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:
CornerCap Group of Funds
100 Northcreek, Suite 250
3715 Northside Parkway, N.W.
Atlanta, Georgia 30327
2. Name of each series or class of funds for which this notice is
filed:
Common Stock par value $.01
3. Investment Company Act File Number:
811-4581
Securities Act File Number:
33-3149
4. Last day of fiscal year for which this notice is filed:
March 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:
N/A
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 of 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:
None
8. Number and amount of series registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
211,232 shares; $1,880,260
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
211,232 shares; $1,880,260
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):
5,691 shares; $50,656
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):
$1,880,260
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
$50,656
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable:
$1,911,007
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction of filing fees pursuant to
rule 24e-2 (if applicable):
+ N/A
(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):
$19,909
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6):
x .0003448
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$100.00 (Minimum Fee Per Section 6(c))
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 (17CFR 202.3a).
X
-----
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons of the issuer
and in the capacities and on the dates indicated>
By (Signature and Title)* /s/Thomas E. Quinn
-----------------------
Thomas E. Quinn
Treasurer
Date: 5/21/96
KILPATRICK & CODY
1100 PEACHTREE STREET
SUITE 2800
ATLANTA, GEORGIA 30309
DIRECT DIAL (404) 815-6132
FAX: (404) 815-6555
May 21, 1996
CornerCap Group of Funds
100 Northcreek, Suite 250
3715 Northside Parkway, N.W.
Atlanta, Georgia 30327
Re: Rule 24f-2 Notice for Fiscal Year Ended March 31, 1996
Concerning CornerCap Group of Funds (Files Nos. 33-3149 and
811-4581)
-----------------------------------------------------------
Ladies and Gentlemen:
We have served as counsel for the CornerCap Group of Funds, a
Massachusetts business trust (the "Trust") registered as an
investment company under the Investment Company Act of 1940, as
amended (File No. 811-4581) and with an indefinite number of shares
of beneficial interest registered for offer and sale (the "Stock")
under the Securities Act of 1933, as amended, pursuant to the
Company's Registration Statement on Form N-1A (No. 33-3149) (the
"Registration Statement").
We have examined and are familiar with originals or copies
(certified or otherwise identified to our satisfaction) of such
documents, corporate records and other instruments relating to the
organization of the Company and to the authorization and issuance of
the Registered Stock (as defined below) as we have deemed necessary
and advisable. Our opinion is limited to matters arising under the
provisions of the Trust's Declaration of Trust dated January 6,
1986, as supplemented on April 10, 1986, September 23, 1992 and July
27, 1995, applicable to the issuance of the Registered Stock by the
Company.
In rendering this opinion, we have reviewed and relied upon an
Officer's Certificate (the "Certificate") from Thomas E. Quinn,
Treasurer of the Company, dated May 21, 1996. According to the
Certificate, the Company issued 216,923 shares of Stock during the
fiscal year ended March 31, 1996 (the "Registered Stock"), and
received consideration of not less than the par value for each such
share of Registered Stock.
In our examination we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as
certified or photostatic copies.
As to all factual matters relating to this opinion, including
those addressed in the Certificate, we have relied solely upon, and
have assumed the accuracy, completeness and genuineness of, oral and
written representations made to us by officers of the Company
without making any independent investigation with respect thereto.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that
the Registered Stock was, upon issuance thereof against payment
therefor as contemplated in the Registration Statement, legally
issued, fully paid and non-assessable.
Very truly yours,
KILPATRICK & CODY
By: _____________________
Reinaldo Pascual, Partner
RP:mr
