<PAGE> 1
APPENDIX I 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: DIAZ-VERSON AMERICAS EQUITY FUND
237 Park Avenue 9th Fl.
New York NY 10017
2. Name of each series or class of funds for which this notice
is filed: DIAZ-VERSON AMERICAS EQUITY FUND
3. Investment Company Act File Number: 811-7348
Securities Act File Number: 33-54762
4. Last day of fiscal year for which this notice is filed:
DECEMBER 31, 1995
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): NONE
7. Number and amount of securites of the same class or series which
has 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:
<TABLE>
<CAPTION>
DIAZ-VERSON AMERICAS EQUITY FUND SHARES SALE PRICE
<S> <C> <C>
74,446 $654,522
</TABLE>
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
<TABLE>
<CAPTION>
DIAZ-VERSON AMERICAS EQUITY FUND SHARES SALE PRICE
<S> <C> <C>
74,446 $654,522
</TABLE>
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):
DIAZ-VERSON AMERICAS EQUITY FUND SHARES SALE PRICE
- 0 - $0
<PAGE> 2
DIAZ-VERSON 24f-2/pg 2
Calculation of registration fees:
12.
<TABLE>
<S> <C> <C>
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on 24f-2 (from item 10): $654,522
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 0
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year: - 659,712
(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 + 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): 0.00034483
(vii) Fee due [line (i) or line (v) multiplied by $0.00
line (vi)]: ==========
</TABLE>
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 (17CFR 202.3A). / /
Date for mailing or wire transfer of filing fees to the Commission's lockbox
directory:
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title)* SIGNATURES
Date: FEBRUARY 20, 1996 /s/GORDON M. FORRESTER
----------------- ----------------------
GORDON M. FORRESTER
Assistant Treasurer
<PAGE> 3
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5 Opinion of Fulbright & Jaworski L.L.P.
<PAGE> 1
[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
February 12, 1996
The Diaz-Verson Funds Inc.
1200 Brookstone Centre Parkway, Suite 105
Columbus, GA 31904
Dear Sirs:
We refer to the filing by The Diaz-Verson Funds Inc., a
corporation organized under the laws of the State of Maryland (the "Fund"), of a
"Rule 24f-2 Notice" pursuant to Rule 24f-2 promulgated under the Investment
Company Act of 1940, in which the Fund reported sales during the fiscal year
ended December 31, 1995 of 74,446 shares of beneficial interest of the Fund (the
"Shares").
We, as counsel to the Fund, have examined such documents and
reviewed such questions of law as we deemed necessary for the purposes of this
opinion. As to various questions of fact material to this opinion, we have
relied upon a certificate provided by an officer of the Fund. On the basis of
such examination and review, we advise you that, in our opinion, the Shares have
been legally issued and are fully paid and nonassessable.
We consent to the filing of this opinion together with the
Rule 24f-2 Notice referred to above. This consent is not to be construed as an
admission that we are a person whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/Fulbright & Jaworski L.L.P.
------------------------------
