in indefinite
number or amount of such securities. This election is still in effect; the most
recent Rule 24F-2 Notice having been filed with the Securities and Exchange
Commission ("SEC") on January 30, 1995.
I have examined Post-Effective Amendment No. 37 to the Registration
Statement of Kaufmann NY which was prepared and filed with the SEC for the
purpose of adoption by Kaufmann MD of the Securities Act of 1933 Registration
Statement of Kaufmann NY pursuant to the provisions of Rule 414 under the
Securities Act of 1933. The registration statement of the predecessor fund is
deemed the registration statement of the successor fund in a transaction
described in Rule 414 per Rule 24-f-2(b)(3)(i).
OPINION
Based upon my examination, it is my opinion that Kaufmann MD is a validly
organized and subsisting corporation of the State of Maryland and that it is
legally authorized to issue shares of its $.10 cent par value common capital
stock at prices determined as described in Kaufmann MD's currently effective
prospectus and statement of additional information and upon satisfaction of
applicable state securities laws and upon payment of the full purchase price,
any shares so issued will be legally issued, fully paid and non-assessable
stock of Kaufmann MD.
I consent to the inclusion of this opinion as an Exhibit to the Rule 24-F-2
Notice (1995) of Kaufmann MD.
Very truly yours,
/s/ Martin V. Miller
MVM:bp Martin V. Miller
