Board of Trustees
May 14, 1997
Page 1
VEDDER PRICE VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 NORTH LASALLE STREET
CHICAGO, ILLINOIS 60601-1003
312-609-7500
FACSIMILE: 312-609-5005
ROBERT J. MORGAN A PARTNERSHIP INCLUDING VEDDER,
312-609-7517 PRICE, KAUFMANN & KAMMHOLZ, P.C.
[email protected] WITH OFFICES IN CHICAGO AND
NEW YORK CITY
May 14, 1997
Board of Trustees
Wayne Hummer Money Fund Trust
300 South Wacker Drive
Chicago, Illinois 60606
Re: Rule 24f-2 Notice for Wayne Hummer Money Fund Trust
File Nos. 2-75443 and 811-3359
Gentlemen:
We have acted as counsel to Wayne Hummer Money Fund Trust (the "Trust") since
its inception and in connection with its public offering of an indefinite number
of units of beneficial interest, no par value ("Shares"), of the Trust.
Based upon the foregoing, it is our opinion that the Shares issued, as reported
on the accompanying Notice pursuant to Rule 24f-2 reporting sales and
redemptions during the period April 1, 1996 through March 31, 1997, were legally
issued, fully paid and nonassessable (although shareholders of the Trust, a
Massachusetts business trust, may be subject to liability under certain
circumstances as described in Part B of the Registration Statement of the Trust
under the caption "Shareholder Liability").
In rendering this opinion, we have relied upon an Officer's Certificate executed
by the Secretary and Treasurer of the Trust representing, among other things,
that all Shares of the Fund have been issued at the net asset value per share
next determined after the Trust's receipt of an order in proper form and payment
therefor from the investor, in accordance with the Trust's Agreement and
Declaration of Trust and as described in the Prospectus.
<PAGE>
Board of Trustees
May 14, 1997
Page 2
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission pursuant to Rule 24f-2 promulgated under Section 24(f) of the
Investment Company Act of 1940, together with the Fund's Rule 24f-2 Notice.
Cordially,
/s/ Robert J. Moran
Robert J. Moran
<PAGE>
APPENDIX I.
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:
Wayne Hummer Money Fund Trust
300 South Wacker Drive
Chicago, IL 60606
2. Name of each series or class of funds for which this notice is filed:
Wayne Hummer Money Fund Trust
3. Investment Company Act File Number: 2-75443
Securities Act File Number: 811-3359
4. Last day of fiscal year for which this notice is filed: March 31, 1997
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):
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: NONE
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: NONE
9. Number and aggregate sale price of securities sold during the fiscal
year: $11,964,796
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2: $552,545,079
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): $9,906,164
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): $552,545,079
----------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +9,906,164
----------------
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -550,486,447
----------------
(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) 11,964,796
---------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or
other applicable law or regulation
(see Instruction C.6): x .0030303
---------------
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $3,625.70
===============
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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: May 15, 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/ Jean M. Maurice
----------------------------------
Jean M. Maurice - Treasurer
Date: May 13, 1997
*Please print the name and title of the signing officer below the signature.
