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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.
1. Name and address of issuer: MATHERS FUND, INC.
100 CORPORATE NORTH
SUITE 201
BANNOCKBURN, IL 60015
2. Name of each series or class of funds for which this notice is filed:
NOT APPLICABLE
3. Investment Company Act File Number: 811-1311
Securities Act File Number: 2-23727
4. Last day of fiscal year for which this notice is filed:
DECEMBER 31, 1995
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):
NOT APPLICABLE
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
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 sale price of securities sold during the
fiscal year:
NUMBER: 643,947
AMOUNT: 9,020,429
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
NUMBER: 643,947
AMOUNT: 9,020,429
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):
NUMBER: 799,972
AMOUNT: 10,999,615
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):
$9,020,429
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+10,999,615
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
-20,020,044
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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):
+ 0
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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):
0
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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):
x1/2900
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
0
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Instruction: 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.
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:
NOT APPLICABLE
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/ Henry G. Van der Eb, Jr.
-----------------------
Henry G. Van der Eb, Jr.,
Chairman
Date February 27, 1996
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*Please print the name and title of the signing officer
below the signature.
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[LETTERHEAD OF SIDLEY & AUSTIN]
February 27, 1996
Mathers Fund, Inc.
100 Corporate North
Suite 201
Bannockburn, IL 60015
Ladies and Gentlemen:
As counsel for Mathers Fund, Inc. (the "Fund"), we are
familiar with the corporate proceedings and such other legal matters as we deem
relevant with respect to the issuance of 1,443,919 shares (the "Shares") of
capital stock, par value $1.00 per share, of the Fund which were issued and
sold by the Fund during its fiscal year ended December 31, 1995 and the
registration of which under the Securities Act of 1933, as amended (the "Act"),
is to be made definite by the filing by the Fund of a Form 24F-2 dated the
date hereof with the Securities and Exchange Commission pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended.
Based on the foregoing, and in reliance as to all matters of
Maryland law on the opinion of Ballard Spahr Andrews & Ingersoll, a copy of
which is attached hereto, it is our opinion that the Shares are validly issued,
fully paid and nonassessable. Our opinion is subject to all of the
qualifications, limitations and assumptions set forth in the opinion of Ballard
Spahr Andrews & Ingersoll.
For purposes of this opinion, we have assumed that all Shares
issued by the Fund in its fiscal year ended December 31, 1995 were issued and
sold in exchange for the consideration, paid in cash or by reinvestment of
distributions, authorized by the Board of Directors of the Fund.
We hereby consent to the filing of this opinion with the
above-mentioned Form 24F-2. In giving this consent, we do not concede that we
are experts within the meaning of the Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Act.
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Mathers Fund
February 27, 1996
Page 2
This opinion is limited to the federal laws of the United
States of America and the laws of the States of Illinois and Maryland.
Very truly yours,
/s/ Sidley & Austin
Encl.
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[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
FILE NUMBER
668643
February 27, 1996
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Re: Mathers Fund, Inc.
Ladies and Gentlemen:
We have acted as Maryland counsel to Mathers Fund, Inc., a
Maryland corporation (the "Company"), and you have asked us to provide our
opinion under Maryland law with respect to the issuance of 1,443,919 shares of
Common Stock, $1.00 par value per share (the "Shares"), by the Company during
its fiscal year ended December 31, 1995 (the "Fiscal Year"), the registration
of which under the Securities Act of 1933, as amended (the "1933 Act"), is to
be made definite by a notice dated the date hereof to be filed by the Company
with the Securities and Exchange Commission pursuant to its Rule 24f-2 ("Form
24F-2").
In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The charter of the Company, certified as of a recent
date by the State Department of Assessments and Taxation of Maryland (the
"SDAT");
2. The Amended and Restated Bylaws of the Company, as
amended, certified as of a recent date by the Secretary of the Company;
3. All resolutions adopted by the Board of Directors of
the Company authorizing the sale and issuance of the Shares of the Company
during the Fiscal Year, certified as of a recent date by the Secretary of the
Company;
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Sidley & Austin
February 27, 1996
Page 2
4. A certificate as of a recent date of the SDAT as to the
good standing of the Company;
5. Form 24F-2;
6. A specimen certificate representing shares of Common
Stock, certified as of a recent date by the Secretary of the Company;
7. A certificate executed by Anne E. Morrissy,
Secretary of the Company, dated February 27, 1996; and
8. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth in this letter,
subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed,
and so far as is known to us there are no facts inconsistent with, the
following:
1. Each individual executing any of the Documents on
behalf of a party (other than the Company) is duly authorized to do so.
2. Each individual executing any of the Documents is
legally competent to do so.
3. All Documents submitted to us as originals are
authentic. All Documents submitted to us as certified or photostatic copies
conform to the original documents. All signatures on all Documents are
genuine. All public records reviewed or relied upon by us or on our behalf are
true and complete. All statements and information contained in the Documents
are true and complete.
For purposes of this opinion, we have also assumed that (1)
all Shares issued by the Company during the Fiscal Year were issued and sold
after the effective date of the Company's Registration Statement on Form N-1A,
as amended, with respect to the Shares and in exchange for the consideration,
paid in cash or by reinvestment of distributions, as authorized by the Board of
Directors of the Company, of not less than the net asset value of such Shares
computed in accordance with the charter of the Company and (2) at no time in
the Fiscal Year did the number of shares issued and outstanding exceed the
number of shares the Company is authorized to issue pursuant to its charter.
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Sidley & Austin
February 27, 1996
Page 3
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that the Shares
issued by the Company during the Fiscal Year are validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the laws of the State of
Maryland and we do not express any opinion herein concerning any other law. We
express no opinion as to compliance with the securities (or "blue sky") laws or
the real estate syndication laws of the State of Maryland or as to federal or
state law regarding fraudulent transfers. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or
if we become aware of any fact that might change the opinion expressed herein
after the date hereof.
We hereby consent to the attachment of this opinion to your
opinion of even date herewith to be filed with Form 24F-2. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
This opinion is being furnished to you solely for your
benefit. Accordingly, except as noted above, it may not be relied upon by,
quoted in any manner to, or delivered to any other person or entity without, in
each instance, our prior written consent.
Very truly yours,
/s/ BALLARD SPAHR ANDREWS & INGERSOLL
