U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: LEPERCQ-ISTEL FUND
1675 BROADWAY
NEW YORK, NY 10019
2. Name of each series or class of funds for which this notice is filed:
NOT APPLICABLE
3. Investment Company Act File Number: 811-631
Securities Act File Number: 2-10841
4. Last day of fiscal year for which this notice is filed:
DECEMBER 31, 1995
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: [ ]
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:
0
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
0
<PAGE>
9. Number and aggregate sale price of securities sold during the fiscal
year:
NUMBER: 87,603,466
AMOUNT: $1,370,119
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
NUMBER: 87,603,466
AMOUNT: $1,370,119
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):
NUMBER: 54,593,097
AMOUNT: $860,687
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):
$1,370,119
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable):
+$860,687
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable):
-$3,928,451
(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):
-$1,697,645
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6):
x1/2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$0
<PAGE>
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).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
N/A
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/Tsering Ngudu
Tsering Ngudu
Vice President
Date February 22, 1996
*Please print the name and title of the signing officer below the signature.
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
February 23, 1996
Leqercq-Istel Trust
1675 Broadway
New York, New York 10019
Re: Lepercq-Istel Trust
Registration No. 2-10841
Gentlemen:
We have acted as counsel to Lepercq-Istel Trust, a Massachusetts
business trust (the "Trust"), in connection with the public offering of the
Trust's shares of beneficial interest on behalf of its series, Lepercq-Istel
Fund, $1.00 par value, and on various other securities and general matters. We
understand that, pursuant to Rule 24f-2 under the Investment Company Act of
1940, the Trust has registered an indefinite number of shares of beneficial
interest under the Securities Act of 1933. We further understand that, pursuant
to the provisions of Rule 24f-2, the Trust is filing with the Securities and
Exchange Commission the Notice attached hereto making definite the registration
of shares of beneficial interest, (the "Shares") sold in reliance upon Rule
24f-2 during the fiscal year ended December 31, 1995.
We have reviewed, insofar as they relate or pertain to the Trust, the
Trust's Registration Statement on Form N-lA 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, 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 Massachusetts
law is based upon a limited inquiry thereof that 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 Trust's Declaration of Trust 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,
/s/ Kramer, Levin, Naftalis, Nessen,
Kamin & Frankel
