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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: STRONG 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, 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 (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: 6,009,482
AMOUNT: $270,574,644
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
NUMBER: 6,009,482
AMOUNT: $270,574,644
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: 151,671
AMOUNT: $6,479,401
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):
$270,574,644
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+6,479,401
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(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
-76,034,374
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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):
201,019,671
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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):
x1/3300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$60,915.06
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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).
[x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
NOVEMBER 22, 1996
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
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David K. Schafer
President
Date: November 22, 1996
*Please print the name and title of the signing officer below the
signature.
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[SIDLEY & AUSTIN LETTERHEAD]
November 22, 1996
Strong Schafer Value Fund, Inc.
645 Fifth Avenue
New York, New York 10022
Ladies and Gentlemen:
As counsel for Strong 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 6,161,153 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, 1996 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, 1996 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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Strong Schafer Value Fund, Inc.
November 22, 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
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Enc.
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[letterhead of Ballard Spahr Andrews & Ingersoll]
November 22, 1996
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Re: Strong Schafer Value Fund, Inc.
Ladies and Gentlemen:
We have served as Maryland counsel to Strong 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
6,161,153 shares (the "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, 1996 (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 Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "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;
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Sidley & Austin
November 22, 1996
Page 2
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;
4. A certificate as of a recent date of the SDAT as to
the good standing of the Company;
5. The Form 24F-2;
6. A certificate executed by Brendan J. Spillane,
Secretary of the Company, dated November 22, 1996;
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,
whether on behalf of such individual or another person, is legally competent to
do so.
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Sidley & Austin
November 22, 1996
Page 3
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. There have been no modifications of or
amendments to the Documents and there has been no waiver of any of the
provisions of the Documents, by action or conduct of the parties or otherwise.
5. 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 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,
without independent inquiry, of the lawyers at our firm who have 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 substantive laws of
the State of Maryland and we do not express any opinion herein concerning any
other law. We express no opinion as to the effect or applicability of any
federal or state securities laws, including the securities laws of the State of
Maryland, or as to any 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.
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Sidley & Austin
November 22, 1996
Page 4
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 the 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
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