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.
- ------------------------------------------------------------------------------
1. Name and address of issuer: The Rodney Square International Securities
Fund, Inc.
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
- ------------------------------------------------------------------------------
2. Name of each series or class of The Rodney Square International
funds for which this notice is Equity Fund
filed:
- ------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-5255
Securities Act File Number: 33-16056
- ------------------------------------------------------------------------------
4. Last day of fiscal year for which
this notice is filed: July 31, 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): 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: 4,048,656/$49,434,090
- ------------------------------------------------------------------------------
8. Number and amount of securities
registered during the fiscal year
other than pursuant to rule 24f-2: 744,011/$9,612,618
- ------------------------------------------------------------------------------
9. Number and aggregate sale price of
securities sold during the fiscal
year: 56,628/$692,588
- ------------------------------------------------------------------------------
10. Number and aggregate sale price of
securities sold during the fiscal
year in reliance upon registration
pursuant to rule 24f-2: 56,628/$692,588
- ------------------------------------------------------------------------------
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): 19,826/$239,890
- ------------------------------------------------------------------------------
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): $ 692,588
--------------
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if
applicable): + 239,890
--------------
(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year (if
applicable): - 932,478
--------------
(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): 0
--------------
(vi) Multiplier prescribed by
Section 6(b) of the
Securities Act of 1933 or
other applicable law or
regulation (see Instruction
C.6): X
--------------
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 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 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 Commission's
lockbox depository: N/A
- ------------------------------------------------------------------------------
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)*
-----------------------------
Date:
-----------------
* Please print the name and title of the signing officer below the
signature.
[K&L Letterhead]
September 17, 1996
Dear Sir or Madam:
Rodney Square International Securities Fund, Inc. (the
"Company") is organized as a Maryland corporation. The
Company currently consists of a single portfolio: Rodney
Square International Equity Fund. We understand that the
Company is about to file a Rule 24f-2 Notice pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as
amended, for the purpose of making definite the number of
shares of the Company's common stock which it has registered
under the Securities Act of 1933, as amended, and which were
sold during the period from November 1, 1995 through the
Company's liquidation date of July 31, 1996.
We have, as counsel, participated in various business
and other matters relating to the Company. We have examined
copies, either certified or otherwise proved to be genuine,
of the Articles of Incorporation and By-Laws of the Company,
the minutes of the meetings of the board of directors and
other documents relating to the organization and operation
of the Company, and we generally are familiar with its
business affairs. Based on the foregoing and assuming that
the shares were issued in compliance with federal and state
securities laws, it is our opinion that the shares of common
stock of the Company sold during period from November 1,
1995 through the Company's liquidation date of July 31,
1996, the registration of which will be made definite by the
filing of the Rule 24f-2 Notice, were legally issued, fully
paid and nonassessable.
We hereby consent to this opinion accompanying the Rule
24f-2 Notice which you are about to file with the Securities
and Exchange Commission.
Very truly yours,
KIRKPATRICK & LOCKHART, LLP
By: /s/ Arthur J. Brown
Arthur J. Brown
