August 9, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Babson-Stewart Ivory International Fund, Inc.
File Nos. 811-5386 and 33-17762
Sir or Madam:
This 24f-2 Notice is filed to make definite the shares sold by the Fund during
the fiscal year ended June 30, 1995.
(i) This notice is filed for the fiscal year ended June 30, 1995.
(ii) No shares were registered other than pursuant to the Rule at
the beginning of the fiscal year.
(iii) No shares were registered during the fiscal year other than
pursuant to Rule 24f-2.
(iv) Aggregate sales of shares of the series during the fiscal year
totaled $51,468,851.
*(v) Aggregate sales of shares of the series during the fiscal year
pursuant to this Rule were $51,468,851.
*Aggregate sales of shares $51,468,851
Total redemptions during the Fiscal Year 35,632,490
$15,836,361
Registration Fee: $5,460.85
All figures are computed at net asset value because Fund shares are sold
without sales charge.
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion of
counsel indicating that the securities, the registration of which this Notice
makes definite in amount, were legally issued, fully-paid and non-assessable.
Very truly yours,
P. Bradley Adams
Vice President and Treasurer
Enclosures
<PAGE>
John G. Dyer
Attorney at Law
Three Crown Center
2440 Pershing Road, Suite G-15
Kansas City, MO 64106
816-471-5200
August 10, 1995
Babson-Stewart Ivory International Fund, Inc.
Three Crown Center
2440 Pershing Road
Kansas City, MO 64108
Gentlemen:
Babson-Stewart Ivory International Fund, Inc. (the "Fund") is a
Corporation organized and existing under the laws of the State of
Maryland. I am currently acting as "in house" counsel for the
Fund, and it is in my capacity as in-house counsel to the Fund
that I am furnishing you with this opinion.
I have examined the Certificate of Incorporation of
Babson-Stewart Ivory International Fund, Inc., the Fund's
Registration Statement under the Securities Act of 1933, and the
Fund's Registration Statement under the Investment Company Act of
1940, as amended, both on Form N-1A; and such other documents,
including the minutes of Directors and shareholders meetings,
which I deem necessary or appropriate to this opinion.
The Fund is currently authorized to issue 10,000,000 shares of
common capital stock all of one class. Each share has a par value
of one dollar ($1.00) per share.
As of the close of the Fund's last fiscal year, June 30, 1995,
there were outstanding approximately 4,051,764 shares of common
capital stock.
Pursuant to Rule 24f-2, the Fund has requested this opinion in
order to comply with the notice requirement of the said Rule and
for the purpose of registering under the Securities Act of 1933,
shares of common capital stock having a value of $51,468,851 sold
by the fund during its most recent fiscal year ended June 30,
1995. Such shares were sold in accordance with the Fund's method
of distributing its registered shares whereby currently effective
prospectuses are made available for delivery to offerees and
purchasers of shares in accordance with Section 5(b) of the
Securities Act of 1933.
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<PAGE>
Babson-Stewart Ivory International Fund, Inc.
August 10, 1995
Based upon the foregoing information and examination, it is my
opinion that the Fund is a valid and subsisting Corporation under
the laws of the State of Maryland, that the proposed registration
of the shares of common capital stock having a value of
$51,468,851 is proper, that such shares, which were issued for a
consideration which was deemed by the Board of Directors
consistent with the Certificate of Incorporation, are legally
issued, fully-paid,and non-assessable shares, and that the
holders of such shares have all the rights provided for with
respect to such shares by the Certificate of Incorporation and
the laws of the State of Maryland.
I hereby consent to the use of this opinion as an exhibit to the
Notice under Rule 24f-2 of the Fund, covering the registration of
the said shares under the Securities Act and the applications and
registration statements, and amendments thereto, filed in
accordance with the securities laws of the several states in
which shares of the Fund are offered, and I further consent to
reference in the Prospectus of the fund to the fact that this
opinion concerning the legality of the issue has been rendered by
me.
Sincerely,
John G. Dyer
John G. Dyer
JGD/com
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