Securities and Exchange Commission
Washington, D.C. 2O549
Rule 24f-2 Notice
for
DELAFIELD FUND, INC.
6OO Fifth Avenue
New York, New York 1OO20
under the
Investment Company Act of 194O
Form N-1A File No. 33-69760
(i) Fiscal year for which this Notice is filed:
October 1, 1994 to September 30, 1995
(ii) Number or amount of securities of the same class or series, if any,
which had been registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 under the Investment Company Act of 1940 but
which remained unsold at the beginning of such fiscal year:
None
(iii) Number or amount of securities, if any, registered during such fiscal
year other than pursuant to Rule 24f-2:
None
(iv) Number or amount of securities sold during such fiscal year:
2,620,589.971 shares*
(v) Number or amount of securities sold during such fiscal year in reliance
upon Rule 24f-2:
2,620,589.971 shares
Exhibit: Opinion of Messrs. Battle Fowler LLP
- - - --------------------------------------------
* The filing fee of $10,370.60 is calculated in accordance with Rule 24f-2(c)
and Section 6(b) of the Securities Act of 1933 and based on the following: the
actual aggregate sales price of the 2,620,589.971 shares sold during such fiscal
year in reliance upon Rule 24f-2 was $31,101,478.45; the actual aggregate
redemption price of the 89,769.489 shares redeemed during the fiscal year was
$1,026,752.86, none of which were previously used for reduction in filings made
pursuant to Rule 24e-2(a) and all of which is being so used for reduction
pursuant to this Rule 24f-2 Notice.
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SIGNATURE
Pursuant to the requirements of Rule 24f-2, Delafield Fund, Inc. has
duly caused this Rule 24f-2 Notice to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York, on this 30th day of November, 1995.
DELAFIELD FUND, INC.
By:/s/ J. Dennis Delafield
J. Dennis Delafield
Chief Executive Officer
<PAGE>
CERTIFICATE
The undersigned, Richard De Sanctis, does hereby certify that:
1. He is Treasurer of Delafield Fund, Inc., a Maryland
corporation (the "Company").
2. A total of 2,620,589.971 shares of the Company's
common stock, par value $.001 per share, was sold during the fiscal
year of the Company ended September 30, 1994 in reliance upon Rule
24f-2 under the Investment Company Act of 1940 (i) for not less than
par value and (ii) in accordance with the terms of the Company's
prospectus forming a part of the Company's registration statement under
the Securities Act of 1933.
The undersigned recognizes that the matters set forth in this
Certificate are being relied on by the law firm of Battle Fowler LLP
counsel for the Company, in rendering its opinion in connection with
the Company's Rule 24f-2 Notice under the Investment Company Act
of 1940.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of November 30, 1995.
/s/ Richard De Sanctis
Richard De Sanctis
<PAGE>
CERTIFICATE
The undersigned, Bernadette N. Finn, does hereby certify that:
1. She is Secretary of Delafield Fund, Inc., a Maryland
corporation (the "Company").
2. The resolutions attached hereto relating to the
issuance of the Company's stock, which were duly adopted by the Board
of Directors of the Company on October 15, 1993, have not been modified
or rescinded, and remain in full force and effect on the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of November 30, 1995.
/s/ Bernadette N. Finn
Bernadette N. Finn
BATTLE FOWLER LLP
75 East 55th Street
New York, New York 10022
November 28, 1995
Delafield Fund, Inc.
600 Fifth Avenue
New York, New York 10020
Gentlemen:
We have acted as counsel to Delafield Fund, Inc. (the "Fund") in connection
with the preparation of the Rule 24f-2 Notice (the "Notice") covering
2,620,589.971 shares of Common Stock, par value $.001 per share, of the Fund.
We have examined copies of the Certificate of Incorporation and By-laws of
the Fund, the Registration Statement, and such other corporate records and
documents, including the consent of the Board of Directors and the minutes of
the meeting of the Board of Directors of the Fund, as we have deemed necessary
for the purpose of this opinion. We have also examined such other documents,
papers, statutes and authorities as we deemed necessary to form a basis for the
opinion hereinafter expressed. In our examination of such material, we have
assumed the genuineness of all signatures and the conformity to original
documents of fact material to such opinion, and we have relied upon statements
and certificates of officers and representatives of the Fund and others.
Based upon the foregoing, we are of the opinion that the 2,620,589.971
shares of Common Stock, par value $.001 per share of the Fund, the registration
of which the Notice makes definitive, were legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Rule
24f-2 Notice.
Very truly yours,
BATTLE FOWLER LLP
