VEREDUS FUNDS
24F-2NT, 1999-01-29
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 24 F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

  Read instructions at end of Form before preparing Form. Please print or type.



1.        Name and address of issuer:

                                  Veredus Funds
                          6900 Bowling Blvd., Suite 250
                              Louisville, KY 40207


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:

                                    811-08771

         Securities Act File Number:

                                    333-51457


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)



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.

5. Calculation of registration fee:

         (i)       Aggregate sale price of securities sold during the
                  fiscal year pursuant to section 24(f):            $14,223,208

         (ii)      Aggregate price of securities redeemed or
                  repurchased during the fiscal year:        $170,814

         (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)]:                        $170,814

         (v) Net sales - if Item 5(i) is greater than Item 5(iv)
                  [subtract Item 5(iv) from Item 5(i)]:             $14,052,394

         (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  .000278

         (viii) Registration fee due [multiply Item 5(v) by Item
                  5(vii)] (enter "0" if no fee is due):              =   $3,907


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:  N/A. 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: N/A.


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 interest due
          [line 5(vii) plus line 7]:=                                    $3,907


9.         Date  the  registration  fee  and  any  interest  payment  was  sent
           to the Commission's lockbox depository:

                                January 28, 1999

                  Method of Delivery:

                           X        Wire Transfer
                           __       Mail or other means



<PAGE>


                                   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)*  CAROL J. HIGHSMITH
                           Carol J. Highsmith, Assistant  Secretary

Date:  January 29, 1999

*Please print the name and title of the signing officer below the signature.





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