APPENDIX I. 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:
Capital Value Fund, Inc.
2203 Grand Avenue
Des Moines, Iowa 50312-5338
2. Name of each series or class of funds for which this notice is filed:
Equity Portfolio-Initial Shares
Equity Portfolio-Select Shares
Total Return Portfolio-Initial Shares
Total Return Portfolio-Select Shares
Fixed Income Portfolio-Initial Shares
Fixed Income Portfolio-Select Shares
Short-Term Government Portfolio-Initial Shares
Short-Term Government Portfolio-Select Shares
Prime Money Market Portfolio
3. Investment Company Act File Number:
811-7334
Securities Act File Number:
33-54202
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
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 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 securities 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:
7,189,735 shares - $15,915,296
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
7,189,735 shares - $15,915,296
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):
695,512 shares - $6,079,015
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): $ 15,915,296
------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 6,079,015
-------------
(iii) Aggregate price of shares redeemed or
repurchased during he fiscal year
(if applicable): - 21,994,311
--------------
(iv) Aggregate price of shares redeemed or
repurchase and previously applied as a
reduction to filing fees pursuant to
rule 24f-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): 0
--------------
(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
--------------
(vii) Fee due [line (i) or line (v) multiplied
by line (vi): $ 0
===============
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).
N/A [ ]
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\ Ruth Prochaska
-----------------------------------
Ruth Prochaska, Secretary
Date 5/23/97
-------------------------
*Please print the name and title of the signing officer below the signature.
<PAGE>
May 7, 1997
Capital Value Fund, Inc.
2203 Grand Avenue
Des Moines, Iowa 50312-5338
Gentlemen:
Capital Value Fund, Inc. (the "Fund") is a corporation organized under the
laws of the State of Maryland on October 7, 1992, having its principal place
of business in Des Moines, Iowa. The Fund's capital stock has been allocated
among five (5) distinct series, with each series representing a separate
portfolio of investments with its own investment objectives and policies.
Four (4) of the series have been divided into two different classes, the
initial shares and the select shares. The Fund's series, and classes
thereof, are as follows: Equity Portfolio Series Initial Shares Class,
Equity Portfolio Series - Select Shares Class, Total Return Portfolio -
Initial Shares Class, Total Return Portfolio - Select Shares Class, Fixed
Income Portfolio - Initial Shares Class, Fixed Income Portfolio - Select
Shares Class, Short-Term Government Portfolio - Initial Shares Class,
Short-Term Government Portfolio - Select Shares Class, and Prime Money
Market Portfolio.
We understand that, pursuant to Rule 24f-2 under the Investment Company Act
of 1940, the Fund registered an indefinite number of shares of its capital
stock, effective May 20, 1993.
We further understand that, pursuant to the provisions of Rule 24f-2, you
are about to file with the Securities and Exchange Commission a notice
making definite the registration of 7,074,786 shares of the Fund's capital
stock (the "Shares") sold in reliance upon Rule 24f-2 during the fiscal year
ended March 31, 1997.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the Charter, By-Laws, and records of corporate
proceedings of the Fund, and such affidavits and advices from officers of
the Fund or from public officials, as we have deemed necessary or
appropriate for the purpose of this opinion.
We are of the opinion that all of the Shares were legally and validly
issued, and are fully paid and non-assessable. The opinion expressed in the
preceding sentence is based upon the assumption that cash consideration was
received by the Fund for each such Share in an amount not less than the per
share net asset value of the series and class of the Fund to which such
share relates.
We express no opinion as to compliance with the Securities Act of 1933, the
Investment Company Act of 1940 or the securities laws of any state with
respect to the issuance of the Shares.
We consent to your filing this opinion with the Securities and Exchange
Commission in connection with the Rule 24f-2 Notice which you are about to
file pursuant to the Investment Company Act of 1940.
Sincerely,
Ober, Kaler, Grimes & Shriver
a Professional Corporation
