February 19, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for MSB Fund, Inc.
File No. 2-22542
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
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: MSB Fund, Inc.
26 Broadway, Suite 400
New York, NY 10004
2. Name of each series or class of funds for which this notice is filed:
MSB Fund, Inc., Class A Stock
3. Investment Company Act File Number: 811-1273
Securities Act File Number: 2-22542
4. Last day of fiscal year for which this notice is filed: December 31, 1996
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: N/A
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: N/A
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 250,675
Sale Price: $3,615,528
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 250,675
Sale Price: $3,615,528
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Number: 254,416
Sale Price: $3,747,528
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): $ 3,615,528
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 3,747,528
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 4,889,231
(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
(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): $ 2,473,825
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 749.64
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).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 13, 1997
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: /s/Jay F. Nusblatt
Jay F. Nusblatt
Treasurer
Date: February 10, 1997
Hughes Hubbard & Reed LLP One Battery Park Plaza
New York, New York 10004-1482
Telephone: 212-837-6000
Facsimile: 212-422-4726
February 13, 1997
M.S.B. Fund, Inc.
200 Park Avenue, 15th Floor
New York, New York 10166
Dear Sirs:
You have requested our opinion in connection with the attached Rule 24f-2
Notice (the "Notice") for M.S.B. Fund, Inc., a New York corporation (the
"Fund"), making definite in number the 505,091 shares (the "Shares") of
capital stock of the Fund, par value $0.001 per share, registered under
the Securities Act of 1933 for the fiscal year ended December 31, 1996
pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The law covered by the opinion set forth below is limited to the New York
Business Corporation Law.
We have considered such matters of law and fact as we have deemed appropriate
as a basis for the opinion set forth below, and, as to matters of fact,
including without limitation, the number of shares sold during 1996, the
consideration received therefor and the number of shares outstanding as of
December 31, 1996 and during the year then ended, we have relied solely upon
a copy of the certificate of incorporation of the Fund certified by the
Secretary of State of the State of New York, a certificate of the
Administrative Agent, Registrar and Transfer Agent of the Fund and a
certificate of good standing issued by the Secretary of State of the State of
New York. Based upon and subject to the foregoing, we are of the opinion
that the Shares were legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Notice.
Very truly yours,
/s/HUGHES HUBBARD & REED LLP
HUGHES HUBBARD & REED LLP
