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, 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: [ ]
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
9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER: 44,196
AMOUNT: $ 779,689
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 44,196
AMOUNT: $ 779,689
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: 51,131
AMOUNT: $ 968,529
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):
$ 779,689
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+$ 968,529
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-$ 1,852,021
(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):
-$103,803
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x1/3300
(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:
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 14, 1997
*Please print the name and title of the signing officer below
the signature.
123data/lepercq/199624f2
February 21, 1997
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C., 20549
Re: Lepercq-Istel Fund
Rule 24f-2 Notice
CIK#: 0000052761
1933 Act Registration No: 2-10841
1940 Act File No. : 811-631
Dear Ladies and Gentlemen:
On behalf of the Lepercq-Istel Fund (the "Registrant") and
pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended, transmitted herewith for filing, via EDGAR, are the
following documents:
1). One (1) copy of the Registrant's Rule 24f-2 Notice for the
funds listed above for the fiscal year ended on December 31,
1996.
2). One (1) copy of the Opinion of Counsel for the Registrant
with respect to securities sold during its fiscal year ended
December 31, 1996.
Please note that there was no filing fee required.
Any questions with respect to this registration notice should be
directed to the undersigned at 414-287-3851. Thank you for your
assistance in handling this matter.
Respectfully,
Dana L. Armour
Compliance Administrator, Firstar Trust Company
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, N.Y. 10022 - 3852
February 24, 1997
Lepercq-Istel Trust
1675 Broadway
New York, N.Y. 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, 1996.
We have reviewed, insofar as they relate or pertain to the
Trust, the Trust'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, 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 of the
original documents of all copies submitted.
We are members only of the New York Bar and do not purport of
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 & Frankel