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U.S. SECURITIES & 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: Minerva Fund, Inc.
237 Park Avenue
New York, NY 10017
2 Name of each series or class of funds for which this notice is filed:
Equity Portfolio
Fixed Income Portfolio
3 Investment Company Act File Number: 811-7828
Securities Act File Number; 33-65568
4 Last date of fiscal year for which this notice is filed:
Equity Portfolio -- For the period October 1, 1995 through September 30, 1996
Fixed Income Portfolio -- For the period October 1,
1995 through September 25, 1996 (date the
Fixed Income Portfolio ceased operations)
5 Check box if this notice is being filed more than 180 days after the close of
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: Not 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 begining of the
fiscal year:
Shares Amount
------ ------
0 $0
8 Number and amount of securities registered during the fiscal year
other than pursuant to Rule 24f-2: None
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Minerva Fund, Inc.
24f-2 Notice
Page 2
9 Number and aggregate sale price of securities sold during the fiscal year:
Shares Amount
------ ------
Equity Portfolio 3,586,262 $47,466,189
Fixed Income Portfolio 83,548 821,802
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3,669,810 48,287,991
========= ==========
10 Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration of rule 24f-2:
Minerva Fund, Inc. 3,752,329 49,277,950
11 Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Equity Portfolio 67,537 846,684
Fixed Income Portfolio 14,982 143,275
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82,519 989,959
========= ==========
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): 49,277,950
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from item 11, if applicable): 989,959
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): (4,329,043)
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to rule
24e-2 (if applicable): --
(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): 45,938,866
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Minerva Fund, Inc.
24f-2 Notice
Page 3
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation: 1/33rd of 1%
(vii) Fee due line (i) or line (v) multipled by line (vi): $13,620.87
Check box if fees are being remitted to the Commission's
lockbox despoitory as described in section 3a of the
Commission's Rule of Informal and other Proceduries
(17 CRF 202.3a): -----------------
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository: November 21, 1996
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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 (Signatures and Tile) /s/ DONALD E. BROSTROM
--------------------------------------
Donald E. Brostrom, Assistant Treasurer
Date: November 18, 1996
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PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET WASHINGTON
BALTIMORE, MARYLAND 21201-3010 NEW YORK
410-539-2530 PHILADELPHIA
FAX: 410-539-0489 EASTON
November 18, 1996
Minerva Fund, Inc.
237 Park Avenue
New York, New York 10017
Re: Minerva Fund, Inc.
Dear Sirs:
We have acted as Maryland counsel to Minerva Fund, Inc., a Maryland
corporation (the "Company"), in connection with the Company's filing of a
Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, for the Company's fiscal year ended September 30, 1996. In that
capacity, we have examined the Company's charter and by-laws, a good-standing
certificate recently issued by the State Department of Assessments and
Taxation of Maryland, and such statutes, regulations, corporate records and
documents that we deemed necessary or advisable for purposes of the opinions
set forth below. In such examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals
and the conformity with originals of all documents submitted to us as copies.
On the basis of the foregoing and of such other legal considerations that
we deemed relevant, and limited in all respects to applicable Maryland law, we
are of the opinion and advise you as follows:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Maryland.
2. The 3,653,799 shares of the Equity Portfolio and the 98,530 shares of
the Fixed Income Portfolio, or an aggregate of 3,752,329 shares of Common Stock
of the Company, par value $.001 per share, reported by the Company to have been
issued during its fiscal year ended September 30, 1996, were legally issued,
fully paid and nonassessable.
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PIPER & MARBURY
L.L.P.
Minerva Fund, Inc.
November 18, 1996
Page 2
This opinion is intended solely for the benefit and use of the party to
whom it is addressed and may not be used by any other person without the prior
written consent of Piper & Marbury L.L.P.
We hereby consent to the filing of this opinion as an exhibit to
the Company's Rule 24f-2 Notice.
Very truly yours,
/s/ PIPER & MARBURY LLP
