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 THE FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer: The Rodney Square International
Securities Fund, Inc.
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
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2. Name of each series or class of The Rodney Square International
funds for which this notice is Equity Fund
filed:
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3. Investment Company Act File Number: 811-5255
Securities Act File Number: 33-16056
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4. Last day of fiscal year for which
this notice is filed: October 31, 1995
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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 I---I
declaration: I I
I---I
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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: 4,048,656/$49,434,090
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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: 219,948/$2,630,182
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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: 0
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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): 108,347/$1,239,487
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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): 0
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if
applicable): + 1,239,487
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(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year (if
applicable): - 1,239,487
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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.
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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 I---I
Procedures (17 CFR 202.3a). I I
I---I
Date of mailing or wire transfer
of filing fees to 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/ Marilyn Talman
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Marilyn Talman, Secretary
Date: December 21, 1995
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* Please print the name and title of the signing officer below the
signature.
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KIRKPATRICK & LOCKHART LLP
--------------------------
SOUTH LOBBY, NINTH FLOOR
1800 M STREET, N.W.
WASHINGTON, DC 20036-5891
TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
ARTHUR J. BROWN
(202) 778-9046
[email protected]
December 20, 1995
The Rodney Square International
Securities Fund, Inc.
Rodney Square North
Wilmington, Delaware 19890
Dear Sir or Madam:
The Rodney Square International Securities Fund, Inc.
("Registrant") was incorporated in Maryland on July 24, 1987. We
understand that the Registrant is about to file a Rule 24f-2
Notice for its only series, The Rodney Square International Equity
Fund ("Fund"), pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended ("1940 Act"), for the purpose of making
definite the number of shares which are registered for the
Registrant under the Securities Act of 1933, as amended ("1933
Act"), and which were sold by the Registrant during its fiscal
year ended October 31, 1995.
We have, as counsel, participated in various business and
other proceedings relating to the Registrant and the Fund. We
have examined copies, either certified or otherwise proved to be
genuine, of the Registrant's Articles of Incorporation and By-Laws,
as now in effect, the minutes of meetings of its Board of
Directors and other documents relating to its organization and
operation, and we are generally familiar with its corporate
affairs.
Based upon the foregoing, it is our opinion that the shares of
capital stock of the Fund sold during the fiscal year ended
October 31, 1995, the registration of which will be made definite
by the filing of a Rule 24f-2 Notice, were legally issued, fully
paid and non-assessable. We express no opinion as to compliance
with the 1933 Act, the 1940 Act or applicable state securities
laws in connection with the sales of shares of Registrant's
capital stock.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and
Exchange Commission. We also consent to the reference to our firm
under the caption "Other Information - Legal Counsel,, in the
statement of additional information incorporated by reference into
the prospectus of the Fund, filed as part of the Registrant's
registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Arthur Brown
---------------------------------
Arthur J. Brown
