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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.
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1. Name and address of issuer:
THE ARCH FUND, INC.
3435 STELZER RD.
COLUMBUS, OHIO 43219
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2. Name of each series or class of funds for which this notice is filed:
SEE ATTACHED SCHEDULE A
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3. Investment Company Act File Number: 811-3567
Securities Act File Number: 2-79285
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4. Last day of fiscal year for which this notice is filed:
NOVEMBER 30, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purpose of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24F-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24F-2(a)(1), if
applicable:
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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
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24F-2:
NONE
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9. Number and aggregate sale price of securities sold during the fiscal year:
$4,058,819,062 Price
3,488,456,708 Shares
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
$4,058,819,062 Price
3,488,456,708 Shares
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
$71,028,564 Price
22,987,078 Shares
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24F-2: $ 4,058,819,062
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plan: $ 71,028,564
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $ 3,703,887,206
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24F-2: $ 0
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24F-2: $ 425,960,420
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation: 1/3300
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(vii) Fee due: $ 129,078.92
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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.
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
January 24, 1997 and January 27, 1997
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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/ Walter B. Grimm
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Walter B. Grimm
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Assistant Secretary
Date January 28, 1997
* Please print the name and title of the signing officer below the signature.
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SCHEDULE A
U.S. GOVERNMENT SECURITIES
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Class E Shares
Class E - Special Series 1 Shares Class E - Special Series 3 Shares
Class E - Special Series 2 Shares
TREASURY MONEY MARKET
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Class B Shares
Class B - Special Series 1 Shares
Class B - Special Series 2 Shares
TAX-EXEMPT MONEY MARKET
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Class J Shares
Class J - Special Series 1 Shares
GROWTH & INCOME EQUITY
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Class C Shares
Class C - Special Series 1 Shares Class C - Special Series 3 Shares
Class C - Special Series 2 Shares
GOVERNMENT & CORPORATE BOND
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Class D Shares
Class D - Special Series 1 Shares Class D - Special Series 3 Shares
Class D - Special Series 2 Shares
MISSOURI TAX-EXEMPT BOND
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Class K Shares
Class K - Special Series 1 Shares
Class K - Special Series 2 Shares
MONEY MARKET
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Class A Shares
Class A - Special Series 1 Shares
Class A - Special Series 2 Shares
Class A - Special Series 3 Shares
SMALL CAP EQUITY (formerly EMERGING GROWTH)
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Class F Shares
Class F - Special Series 1 Shares Class F - Special Series 3 Shares
Class F - Special Series 2 Shares
BALANCED
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Class G Shares
Class G - Special Series 1 Shares Class G - Special Series 3 Shares
Class G - Special Series 2 Shares
INTERNATIONAL EQUITY
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Class H Shares
Class H - Special Series 1 Shares Class H - Special Series 3 Shares
Class H - Special Series 2 Shares
SHORT INTERMEDIATE MUNICIPAL
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Class I Shares
Class I - Special Series 1 Shares
NATIONAL MUNICIPAL BOND
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Class N Shares
Class N - Special Series 1 Shares
Class N - Special Series 2 Shares
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Law Offices
DRINKER BIDDLE & REATH
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
January 28, 1997
The ARCH Fund, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
Re: Form 24f-2 For The ARCH Fund, Inc.;
Registration No. 2-79285
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Ladies and Gentlemen:
We have acted as counsel for The ARCH Fund, Inc., a Maryland
corporation (the "Fund"), in connection with the registration of 3,511,443,786
shares of its Common Stock under the Securities Act of 1933. During the Fund's
fiscal year ended November 30, 1996 (the "Fiscal Year"), all of said shares were
registered in accordance with Rule 24f-2 under the Investment Company Act of
1940. In giving the opinion stated below, we have reviewed the Fund's Articles
of Incorporation, as amended, its Articles Supplementary and By-Laws,
resolutions adopted by its Board of Directors and shareholders and such other
legal and factual matters as we have deemed appropriate.
At all times during the Fiscal Year, the Fund was authorized to issue a
total of 7,000,000,000 full and fractional shares of Common Stock, par value of
$.001 per share. From time to time during the Fiscal Year certain of such shares
were classified among the Institutional, Trust, Investor A and Investor B
classes. We have been informed by the Fund that at no time during the Fiscal
Year did the number of issued and outstanding shares of any class exceed the
number of shares of such class that the Fund was authorized to issue.
We express no opinion concerning the laws of any jurisdiction other
than the Maryland General Corporation Law and the federal law of the United
States of America.
Based on the foregoing, we are of the opinion that all of the
aforementioned shares of the Fund registered pursuant to Rule 24f-2 during the
Fiscal Year were, when issued against payment therefor as described in the
Fund's prospectuses, validly issued, fully paid and non-assessable by the Fund.
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The ARCH Fund, Inc.
January 28, 1997
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We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Fund's Form 24f-2.
Very truly yours,
/s/ Drinker Biddle & Reath
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DRINKER BIDDLE & REATH
