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:
Rea-Graham Funds, Inc.
10966 Chalon Road
Los Angeles, California 90077
2. Name of each series or class of funds for which this notice is filed:
Rea-Graham Balanced Fund
3. Investment Company Act File Number: 811-3434
Securities Act File Number: 2-76762
4. Last day of fiscal year for which this notice is filed: 3/31/97
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): 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:
Number: 3,248,848
Amount: $44,558,122
8. Number and amount of securities registered during the fiscal year
other than pursuant to Rule 24f-2:
Number: 250,750
Amount: $3,509,767
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 13,094
Amount: $195,810
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
Number: 13,094
Amount: $195,810
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):
Number: 13,765
Amount: $205,795
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): $195,810
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): +$205,795
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): -$2,715,911
(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): 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6): x1/3300
(vii) Fee due (line (i) or line (v) multiplied by line (vi)): $0
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:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title):* /s/James B. Rea, Jr.
President
Date: May 29, 1997
* Please print the name and title of the signing officer below the signature.
<PAGE>
DECHERT PRICE & RHOADS
1500 K Street, N.W.
Washington, D.C. 2005
May 28, 1997
Rea-Graham Funds, Inc.
10966 Chalon Road
Los Angeles, California 90077
Gentlemen:
As counsel for Rea-Graham Funds, Inc. (the "Company"), and its separate
series of shares, the Rea-Graham Balanced Fund (the "Fund") during the fiscal
year ended March 31, 1997, we are familiar with the registration of the Company
under the Investment Company Act of 1940 and with the registration statement
relating to its shares of common stock (the "Shares") under the Securities Act
of 1933 (File No. 2-76762) (the "Registration Statement"). We have also examined
such other corporate 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-2 under the Investment Company Act of 1940 (the "Notice") being filed by the
Company for its fiscal year ended March 31, 1997, assuming such Shares were sold
at the public offering price and delivered by the Company 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, legally issued, fully paid and non-assessable.
We consent to the filing of this opinion in connection with the Notice on
Form 24F-2 to be filed by the Company with the Securities and Exchange
Commission for the Company's fiscal year ended March 31, 1997.
Very truly yours,
Dechert Price & Rhoads
