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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: SCHAFER VALUE FUND, INC.
645 FIFTH AVENUE
NEW YORK, NEW YORK 10022
2. Name of each series or class of funds for which this notice
is filed:
NOT APPLICABLE
3. Investment Company Act File Number: 811-4384
Securities Act File Number: 2-99752
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:
o
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
9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER: 2,185,443
AMOUNT: $86,479,502
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 2,185,443
AMOUNT: $86,479,502
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: 119,966
AMOUNT: $3,972,087
12. Calculation of registration fee:
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(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule
24f-2 (from Item 10):
$86,479,502
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans
(from Item 11, if applicable):
+3,972,087
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if
applicable):
-15,553,119
(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):
74,898,470
(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
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
25,827.06
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).
oxx
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
NOVEMBER 15, 1995
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/ David K. Schafer______
David K. Schafer
President
Date November 15, 1995
*Please print the name and title of the signing officer below
the signature.
secexcom.sam
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[letterhead of Ballard Spahr Andrews & Ingersoll]
November 15, 1995
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Re: Schafer Value Fund, Inc.
Ladies and Gentlemen:
We have served as Maryland counsel to Schafer Value 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 the 2,305,409 shares of Common Stock, $.10 par value
per share (the "Common Stock"), of the Company issued and sold
by the Company during its fiscal year ended September 30, 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 Bylaws of the Company, 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
November 15, 1995
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 certificate executed by Brendan J. Spillane, Secretary of
the Company,
dated November 15, 1995;
7. A specimen certificate representing shares of Common Stock,
certified as
of a recent date by the
Secretary of the Company; 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 of the parties (other than the Company) executing any
of the Documents has duly and validly executed and delivered
each of the Documents to which such party is a signatory, and
such party's obligations set forth therein are legal, valid, and
binding and are enforceable in accordance with all stated terms
except as limited (a) by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws relating to or
affecting the enforcement of creditors' rights or (b) by general
equitable principles.
2. Each individual executing any of the Documents on behalf of
a party (other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents is legally
competent to do so.
4. 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 such
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.
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For purposes of this opinion, we have 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 approved by the Board of Directors 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.
The phrase "known to us" is limited to the actual knowledge of
the lawyers at our firm who have been engaged in the performance
of 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 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 filing of this opinion with the
Securities and Exchange Commission as an attachment 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
sidnaus.sam
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[letterhead of Sidley & Austin]
November 15, 1995
Schafer Value Fund, Inc. 645 Fifth Avenue New York, New York
10022
Ladies and Gentlemen:
As counsel for Schafer Value 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
2,305,409 shares (the "Shares") of capital stock, par value $.10
per share, of the Fund which were issued and sold by the Fund
during its fiscal year ended September 30, 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 September 30, 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.
Schafer Value Fund, Inc. November 15, 1995 Page 2
This opinion is limited to the federal laws of the United States
of America and the States of Illinois and Maryland.
Very truly yours,
/s/Sidley & Austin
Enc.
scfvalfd.sam
