File Number 2-51641
Securities and Exchange Commission
Washington, D.C. 20549
Rule 24f-2 Notice
of
Lexington Strategic Investments Fund, Inc.
(I) Fiscal year for which this Notice is filed:
July 1, 1994 to June 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:
106,249,102 shares *
(V) Number or amount of securities sold during such fiscal
year in reliance upon Rule 24f-2:
106,249,102 shares
Exhibit: Opinion of Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel
-----------------------------------------------------
* The filing fee of $8,859.16 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 106,294,102 shares sold during such fiscal year in
reliance upon Rule 24f-2 was $313,690,114; the actual
aggregate dollar amount of shares redeemed during the fiscal
year was $287,998,561 none of which was previously used for
reduction in filings made pursuant to Rule 24 (E) (1) and all
of which is being used for such reductions under this notice.
SIGNATURE
Pursuant to the requirements of Rule 24f-2, Lexington Strategic
Investments Fund, Inc. has duly caused this Rule 24f-2 Notice to
be signed on its behalf by the undersigned, thereunto duly
authorized in Saddle Brook, New Jersey, on the 11th day of
August, 1995.
Richard M. Hisey
____________________________
RICHARD M. HISEY
MANAGING DIRECTOR
CHIEF FINANCIAL OFFICER
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 3852
(212) 715 9100
FAX
(212) 715-8000
______
WRITER'S DIRECT NUMBER
(212) 715-9100
August 18, 1995
Lexington Strategic Investments Fund, Inc.
Park 80 West Plaza Two
Saddle Brook, New Jersey 07662
Re: Lexington Strategic Investments Fund, Inc.
Registration No. 2-51641
Gentlemen:
We have acted as counsel to Lexington Strategic Investments
Fund, Inc., a Maryland corporation (the "Company"), in connection with
the public offering of the Company's shares of Common Stock, par value
$.001, and on various other securities and general corporate matters.
We understand that, pursuant to Rule 24f-2 under the Investment Company
Act of 1940, the Company has registered an indefinite number of shares
of Common Stock under the Securities Act of 1933. We further understand
that, pursuant to the provisions of Rule 24f-2, the Company is filing
with the Securities and Exchange Commission the Notice attached hereto
making definite the registration of shares of Common Stock (the
"Shares"), sold in reliance upon Rule 24f-2 during the fiscal year ended
June 30, 1995.
We have reviewed, insofar as it relates or pertains to the
Company, the Company's Registration Statement on Form N-1A filed with
the Securities and Exchange Commission under the Securities Act of 1933
and the Investment Company Act of 1940, as amended to the date hereof,
pursuant to which Shares were sold (the "Registration Statement"). We
have also examined originals or copies certified or otherwise identified
to our satisfaction of such documents, corporate records and other
instruments we have deemed necessary or appropriate for the purpose of
this opinion. For purposes of such examination, we have assumed the
genuineness of all signatures and original documents and the conformity
to the original documents of all copies submitted.
We are members only of the New York Bar and do not purport
to be experts on the laws of any other state. Our opinion herein as to
Maryland law is based upon a limited inquiry thereof which we have
deemed appropriate under the circumstances.
Based upon the foregoing, we are of the opinion that the
Shares have been duly and validly authorized and, assuming that the
Shares have been issued and sold in accordance with the Company's
Articles of Incorporation and Registration Statement, and that the
consideration received therefor was not less than the par value thereof,
the Shares which the Rule 24f-2 Notice attached hereto makes definite in
number were legally issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Rule 24f-2
Notice attached hereto.
Very truly yours,
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
