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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
1. Name and address of issuer:
ASM Fund, Inc.
15438 N. Florida Avenue
Tampa, FL 33613
2. Name of each series or class of funds for which this notice is filed:
ASM Fund, Inc.
3. Investment Company Act File Number: 811-6187
Securities Act File Number: 33-36454
4. Last day of fiscal year for which this notice is filed:
October 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:
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:
None
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
$49,737,731
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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:
$49,737,731
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestments plans, if applicable
(see Instruction B.7):
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): $49,737,731
------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11,
if applicable): + 0
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 52,196,702
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24f-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), pluse 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 1/3300
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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.
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:
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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/ STEVEN H. ADLER, PRESIDENT
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Steven H. Adler, President
---------------------------------
Date December 18, 1996
* Please print the name and title of the signing officer below the signature.
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STRADLEY RONON STEVENS & YOUNG, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
Direct Dial: (215) 564-8074
December 23, 1996
ASM Fund, Inc.
15438 North Florida Avenue
Tampa, Florida 33613
Re: Rule 24f-2 Notice
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Gentlemen:
You have informed us that, in accordance with Rule 24f-2 (the "Rule")
under the Investment Company Act of 1940, as amended, (the "1940 Act"), ASM
Fund, Inc. (the "Company") a Maryland corporation, intends to file a Rule 24f-2
Notice (the "Notice") with the United States Securities and Exchange
Commission. The Notice will recite that pursuant to the Rule the Fund, during
the fiscal year ending October 31, 1996, sold shares of its common stock with
an aggregate public offering price of $49,737,731 including shares issued in
connection with dividend reinvestment plans which are included by the Company
as shares sold, and reported on the Notice as such for purposes of the fee
computation table. The Notice will be filed to make definite the registration
of the shares of common stock sold by each Series of the Company under the
Securities Act of 1933 (the "1933 Act"), pursuant to the Rule during such
period. You have also informed us that all of such shares were issued in
accordance with the provisions relating thereto in the registration statement
of the Company under the 1933 Act as such registration statement was currently
in effect during the period.
We have acted as legal counsel to the Company during the period of
time referred to above and, as such, have reviewed the Articles of
Incorporation of the company; the By-Laws; the registration statements under
the 1940 and 1933 Acts and such minutes of the corporate proceedings and other
documents as we deem material to our opinion.
Based on the foregoing, we are of the opinion that all of the shares
of common stock of the company described in the Rule 24f-2 Notice as having
been sold pursuant to the Rule during the period were fully paid,
non-assessable and legally issued shares of common stock of the Company.
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ASM Fund, Inc.
December 21, 1996
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We hereby consent to the filing of this opinion with the United States
Securities and Exchange Commission as an exhibit or accompaniment to the
aforementioned Rule 24f-2 Notice and as an exhibit to the Company's
registration statement under the 1933 Act and to the reference to us in the
prospectus of the Company as legal counsel who have passed upon the legality of
the offering of the company's common stock. We also consent to the filing of
this opinion with the securities regulatory agencies of any states or other
jurisdictions in which the common stock of the Company is offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: /s/ STEVEN M. FELSENSTEIN
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Steven M. Felsenstein
A Partner
SMF/nlk
cc: Mr. Steven Adler, President
