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:
St. Clair Funds, Inc.
One Exchange Place, 4th Floor
Boston, MA 02109
2. Name of each series or class of funds for which this notice is
filed:
St. Clair Money Market Fund - Fiduciary Portfolio
3. Investment Company Act File Number: 811-5712
Securities Act File Number: 33-26205
4. Last day of fiscal year for which this notice is filed:
February 29, 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 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:
139,702,976 Class A Shares
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:
22,936,300 Shares
$22,936,300
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
22,936,300 Shares
$22,936,300
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):
0
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):
$22,936,300
(ii) Aggregate price of shares issued in connection with
dividend
reinvestment plans (from Item 11, if applicable):
+$0
(iii) Aggregate price of shares redeemed or repurchased
during
the fiscal year (if applicable)
- -$88,560,359
(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): -$65,624,059
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act
of 1933 or other applicable law or regulation (see
Instruction
C.6):
/ 2900
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $0
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:
Not Applicable
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/ Lisa Anne Rosen
Lisa Anne Rosen,
Assistant Secretary
Date: April 29, 1996
*Please print the name and title of the signing officer below the
signature
stclr/secfiling/24f-296a.doc
April 29, 1996
St. Clair Funds, Inc.
One Exchange Place
Boston, Massachusetts 02109
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by St. Clair Funds, Inc. (the
"Fund"), a Maryland Corporation, of a Notice (the "Notice")
pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended (the "1940 Act"), for the Fund's fiscal year ended
February 29, 1996, you have requested that the undersigned provide
the legal opinion required by that Rule.
In accordance with Rule 24f-2, the Fund has registered an
indefinite number of shares of beneficial interest, $0.001 par
value, per share, under the Securities Act of 1933, as amended,
(the "1933 Act"). The purpose of the Notice is to make definite
the registration of the following shares of each series of the
Fund (collectively the "shares") sold in reliance upon the Rule
during the fiscal year ended February 29, 1996.
Money Market Fund Fiduciary Portfolio (Class A)
22,936,300 shares
The undersigned is Counsel of First Data Investor Services
Group, Inc., Administrator to the Fund, and in such capacity, from
time to time and for certain purposes, acts as counsel to the
Fund. I have examined copies of the Fund's Articles of
Incorporation, its By-Laws, votes adopted by its Board of
Directors, and such other records and documents as I have deemed
necessary for purposes of this opinion. Furthermore, I have
examined a Certificate of the Assistant Treasurer of the Fund to
the effect that the Fund received the cash consideration for each
of the Shares in accordance with the aforementioned charter
documents and votes.
On the basis of the foregoing, and assuming all of the
Shares were sold in accordance with the terms of the Fund's
Prospectus in effect at the time of sale, I am of the opinion that
the Shares have been duly authorized and validly issued and are
fully paid and non-assessable. This opinion is for the limited
purposes expressed above and should not be deemed to be an
expression of opinion as to compliance with the 1933 Act, the 1940
Act or applicable State "blue sky" laws in connection with the
sales of the Shares.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as part of the Fund's Notice
Filed pursuant to Rule 24f-2 under the 1940 Act.
Very truly yours,
/s/ Lisa Anne Rosen
Lisa Anne Rosen
Counsel
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