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: O.R.I. FUNDS, INC.
233 NORTH MICHIGAN STREET, SUITE 1807
CHICAGO, IL 60601
2. Name of each series or class of funds for which this notice
is filed:
O.R.I. GROWTH FUND
3. Investment Company Act File Number: 811-8088
Securities Act File Number: 33-70590
4. Last day of fiscal year for which this notice is filed:
NOVEMBER 30, 1995
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
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9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER: 90,685
AMOUNT: $1,049,419
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 90,685
AMOUNT: $1,049,419
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:
AMOUNT:
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):
$1,049,419
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+_________
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-_________
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+_________
(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):
$_________
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$361.86
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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.
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:
FEBRUARY 16, 1996
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/ Samuel Wegbreit
Samuel Wegbreit
Chairman
Date February 19, 1996
*Please print the name and title of the signing officer below
the signature.
123data/ori/199524f2
Exhibit 1
GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin 53202-3590
Phone: (414) 273-3500 Fax: (414) 273-5198
February 16, 1996
O.R.I. Funds, Inc.
233 N. Michigan Avenue, Suite 1807
Chicago, IL 60601
Ladies and Gentlemen:
We have acted as your counsel in connection with the
sale by you of an indefinite number of shares of O.R.I. Funds,
Inc. (the "Company") common stock, $0.01 par value (the
"Shares"). This opinion relates to the filing by you of Form
24F-2 (the "Form") made pursuant to Rule 24f-2 promulgated under
the Investment Company Act of 1940, as amended. In such Form you
have reported the sale during the fiscal year ended November 30,
1995 of an aggregate of 90,685 Shares of the Company's common
stock made in reliance on Rule 24f-2.
In connection with this opinion we have examined: (a)
the Articles of Incorporation and By-Laws of the Company, (b) the
Form dated February 16, 1996, (c) corporate proceedings relative
to the authorization for issuance of the Company's Shares and (d)
such other proceedings, documents, certificates and records as we
have deemed necessary to enable us to render the following
opinion.
Based on the foregoing, we are of the opinion that the
Shares sold in the fiscal year ended November 30, 1995, in
reliance upon registration pursuant to Rule 24f-2 and in the
manner set forth in the Company's registration statement were
legally issued, fully paid and nonassessable. As to matters of
fact relevant to such opinion, we have relied upon the Form and
statements of officers and representatives of the Company and
others.
We consent to the filing of this opinion with the Form
referred to above. In giving such permission, we do not admit
hereby that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or the
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rules and regulations of the Securities and Exchange Commission
thereunder. This opinion is furnished to you solely for your
benefit and may not be relied upon by any other person without
our prior written consent.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
2<PAGE>
