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 Funds (formerly 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, 1998
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):
$ 222,570,615
(ii) Aggregate price of securities redeemed or repurchased
during the fiscal year:
$ 89,242,585
(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)]:
$ 89,242,585
(v) Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]:
$ 133,328,030
(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 0.0278%
(viii) Registration fee due [Multiply Item 5(v) by Item 5
(vii)] (enter "0" if no fee is due):
= $ 37,065.19
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
(October 11, 1997), 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]:
= $ 37,065.19
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository: January 22, 1999
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 19, 1999
*Please print the name and title of the signing officer below
the signature.
