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:
Eastcliff Funds, Inc., 900 Second Avenue South, Suite 300,
Minneapolis, Minnesota 55402
2. Name of each series or class of funds for which this notice is
filed:
Eastcliff Total Return Fund, Eastcliff Growth Fund and Eastcliff
Regional Small Capitalization Value Fund
3. Investment Company Act File Number: 811-07168
Securities Act File Number: 33-6836
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 issuer's 24f-2 declaration:
[_]
Not Applicable
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:
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:
3,392,846 shares; $37,977,148 aggregate sales price
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
3,392,846 shares; $37,977,148 aggregate sales price
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):
Included in response to Item 10
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):
$37,977,148
(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):
-16,607,051
(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):
21,370,097
(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
3,300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$ 6,475.79
===========
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/ John A. Clymer
John A. Clymer, Vice President
Date August 27, 1997
*Please print the name and title of the signing officer below the
signature.
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON, D.C.
SACRAMENTO WEST PALM BEACH
WRITER'S DIRECT LINE
August 27, 1997
Eastcliff Funds, Inc.
c/o Resource Trust Company
International Centre
Suite 300
900 Second Avenue South
Minneapolis, Minnesota 55402-3380
Gentlemen:
We have acted as counsel for you in connection with the
preparation of a Registration Statement on Form N-1A and amendments
thereto relating to the sale by you of an indefinite amount of Eastcliff
Funds, Inc. Series A Common Stock, $.01 par value, Series B Common Stock,
$.01 par value and Series C Common Stock, $.01 par value (such Common
Stock being hereinafter referred to as the "Stock"), in the manner set
forth in the Registration Statement. In this connection, we have
examined: (a) the Registration Statement on Form N-1A and all amendments
thereto; (b) the Rule 24f-2 Notice for Eastcliff Funds, Inc. dated
August 27, 1997; (c) corporate proceedings relative to the authorization
for issuance of shares of the Stock; and (d) such other proceedings,
documents and records as we deemed necessary to enable us to render this
opinion.
Based on the foregoing, we are of the opinion that the shares of
Stock sold in the fiscal year ended June 30, 1997 in reliance upon
registration pursuant to Rule 24f-2 under the Investment Company Act of
1940 and in the manner set forth in the Registration Statement were
legally issued, fully paid and nonassessable except insofar as statutory
liability may be imposed under Section 180.0622(2)(b) of the Wisconsin
Statutes for unpaid wage claims of employees, not to exceed six months'
service in any one case. We have not examined the stock registration
books of Eastcliff Funds, Inc. In opining that the shares of Stock sold
in the fiscal year ended June 30, 1997 were fully paid, we have relied
upon a certificate of an officer of Eastcliff Funds, Inc. as to the
consideration received for such shares.
We hereby consent to the use of this opinion in connection with
the filing of the Rule 24f-2 Notice for Eastcliff Funds, Inc. for its
fiscal year ended June 30, 1997. In giving this consent, we do not admit
that we are experts within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons whose consent is
required by Section 7 of said Act.
Very truly yours,
FOLEY & LARDNER
