U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Fiduciary Capital Growth Fund, Inc.
225 East Mason Street
Milwaukee, Wisconsin 53202
2. Name of each series or class of funds for which this notice is filed:
Fiduciary Capital Growth Fund, Inc. Common Stock, $.01 par value
3. Investment Company Act File Number: 811-3235
Securities Act File Number: 2-73468
4. Last day of fiscal year for which this notice is filed:
September 30, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the 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:
[_]
Not Applicable
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
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 beginning of the fiscal year:
155,206 shares
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the fiscal
year:
417,799 shares - $8,105,515
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
292,191 shares - $5,509,816
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):
Included in response to Item 10
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):
$ 5,509,816
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from Item 11, if applicable):
+ 0
------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable):
- $5,509,816
------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable):
+ 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 line (iv)] (if applicable):
0
------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6):
x 1/3300
------------
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$ 0
============
Instruction: Issuers should complete lines (ii), (iii), (iv) and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[_]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
Not Applicable
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 (Signature and Title)* /s/ Donald S. Wilson, C.F.A.
Vice President
Date November 11, 1996
*Please print the name and title of the signing officer below the
signature.
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
November 21, 1996
Fiduciary Capital Growth Fund, Inc.
225 East Mason Street
Milwaukee, Wisconsin 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 11, 1996; (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, 1996 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. 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, 1996
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, 1996. 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
