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:
Trainer, Wortham 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:
First Mutual Funds
Trainer, Wortham Emerging Growth Fund
Trainer, Wortham Total Return Bond Fund
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, 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 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):
N/A
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:
1,355,208 shares were sold for an aggregate price of $ 14,096,905
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
1,355,208 shares were sold for an aggregate price of $ 14,096,905
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):
458,124 shares were reinvested for an aggregate price of $5,133,935
12. CALCULATION OF REGISTRATION FEE:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
Rule 24f-2 (from item 10).....................$ 14,096,905
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable).................+ 5,133,935
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable)...............................- 4,886,160
(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)............... 14,344,680
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6).......x 1/3300
(vii) Fee due
[line (i) or line (v) multiplied by line (vi)]: $ 4,346.87
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):
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
August 28, 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/Debra L. Clark
Debra L. Clark
Secretary
Date: August 28, 1997
* Please print the name and title of the signing officer below the
signature.
Dechert, Price & Rhoads
1500 K Street N.W.
Washington, DC 20005
August 22, 1997
Trainer, Wortham First Mutual Funds
845 Third Avenue
New York, NY 10022
RE: Rule 24f-2 Notice
Gentlemen:
As counsel for Trainer, Wortham First Mutual Funds (the "Trust"), a
Delaware business trust consisting of three separate series of shares,
First Mutual Fund, Trainer, Wortham Emerging Growth Fund and Trainer,
Wortham Total Return Bond Fund, during the fiscal year ended June 30, 1997,
we are familiar with the Trust's registration under the Investment Company
Act of 1940 and with the registration statement relating to its shares of
beneficial interest (the "Shares") under the Securities Act of 1933 (the
"Registration Statement"). We have also examined such other records,
agreements, documents and instruments as we have deemed appropriate.
Based upon the foregoing, it is our opinion with respect to the Shares the
registration of which is being made definite by the notice pursuant to Rule
24f-3 under the Investment Company Act of 1940 ("Notice") being filed by
the Trust for its fiscal year ended June 30, 1997, assuming such Shares
were sold at the public offering price and delivered by the Trust against
receipt of the net asset value of the Shares in compliance with the terms
of the Registration Statement and the requirements of applicable law, that
such Shares were, when sold, duly and validly authorized, legally and
validly issued, and fully paid and non-assessable by the Trust.
We consent to the filing of this opinion in connection with the Notice on
Form 24f-2 to be filed by the Trust with the Securities and Exchange
Commission for the Trust's fiscal year ended June 30, 1997.
Very truly yours,
/s/ Dechert Price & Rhoads
Dechert Price & Rhoads
