Fiduciary Capital Growth Fund, Inc.
225 East Mason Street
Milwaukee, WI 53202
November 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Mr. Frank Donaty
Re: Rule 24f-2 Notice for Fiduciary Capital Growth Fund, Inc.
File #2-73468
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
the undersigned submits the following Rule 24f-2 Notice:
(1) This Rule 24f-2 Notice is filed for the Fiscal Year
ended September 30, 1995.
(2) 155,206 shares of Common Stock, $0.01 par value, were
registered under the Securities Act of 1933 pursuant to
Rule 24e-2 prior to the beginning of the fiscal year ended
September 30, 1995 and remained unsold at the beginning of such
fiscal year.
(3) No securities of the undersigned were registered under
the Securities Act of 1933 other than pursuant to Rule 24f-2
during the fiscal year ended September 30, 1995.
(4) 594,839 shares of Common Stock, $0.01 par value were
sold during the fiscal year ended September 30, 1995 for an
aggregate sales price of $10,929,247.
(5) 594,839 shares of Common Stock, $0.01 par value were
sold pursuant to Rule 24f-2 during the fiscal year ended
September 30, 1995 for an aggregate sales price of $10,929,247.
The amount of Common Stock, $0.01 par value, redeemed during the
fiscal year ended September 30, 1995 was $12,388,732 based on
the actual redemption price for such securities.
No filing fee is payable because the amount of Common Stock,
$0.01 par value redeemed during the fiscal year ended September 30, 1995
was not less than the amount sold pursuant to Rule 24f-2. Attached is the
required opinion of Foley & Lardner.
If you have any questions, please do not hesitate to call me.
Very truly yours,
Donald S. Wilson, C.F.A.
Vice President
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
November 15, 1995
Fiduciary Capital Growth Fund, Inc.
225 East Mason Street
Milwaukee, WI 53202
Gentlemen:
We have acted as counsel for you in connection with the
preparation of a Registration Statement on Form N-1A and amendments
thereto relating to the sale by you of an indefinite amount of Fiduciary
Capital Growth Fund, Inc. Common Stock, $.01 par value (such Common Stock
being hereinafter referred to as the "Stock"), in the manner set forth in
the Registration Statement. In this connection, we have examined: (a)
the Registration Statement on Form N-1A and all amendments thereto; (b)
the Rule 24f-2 Notice for Fiduciary Capital Growth Fund, Inc. dated
November 15, 1995; (c) corporate proceedings relative to the authorization
for issuance of shares of the Stock; and (d) such other proceedings,
documents and records as we deemed necessary to enable us to render this
opinion.
Based on the foregoing, we are of the opinion that the shares of
Stock sold in the fiscal year ended September 30, 1995 in reliance upon
registration pursuant to Rule 24f-2 under the Investment Company Act of
1940 and in the manner set forth in the Registration Statement were
legally issued, fully paid and nonassessable except insofar as statutory
liability may be imposed under Section 180.0622(2)(b) of the Wisconsin
Statutes for unpaid wage claims of employees, not to exceed six months'
service in any one case. We have not examined the stock register books of
Fiduciary Capital Growth Fund, Inc. In opining that the shares of Stock
sold in the fiscal year ended September 30, 1995 were fully paid, we have
relied upon a certificate of an officer of Fiduciary Capital Growth Fund,
Inc. as to the consideration received for such shares.
We hereby consent to the use of this opinion in connection with
the filing of the Rule 24f-2 Notice for Fiduciary Capital Growth Fund,
Inc. for its fiscal year ended September 30, 1995. In giving this
consent, we do not admit that we are experts within the meaning of Section
11 of the Securities Act of 1933, as amended, or within the category of
persons whose consent is required by Section 7 of said Act.
Very truly yours,
FOLEY & LARDNER
