U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-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: First Mutual Funds
845 Third Avenue
6th Floor
New York, NY 10022
2. Name of each series or class of funds for which this notice is
filed: SERIES
First Mutual Funds
3. Investment Company Act File Number: 811-879
Securities Act File Number: 2-15037
4. Last day of fiscal year for which this notice is filed:
June 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 issuers's 24f-2 declaration:
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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
9. Number and aggregate sale price of securities sold during the
fiscal year:
259,258 shares were sold for an aggregate price of $3,039,765
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
259,258 shares were sold for an aggregate price of $3,039,765
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):
154,718 shares were reinvested for an aggregate price of $1,720,464
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).....................$3,039,765
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable).................+ 1,720,464
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable)...............................- 1,246,789
(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)............... 3,513,440
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6).......x 1/2900
(vii) Fee due
[line (i) or line (v) multiplied by line (vi)]: $ 1,211.53
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 Commision'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:
August 28, 1996
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/ Debra L. Clark
Debra L.Clark, Secretary
Date: August 28, 1996
* Please print the name and title of the signing officer below the
signature.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
August 27, 1996
First Mutual Funds
845 Third Avenue, 6th Floor
New York, New York 10022
Re: First Mutual Funds
Ladies and Gentlemen:
We have examined the Certificate of Trust of First Mutual
Funds, a Delaware business trust (the "Fund"), the Agreement
and Declaration of Trust of the Fund, the By-Laws of the
Fund, its form of Share Certificate and the various
pertinent proceedings we deem material. We have also
examined the Notification of Registration and the Registration
Statement under the Securities Act of 1933 ("Securities Act")
and the Investment Company Act of 1940 ("Investment Company
Act"), as well as other items material to this opinion.
You have now advised us that the Fund is about to file,
pursuant to the provisions of Rule 24f-2 under the Investment
Company a Notice for the purpose of registering under the
Securities Act the 259,258 shares sold by the Fund pursuant
to Rule 24f-2 during its fiscal year ending June 30, 1996.
You have informed us that the shares were sold in accordance
with the Fund's usual method of distributing its shares
whereby currently effective prospectuses are made available
to offerees and purchasers of shares in accordance with
Section 5(b) of the Securities Act.
Based upon the foregoing information and examination, it is
our opinion that the 259,258 Shares of the Fund sold in the
fiscal year ending June 30, 1996, pursuant to Rule 24f-2,
have been legally issued and are fully-paid, non-assessable
and legally outstanding shares of the Fund.
We hereby consent to the use of this opinion as an exhibit
to the Notice under Rule 24f-2 of the Fund, covering the
registration of the said shares under the Securities Act
and the applications and registration statements, and
amendments thereto, filed in accordance with securities
laws of the several states in which shares of the Fund are
offered, and we further consent to reference in the
Prospectus of the Fund the fact that this opinion
concerning the legality of the issue has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By: Joseph V. Del Raso
JDR/go
177827.1
