1. Name and address of issuer:
S.I.S. Mercator Fund, Inc.
1325 Morris Drive,
Suite 203
Wayne, PA 19087
2. Name of each series or class of funds for which this
notice is filed:
Global Equity Portfolio
Global Income Portfolio
3. Investment Company Act File Number:
811-9078
Securities Act File Number:
4. Last day of fiscal year for which this notice is filed:
October 31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuers fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuers 24f-2 declaration:
6. Data of termination of issuers declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
7. Number and amount of securities o 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 beginning of the
fiscal year:
- - 0 - shares $- 0 -
8. Number and amount for securities registered during the
fiscal year other than pursuant to rule 24f-2.
- - 0 - shares $- 0 -
9. Number and aggregate sale price of securities sold during
the fiscal year:
4,126,265 shares $41,387,032
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
4,126,265 $41,387,032
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):
51,763 shares $521,276
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):
$41,387,032
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
+521,276
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable):
-5,790,000
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction
to filing fees pursuant to rule 24e- (if application):
+- 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 (iv)] (if applicable):
36,118,308
(vi) Multiplier prescribed by Section 6 (b) of the
Securities Act of 1933 or other applicable law or
(vii) regulation (see Instruction C.6):
x1/2900
(vii) Fee due [line (I) or line (v) multiplied by line
(vi)]:
12,455
Instruction: Issuers should complete line (ii), (iii), (iv) and (v)
only if the form is being filed within 60 days after the close of
the fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commissions
lockbox depository as described in section 3a of the
Commissions Rules of informal and Other Procedures
(17 CFR 202.3a)
X
Date of mailing or wire transfer of filing fees to the
Commissions lockbox depository:
December 23, 1996
`
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 (Signature and Title)*
Elliot C.
Kauffman, Treasurer
Date 12/23/96
December 13, 1996
S.I.S. Mercator Fund, Inc.
1325 Morris Drive
Suite 203
Wayne, PA 19087
Gentlemen:
You have informed us that, in accordance with Rule 24f-2
under the Investment Company Act of 1940, as amended (the
1940 Act), S.I.S. Mercator Fund, Inc., a Maryland
corporation (the Fund), intends to file a Rule 24f-2 Notice
with the United States Securities and Exchange Commission
(the SEC), setting forth among other things, that during the
fiscal year ending October 31, 1996, the Fund, having elected to
register an indefinite number of shares of common stock, sold
2,812,646 shares of common stock of its Global Equity Portfolio
and 1,365,382 shares of common stock of its Global Income
Portfolio, or a total of 4,178,028 shares, in the aggregate,
including shares issued pursuant to reinvestment of dividend
and distributions, pursuant to such rule for such period.
We have acted as legal counsel to the Fund during the period
of time referred to above and, as such, have reviewed the
Articles of Incorporation of the Fund, its by-laws, the
registration statement it has filed with the SEC on form N-1A
and such minutes of the corporation proceedings and other
documents and information as we deem material to our
opinion.
Based on the foregoing, we are of the opinion that the
2,812,646 shares of common stock of its Global Equity
Portfolio and 1,365,382 shares of common stock of the
Funds Global Income Portfolio, 4,178,028 shares in the
aggregate, described in the Rule 24f-2 Notice as having been
sold under such rule during the fiscal year ending October 31,
1996 were fully-paid non-assessable and legally issued shares
of common stock.
We hereby consent to the filing of this opinion with the SEC
as an exhibit or an accompaniment to the aforementioned
Rule 24f-2 Notice and as an exhibit to the Funds
amendments to its registration statement on Form N-1A and
to the reference to us in the prospectus of the Fund as legal
counsel who have passed upon the legality of the offering of
such shares of common stock. We also consent to the filing of
this opinion with the securities regulatory agencies in the
states and other jurisdictions in which such shares of common
stock are offered for sale.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By:/s/Stephen W. Kline
Stephen W. Kline
