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: LMH Fund, Ltd.
560 Hudson St., 2nd Fl.
Hackensack, NJ 17601
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2. Name of each series or class of funds for which this notice is filed:
Common Stock
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3. Investment Company Act File Number: 811-3758
Securities Act File Number: 2-84222
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4. Last day of fiscal year for which this notice is filed: 06-30-96
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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: N/A
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
Applicable (see Instruction A.6): N/A
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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 sale price of securities sold during the fiscal year:
7,512 $172,816.00
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<PAGE>
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10. Number and aggregate sale price of securities sold during the fiscal year In
reliance upon registration pursuant to rule 24f-2:
7,512 $172,816.00
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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):
(Included in Item 9 per Instruction B.7)
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12. Calculations of registration fee:
(i) Aggregate sale price securities sold during
The fiscal year in reliance on rule 24f-2 (from $172,816
Item 10):
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11.
If applicable): + 0
(iii) Aggregate price of shares redeemed or repuchased
during the fiscal year (if applicable): - 451,012
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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
(vi) Multiplier prescribed by Section 6(b) of the
securities Act of 1933 or other applicable law
or regulation (see (Instruction C.6): X 1/2900
(vii) Fee due [line (I) or line (v) multiplied by
line (vi): $ 0
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Instruction: Issuers should complete lines (ii), (iii), and (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
informal and Other Procedures (17 CFR 202.3a). N/a [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: N/A
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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/ Steven J. Paggioli,
Steven J. Paggioli, Assistant Treasurer
Date 08-23-96
*Please print the name and title of the signing officer below the signature.
<PAGE>
August 22, 1996
LMH Fund, Ltd.
560 Hudson Street, 2nd Floor
Hackensack, N.J. 07601
Dear Sirs:
LMH Fund, Ltd. (the "Corporation"), a Maryland corporation, is
filing with the Securities and Exchange Commission (the "Commission") a Rule
24f-2 Notice (the "Rule 24f-2 Notice") containing the information contained in
paragraph (b)(1) of Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "Rule"). The effect of the Rule 24f-2 Notice, when accompanied by
the filing fee, if any, payable as prescribed by paragraph (c) of the Rule and
by this opinion, will be to make definite in number the number of shares sold by
the Corporation during the fiscal year ended June 30, 1996 in reliance upon the
Rule (the "Rule 24f-2 Shares").
In recent years, we have furnished advice to the Corporation
only when consulted by management with respect to a particular matter. In
connection with the preparation of this opinion, we have examined copies, either
certified or otherwise proven to our satisfaction to be genuine, of its Charter
and By-laws, as currently in effect, and a certificate dated August 20, 1996,
issued by the Department of Assessments and Taxation of the State of Maryland,
certifying the existence and good standing of the Corporation. We have also
reviewed the form of the Rule 24f-2 Notice being filed by the Corporation.
The Corporation has advised us that the Rule 24f-2 Shares were
sold in the manner contemplated by the prospectus of the Corporation current at
the time of sale, and that the Rule 24f-2 Shares were sold in numbers within the
limits prescribed by the Corporation's Charter for a consideration not less than
the par value thereof as required by the laws of Maryland and not less than the
net asset value thereof as required by the Investment Company Act of 1940, as
amended.
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is legally existing
under the laws of the State of Maryland.
2. The Corporation is authorized to issue thirty million
(30,000,000) shares of capital stock. Under Maryland law (i) the
Board of Directors of the Corporation may
<PAGE>
LMH Fund, Ltd.
August 22, 1996
Page 2
increase or decrease the number of shares that the Corporation
has authority to issue, and (ii) shares which were issued and
which have subsequently been redeemed by the Corporation are,
by virtue of such redemption, restored to the status of
authorized and unissued shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid
and non-assessable.
We hereby consent to the filing of this opinion with the
Commission together with the Rule 24f-2 Notice of the Corporation, and to the
filing of this opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not
hold ourselves out as being conversant with the laws of any jurisdiction other
than those of the United States of America and the State of New York. We note
that we are not licensed to practice law in the State of Maryland, and to the
extent that any opinion herein involves the law of Maryland, such opinion should
be understood to be based solely upon our review of the documents referred to
above, the published statutes of the State of Maryland and, where applicable,
published cases, rules or regulations of regulatory bodies of that State.
Very truly yours,
Shereff, Friedman, Hoffman & Goodman, LLP
