UNITED STATES
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:
Berkeley Capital Management Funds
650 California Street, Suite 2800
San Francisco, CA 94108
2. The name of each series or class of securities for which this
Form is filed
(If the Form is being filed for all series and classes of
securities of the issuer, check the box but do not list series
or classes): [X ]
3. Investment Company Act File Number: 811-07923
Securities Act File Number: 333-16093
4(a). Last day of fiscal year for which this Form is
filed: October 31, 1997
4(b). [ ] Check box if this Form is being filed late (i.e.,
more than 90 calendar days after the end of the issuer's fiscal
year). (See Instruction A.2.) N/A
Note: If the Form is being filed late, interest must be paid
on the registration fee due.
4(c). [ ] Check box if this is the last time the issuer will be
filing this Form. N/A
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year pursuant to section 24(f):
$ 100,000
(ii) Aggregate price of securities redeemed or repurchased
during the fiscal year:
$ 0
(iii) Aggregate price of securities redeemed or repurchased
during any prior fiscal year ending no earlier than October 11,
1995 that were not previously used to reduce registration fees
payable to the Commission:
$ 0
(iv). Total available redemption credits [add Items 5(ii) and
5(iii)]:
$ 0
(v) Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]:
$ 100,000
(vi) Redemption credits available for use in future years
- if Item 5(i) is less than Item 5(iv) [Subtract Item 5(iv)
from Item 5(i)]:
$ 0
(vii) Multiplier for determining registration fee (See
Instruction C.9):
X 0.0295%
(viii) Registration fee due [Multiply Item 5(v) by Item 5(vii)]
(enter "0" if no fee is due):
= $ 29.50
6. Prepaid Shares
If the response to item 5(i) was determined by deducting an
amount of securities that were registered under the Securities
Act of 1933 pursuant to rule 24e-2 as in effect before
(effective date of rescission of rule 24e-2), then report the
amount of securities (number of shares or other units) deducted
here: ________. If there is a number of shares or other units
that were registered pursuant to rule 24e-2 remaining unsold at
the end of the fiscal year for which this form is filed that are
available for use by the issuer in future fiscal years, then
state that number here : ___________.
7. Interest due - if this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see Instruction D):
+ $ N/A
8. Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]:
= $ 29.50
9. Date the registration fee and any interest payment was sent
to the Commission's lockbox depository: January 16, 1998
Method of Delivery:
[X] Wire Transfer (CIK# 0001026977)
[ ] Mail or other means
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/ Cindee Beechwood
Cindee Beechwood, Treasurer
Date January 14, 1998
*Please print the name and title of the signing officer below
the signature.
January 26, 1998
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C., 20549
Re: Berkeley Capital Management Funds
Rule 24f-2 Notice
CIK#: 0001026977
1933 Act Registration No: 333-16093
1940 Act File No. : 811-07923
Dear Ladies and Gentlemen:
On behalf of the Berkeley Capital Management Funds (the
"Registrant") and pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, transmitted herewith for
filing, via EDGAR, is One (1) copy of the Registrant's Rule
24f-2 Notice for the fiscal year ended on October 31, 1997.
Please note that the $29.50 filing fee was wired to Mellon Bank
in Pittsburgh on January 16, 1997.
Any questions with respect to this registration notice should be
directed to the undersigned at 414-287-3851. Thank you for your
assistance in handling this matter.
Respectfully,
Dana L. Armour
Trust Officer, Firstar Trust Company
