<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
APPENDIX I FORM 24f-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
1. Name and address of issuer: Westwood Funds
237 Park Avenue 9th Fl.
New York NY 10017
2. Name of each series or class of funds for which this notice is filed:
Westwood Equity Fund
Westwood Intermediate Bond
Westwood Balanced Fund
3. Investment Company Act File Number: 811-4719
Securities Act File Number: 33-6790
4. Last day of fiscal year for which this notice is filed: Sept. 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 has 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:
<TABLE>
<CAPTION>
SHARES SALE PRICE
<S> <C> <C>
749,589 $7,795,246
</TABLE>
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal
year:
<TABLE>
<CAPTION>
SHARES SALE PRICE
<S> <C> <C>
Westwood Equity Fund 2,059,915 14,864,911
Westwood Intermediate Bond 184,406 1,825,411
Westwood Balanced Fund 2,316,371 21,485,775
--------- -----------
total 4,560,692 38,176,097
</TABLE>
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to Rule 24f-2:
<TABLE>
<CAPTION>
SHARES SALE PRICE
<S> <C> <C>
Westwood Equity Fund 1,928,146 13,595,975
Westwood Intermediate Bond 0 0
Westwood Balanced Fund 1,913,476 17,150,625
--------- -----------
total 3,841,622 30,746,600
</TABLE>
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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 (see
instruction B.7):
<TABLE>
<CAPTION>
SHARES SALE PRICE
<S> <C> <C>
Westwood Equity Fund 205,146 1,333,470
Westwood Intermediate Bond 18,608 184,446
Westwood Balanced Fund 84,337 777,577
--------- -----------
total 308,091 2,295,493
</TABLE>
12. Calculation of registration fees:
<TABLE>
<S> <C> <C> <C>
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on 24f-2 (from item 10): $ 30,746,600
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 2,295,493
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year: - 10,140,198
(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
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): 22,901,895
------------
(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 $ 6,939.96
line (vi)]: =============
</TABLE>
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 (17CFR 202.3A). [ ]
13. Date for mailing or wire transfer of filing fees to the Commission's
lockbox directory:
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) SIGNATURES
/s/ Sheryl Hirschfeld
-------------------------
November 13, 1996 Sheryl Hirschfeld
Assistant Secretary
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[BAKER & McKENZIE LETTERHEAD]
November 15, 1996
Westwood Funds
One Corporate Center
Rye, New York 10580
Dear Sirs:
We refer to the Rule 24f-2 Notice (the "Rule 24f-2 Notice"),
with respect to Post-Effective Amendment No. 13 (the "Post-Effective Amendment")
to the Registration Statement on Form N-1A relating to the shares of beneficial
interest, par value $.001 per share, of Westwood Funds, a Massachusetts business
trust (the "Trust"). The Post-Effective Amendment registered an indefinite
number of shares of beneficial interest of the Trust pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended. The Rule 24f-2 Notice
makes definite the number of shares of beneficial interest of the Trust sold
during the Trust's fiscal year ended September 30, 1996 that were so registered
under the Post-Effective Amendment.
We have examined and relied upon copies of the Post- Effective
Amendment and the Rule 24f-2 Notice and have examined and relied upon originals,
or copies certified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion set forth below.
Based on the foregoing, we are of the opinion that the
shares of beneficial interest of the Trust, the registration of
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Westwood Funds
November 15, 1996
Page 2
which the Rule 24f-2 Notice makes definite in number, were duly authorized,
legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion in connection
with the filing of the Rule 24f-2 Notice. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Baker & McKenzie
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