August 9, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for David L. Babson Growth Fund, Inc.
File Nos. 811-901 and 2-15530
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) 2,379,090 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 $16,219,537.
*(v) Aggregate sales of shares of the series during the fiscal
year pursuant to this Rule were $16,219,537.
*Aggregate sales of shares $16,219,537
Total redemptions during the Fiscal Year 39,162,473
($22,942,936)
Registration Fee: $0
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.
As noted, aggregate redemptions exceeded aggregate sales of Fund shares
during this fiscal year, hence pursuant to paragraph (c) of Rule 24f-2 no
filing fee is required to accompany this Notice.
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
David L. Babson Growth Fund, Inc.
Three Crown Center
2440 Pershing Road
Kansas City, MO 64108
Gentlemen:
David L. Babson Growth 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 David L.
Babson Growth 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-1; 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 18,406,343 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 $16,219,537 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>
David L. Babson Growth 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
$16,219,537 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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