FORM 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 23f-2
1. Name and Address of Issuer:
Philadelphia Fund, Inc.
1200 North Federal Highway #424
Boca Raton, FL 33432
2. Name of each series or class of funds for which this notice is filed:
Philadelphia Fund, Inc.
3. Investment Company Act File Number: 811-00505
Securities Act File Number: 2-10698
4. Last day of fiscal year for which this notice is filed: November 30, 1995
5. Check box if this notice is being file 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)(I), if
applicable (see Instruction A6): 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: -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 of shares: 54,667
Aggregate sales price: $373,567
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number of shares: 54,667
Aggregate sales price: $373,567
11. Number and aggregate sale price of securities sold during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B7):
Number of shares: 219,150
Aggregate sales price: $1,467,768
12. Calculation of registration fee:
(i) Aggregate sales price of securities sold
during the fiscal year in reliance on rule
24f-2(from Item 10): $ 373,567
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 1,467,768
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 8,627,470
(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): (6,786,135)
(vi) Multiplier prescribed by section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C6): x 1/2900
----------
(vii) Fee due[line (i) or line (v)]: 0
==========
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 C3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rule of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
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/Ronald F. Rohe
------------------------------
Ronald F. Rohe, Treasurer
Date: January 23, 1996
*Please print the name and title of the signing officer below the signature.
<PAGE>
________________
STRADLEY
RONON
STEVENS
& YOUNG, LLP
- ----------------
Attorneys At Law
Great Valley Corporate Center
30 Valley Stream Parkway
Malvern, Pennsylvania 19355-1481
(610)640-5800
Fax: (610)640-1965
- ----------
Direct Dial (610) 640-5801
January 18, 1996
Philadelphia Fund, Inc.
Suite 424
1200 North Federal Highway
Boca Raton, FL 33432
Gentlemen:
You have informed us that, in accordance with Rule 24f-2 under
the Investment Company Act of 1940, as amended (the "1940 Act").
Philadelphia Fund, Inc., a Maryland corporation (the "Fund"),
intends to file a Rule 24f-2 Notice with the United States
Securities and Exchange Commission (the "SEC"), setting forth,
among other things, that during the period beginning December 1,
1994 and ending November 30, 1995, the Fund's most recently
ended fiscal year, the Fund, having elected to register an
indefinite number of shares of common stock, sold 273,816.992
shares of common stock registered under the Securities Act of
1933 ("1933 Act") pursuant to such rule for such period. You
have also informed us that all such shares were issued in
accordance with the provisions relating thereto and the
registration statement filed by the Fund under the 1933 Act.
We have acted as legal counsel to the Fund during the period
of time referred to above and, as such, have reviewed the
Articles of Incorporation of the Fund, its by-laws, the
registration statement it has filed with the SEC under the 1940
and 1933 Acts and such minutes of the corporation proceedings
and other documents as we deem material to our opinion.
Based on the foregoing, we are of the opinion that the
273,816.992 shares of common stock described in the Rule 24f-2
Notice as having been sold under such rule during the period
beginning December 1, 1994 and ending November 30, 1995 were
fully-paid non assessable and legally issued shares of common
stock.
<PAGE>
Philadelphia Fund, Inc.
January 18, 1996
Page 2
We hereby consent to the filing of this opinion with the SEC
as an exhibit or an accompaniment to the aforementioned Rule
24f-2 Notice and as an exhibit to the Fund's amendments to its
registration statement under the 1933 and 1940 Acts and to the
reference to us in the prospectus of the Fund as legal counsel
who have passed upon the legality of the offering of such shares
of common stock. We also consent to the filing of this opinion
with the securities regulatory agencies in the states and other
jurisdictions in which such shares of common stock are offered
for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By:/s/Stephen W. Kline
--------------------------------
Stephen W. Kline
SWK/cgm
