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August 27, 1996
Fasciano Fund, Inc.
190 South LaSalle Street, Suite 2800
Chicago, IL 60603
Dear Ladies and Gentlemen:
Rule 24f-2 Notice
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We have represented Fasciano Fund, Inc., a Maryland corporation (Fund), in
connection with the filing with the Securities and Exchange Commission of the
Fund's Rule 24f-2 Notice for the fiscal year ended June 30, 1996 pursuant to
Rule 24f-2 under the Investment Company Act of 1940 (Rule 24f-2). In this
connection we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents or other records, certificates
and other papers as we deem it necessary to examine for the purpose of this
opinion, including the charter and bylaws of the Fund and resolutions of the
board of directors authorizing the issuance of shares.
Based upon the foregoing examination, we are of the opinion that the
219,888 shares of capital stock sold by the Fund during the fiscal year ended
June 30, 1996 in reliance upon registration pursuant to Rule 24f-2 were legally
issued, full paid and nonassessable.
We consent to the filing of this opinion with the Fund's Rule 24f-2 Notice.
In giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
Bell, Boyd & Lloyd
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Janet D. Olsen
Direct Dial: 312 807-4311
August 27, 1996
BY EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Fasciano Fund, Inc.
(Securities Act Registration No. 33-23997)
Rule 24f-2 Notice
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On behalf of Fasciano Fund, Inc. we enclose for electronic filing a copy of
a Rule 24f-2 Notice with respect to shares sold during the fiscal year ended
June 30, 1996, including our legal opinion. Fasciano Fund, Inc. has remitted
$1172.28 to the SEC's lockbox depository in payment of the filing fee.
Very truly yours,
BELL, BOYD & LLOYD
By /s/ Janet D. Olsen
Janet D. Olsen
enclosures
cc: Mr. Michael F. Fasciano
Mr. Alan R. Latshaw
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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.
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1. Name and address of issuer:
Fasciano Fund, Inc.
190 South LaSalle Street, Suite 2800
Chicago, Illinois 60603
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2. Name of each series or class of funds for which this notice is filed:
Fasciano Fund, Inc.
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3. Investment Company Act File Number:
Securities Act File Number: 33-23997
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4. Last day of fiscal year for which this notice is filed: June 30, 1996
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6:)
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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:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
153,853 shares - $3,463,136
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
153,853 shares - $3,463,136
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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):
66,035 shares - $1,391,353
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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): $ 3,463,136
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 1,391,353
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(iii)Aggregate price of shares redeemed or repurchased
during the fiscal year (If applicable): - 1,453,876
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(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
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(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): 3,399,613
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi): $ 1172.28
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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.
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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:
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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/ Michael F. Fasciano
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President
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Date August 27, 1996
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*Please print the name and title of the signing officer below the signature.
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