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 AVENUE, 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, 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):
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
<PAGE>
9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER: 186,455
AMOUNT: $2,818,792
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 186,455
AMOUNT: $2,818,792
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: 12,356
AMOUNT: $164,945
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):
$2,818,792
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+ 164,945
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
- 382,732
(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):
$2,601,005
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$788
<PAGE>
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:
JANUARY 16, 1997
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/ Sam Wegbreit
-----------------
Sam Wegbreit
Chairman & Treasurer
Date January 15, 1997
123data/ori/199624f2
GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin 53202
Phone (414) 273-3500 Fax (414) 273-5198
January 17, 1997
O.R.I. Funds, Inc.
233 North Michigan Avenue, Suite 1807
Chicago, Illinois 60601
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") in the manner set forth in the
Company's most recent Post-Effective Amendment to its
Registration Statement on Form N-1A (the "Registration
Statement"). 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, 1996 of an
aggregate of 198,811 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 January 15, 1997, (c)
corporate proceedings relative to the authorization for
issuance of the Company's Shares, (d) the Company's
Registration Statement and (e) 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,
1996, 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 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.
