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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
1. Name and address of issuer:
The One Hundred Fund, Inc.
210 University Boulevard, #900
Denver, CO 80206
2. Name of each series or class of funds for which this notice is
filed:
3. Investment Company Act File Number: 811-1382
Securities Act File Number: 2-25384
4. Last day of fiscal year for which this notice is filed:
September 30, 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):
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 remain
unsold at the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
38,570,933.858 shares; $624,008,647
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
38,570,933.858 shares; $624,008,647
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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):
0 shares; None
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):
$ 624,008,647
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 0
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(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- 999,228,626
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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):
x 1/2900
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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:
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)* Kevin R. Fay
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Kevin R. Fay
Vice President, Secretary and Treasurer
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Date 11-21-95
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*Please print the name and title of the
signing officer below the signature.
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[LETTERHEAD OF DAVIS, GRAHAM & STUBBS, L.L.C. APPEARS HERE]
November 21, 1995
The One Hundred Fund, Inc.
210 University Boulevard, Suite 900
Denver, Colorado 80206
Re: Public Offering of Shares of Capital Stock; The
One Hundred Fund, Inc.
Ladies and Gentlemen:
We have acted as counsel for The One Hundred Fund, Inc.
(the "Fund") in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration
Statement (File No. 2-25384) under the Securities Act of 1933 on
Form N-1A, and amendments thereto, with respect to the offer and
sale of shares of Capital Stock ($0.01 par value) of the Fund
(the "Capital Stock"), including the Form 24F-2 for the fiscal
year ended September 30, 1995, registering 38,570,933.858 shares
of Capital Stock pursuant to such Registration Statement, as
amended, in accordance with Rule 24f-2 under the Investment
Company Act of 1940.
We have examined the Articles of Incorporation and
Bylaws of the Fund, as amended, the proceedings of its Board of
Directors relating to the authorization, issuance and proposed
sale of the Capital Stock and such other records and documents as
we have deemed relevant. Based upon such examination, it is our
opinion that upon the issuance and sale of the 38,570,933.858
shares of Capital Stock in the manner contemplated by the
aforesaid Registration Statement, as amended, such shares were
validly issued, fully paid and nonassessable outstanding shares
of Capital Stock of the Fund.
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The One Hundred Fund, Inc.
November 21, 1995
Page 2
We hereby consent to the filing of this opinion in
connection with the aforesaid Form 24F-2 for The One Hundred
Fund, Inc.
Very truly yours,
DAVIS, GRAHAM & STUBBS, L.L.C.
