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:
RNC Mutual Fund Group, Inc.
2. Name of each series or class of funds for which this notice is filed:
RNC Money Market Fund
3. Investment Company Act File Number: 811-04354
Securities Act File Number: 2-99009
4. Last day of fiscal year for which this notice is filed:
September 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
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):
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: 91,452,614 $91,452,614
9. Number and aggregate sales price of securities sold during the fiscal
year:
127,820,995 $127,820,995
10. Number and aggregate sales price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
127,820,995 $127,820,995
<PAGE>
11. Number and aggregate sales price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
As permitted by instruction B.7, DRIP shares are included in the
securities reported in Item 9.
12. Calculation of registration fee:
(I) Aggregate sales price of securities sold
during the fiscal year in reliance on rule
24f-2 (from item 10): $36,368,381
-------------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable) +
-------------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 121,143,373
-------------------
(iv) aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24e-2 (if applicable): +
-------------------
(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): x 0.00030303
-------------------
(vii) Fee due [line (I) or line (v) multiplied
by line (vi)]: $ 0
===================
Instructions: 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 the
Informal and Other Procedures 917 CFR 202.3a). [ ]
Date of mailing or wire transfer of file 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 dates indicated.
By (Signature and Title)* /s/ Eric M. Banhazl
----------------------------------------------
Eric M. Banhazl/ President
----------------------------------------------
Date: November 26, 1996
----------------------------------------------
* Please print the name and title of the signing officer below the signature.
RNC Mutual Fund Group, Inc.
November 18, 1996
November 18, 1996
RNC Mutual Fund Group, Inc.
11601 Wilshire Boulevard
Penthouse Floor
Los Angeles, California 90025
Ladies and Gentlemen:
You have requested our opinion as counsel to the RNC Mutual
Fund Group, Inc. (formerly RNC Liquid Assets Fund, Inc.), a Maryland corporation
(the "Group"), with respect to the shares of common stock of RNC Money Market
Fund (the "Fund") sold by the Group during its fiscal year ended September 30,
1996 (the "Shares"), in connection with the notice (the "Notice") being filed by
the Group with the Securities and Exchange Commission pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended (the "Act").(1)
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all records, documents and
instruments submitted to us as copies. We have based our opinion upon our review
of the following records, documents and instruments:
(a) The Group's Articles of Incorporation, dated April 8,
1985 and in effect at the beginning of the fiscal
year (October 1, 1995), and the Group's Articles of
Amendment and Restatement adopted by the Group's
Board of Directors (the "Board") on June 20, 1996,
and effective on July 3, 1996, and in effect through
the end of the Group's fiscal
- --------
(1) Since the new Series of the Group, RNC Equity Fund, became
effective on November 1, 1996, no shares of this Series were issued during the
past fiscal year. Thus, this opinion applies only to the Shares of RNC Money
Market Fund.
<PAGE>
RNC Mutual Fund Group, Inc.
November 18, 1996 Page 2
year on September 30, 1996 (the "Fiscal Year"), and
both of which were certified to us by an officer of
the Group as being true and complete.
(b) The By-laws of the Group, as amended through the date
hereof, certified to us by an officer of the Group as
being true and complete and in effect throughout the
Fiscal Year;
(c) The Prospectuses and Statements of Additional
Information effective during the Fiscal Year;
(d) The Resolutions adopted by the Board of the Group at
the regular quarterly meetings of the Board
authorizing the regular updating of the Group's
registration statement and the Prospectus and
Statement of Additional Information contained
therein; and
(e) A certificate of the President of the Group
concerning certain factual matters.
In rendering our opinion below, we have assumed that all of
the Fund's Shares were issued and sold at the per-share net asset value on the
date of their issuance in accordance with the statements in the Group's
then-current Prospectus and in accordance with Article V of the Group's Articles
of Incorporation and Article IV of the Articles of Amendment and Restatement. In
rendering our opinion, we have assumed that all monies in consideration for the
Shares were actually received by the Fund. We have not conducted an independent
examination of the books and records of the Group for the purpose of determining
whether all of the Fund's Shares were fully paid prior to their issuance and do
not believe it to be our obligation to do so.
Our opinion below is limited to the federal law of the United
States and the corporate law of the State of Maryland. We are not licensed to
practice law in the State of Maryland, and we have based our opinion to the
extent it concerns the corporate law of the State of Maryland solely on our
review of the General Corporation Law of Maryland as reported in Prentice Hall
Law & Business, Corporation (1995) and as updated on Westlaw. We have not
undertaken a review of other Maryland law or of any administrative or court
decisions in connection with rendering this opinion. We disclaim any opinion as
to any law other than that of the United States and the corporate law of the
State of Maryland as described above, and we disclaim any opinion as to
<PAGE>
RNC Mutual Fund Group, Inc.
November 18, 1996 Page 3
any statute, rule, regulation, ordinance, order or other promulgation of any
regional or local governmental body.
Based upon such examination and subject to the foregoing, we
are of the opinion that the Fund's Shares, as sold in reliance upon the
registration under the Securities Act of 1933, as amended, pursuant to Rule
24f-2 under the Act, were legally issued, fully paid and non-assessable, by the
Fund.
We hereby consent to the filing of this opinion as an exhibit
to the Notice being filed by the Group with the Securities and Exchange
Commission. This opinion is rendered to you in connection with that Notice and
is solely for your benefit. This opinion may not be relied upon by you for any
other purpose, or relied upon by any other person, firm or other entity for any
purpose, without our prior written consent.
Sincerely yours,
Heller, Ehrman, White & McAuliffe
Heller, Ehrman, White & McAuliffe
