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:
Pinnacle Fund
36 South Pennsylvania, Suite 610
Indianapolis, Indiana 46204
2. Name of each series or class of funds for which this notice of
filed:
Shares of Beneficial Interest
3. Investment Company Act File Number: 811-4188
Securities Act File Number: 2-95077
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):
N/A
7. Number and amount of securities of the same class or series which
had been registered under the Securities Exchange 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:
40,025.890 shares, $1,009,745
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
40,025.890 shares, $1,009.745
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):
85,424.042 shares, $2,075,804
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
on rule 24f-2 (from Item 10):
$ 1,009,745
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 2,075,804
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
- 2,236,681
(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):
848,868
(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)]:
$257.23
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: February 25, 1997
SIGNATURES
This report has been signed by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Thomas F. Maurath
-------------------------------------
Thomas F. Maurath, President
Date February 25, 1997
Sommer & Barnard, PC
4000 Bank One Tower
111 Monument Circle
Indianapolis, Indiana 46204
(317) 630-4000
February 25, 1997
Board of Trustees
Pinnacle Fund
36 S. Pennsylvania Street, Suite 610
Indianapolis, Indiana 46204
Re: Post-Effective Amendment to
Registration Statement on Form N-1A of Pinnacle Fund
Registration No. 2-95077
Gentlemen:
We have acted as counsel to Pinnacle fund (the "Fund") in connection with
the preparation and filing with the Securities and Exchange Commission of
Post-Effective Amendment No. 11 to the registration statement of the fund on
Form N-1A, Registration No. 2-95077 (the "Registration Statement"). The
Registration Statement covers the registration under the Securities Act of 1933
of an indefinite number of shares of beneficial interest in the Fund (the
"Registered Shares") to be offered for sale by the Fund.
In that capacity, and for purposes of giving the opinion set forth in this
letter, we have examined and reviewed the following documents and materials:
1. A copy of the fund's Agreement and Declaration of Trust dated
December 19, 1984;
2. A copy of the By-Laws of the Fund;
3. The Registration Statement, as amended, together with all exhibits
thereto;
4. Minutes of the meetings of the Board of Trustees of the fund; and
5. A copy of the Rule 24f-2 Notice of the fund dated February 25, 1997.
In rendering the opinion set forth below, we have not passed upon and
do not purport to pass upon any matters arising under any "doing business",
"blue sky" or securities laws of any jurisdiction. Nor do we express any
opinion regarding law other than the corporate law of the State of Indiana
and the federal law of the United States.
Based on the documents, matters and assumptions described above, and
such other matters as we deem appropriate, we hereby advise you that we are
of the opinion that the Registered Shares sold pursuant to and as described
in the Registration Statement from the date of its effectiveness under the
Securities Act of 1933 through the date hereof were legally issued, fully
paid, and non-assessable.
Very truly yours,
/s/ Sommer & Barnard, PC
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SOMMER & BARNARD, PC
S&B/pas
