REPUBLIC FUNDS
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
(617) 423-0800
November 15, 1995
Division of Investment Management
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: RULE 24F-2 NOTICE FOR REPUBLIC FUNDS WITH RESPECT TO
REPUBLIC U.S. GOVERNMENT MONEY MARKET FUND.
(REGISTRATION STATEMENT FILE NO. 33-7647)
Ladies and Gentlemen:
The purpose of this letter is to notify the Commission within two
months of the Registrant's fiscal year end of the number of Registrant's shares
sold during the period which are to be registered pursuant to Rule 24f-2 and to
pay the appropriate registration fee.
The information required by the above-referenced rule is as follows:
1. This "Rule 24f-2 Notice" is being filed for the fiscal year ended
September 30, 1995 (the "Fiscal Year").
2. Number of shares of the capital stock of the Registrant were registered
during the Fiscal Year, other than pursuant to Rule 24f-2.
3. 366,028,959 shares of the capital stock of the Registrant were sold
during the Fiscal Year.
4. All 366,028,959 shares of the capital stock of the Registrant were sold
during the Fiscal Year in reliance upon the Declaration of the
Registrant of an indefinite amount of securities under Rule 24f-2
("24f-2 Declaration").
5. Attached to this Rule 24f-2 Notice, and made part hereof, is an opinion
of counsel indicating that the securities, the registration of which
the Notice makes definite in number, were legally issued, fully paid,
and non-assessable.
<PAGE>
Division of Investment Management
Securities and Exchange Commission
November 15, 1995
Page 2
6. In accordance with subsection (c) of Rule 24f-2, the actual aggregate sales
price used to calculate the required filing fee is $9,719,615. The fee
computation is based upon the actual aggregate sale price for which such
securities were sold during the Fiscal Year, reduced by the difference between:
(1) The actual aggregate redemption price of the shares redeemed by the
Registrant during the Fiscal Year, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Registrant pursuant to 24e-2(a) in the
filings made pursuant to Section 24(e)(1) of the Investment Company
Act of 1940.
Aggregate Sale Price for Shares Sold During Period
in Reliance Upon the 24f-2 Declaration $366,028,959
Reduced by the difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the Period $356,309,344
and,
(2) Aggregate Redemption Price of Redeemed
Shares Previously Applied by Registrant Pursuant
to 24e-2(a) Filings Made Pursuant to Section
24(e)(1) of Investment Company Act of 1940. $ -0-
Equals $ 9,719,615
7. Enclosed please find an opinion of counsel. The amount payable to the
Securities and Exchange Commission, $1,943.92 was wired to Account No. 910-8739
at Mellon Bank with reference "24f-2 filing, 33-7647". The fee has been
calculated as follows:
$9,719,615 / 5000 = $1,943.92
Very truly yours,
REPUBLIC FUNDS
By: /s/JAMES S. LELKO, JR.
James S. Lelko, Jr.
Assistant Treasurer
<PAGE>
6 ST. JAMES AVENUE
NINTH FLOOR
BOSTON, MASSACHUSETTS 02116
(617) 423-0800
November 15, 1995
Republic Funds
6 St. James Avenue, 9th Floor
Boston, Massachusetts 02116
Ladies and Gentlemen:
RE: RULE 24F-2 NOTICE FOR REPUBLIC FUNDS WITH RESPECT TO THE REPUBLIC U.S.
GOV'T MONEY MARKET FUND FOR THE FISCALYEAR ENDED SEPTEMBER 30, 1995.
This opinion is being furnished in connection with the registration,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"), of an indefinite number of Shares of Beneficial Interest (par value
$0.001 per share) (the "Shares") of Republic U.S. Government Money Market Fund,
(the "Fund"), a series of Republic Funds, a Massachusetts business trust (the
"Trust"), under the Securities Act of 1933, as amended (the "1933 Act"). I
understand that the Fund proposes to file a notice (the "Notice") with the
Securities and Exchange Commission (the "Commission") with respect to the Fund
for the fiscal year ended September 30, 1995, pursuant to such Rule 24f-2 under
the 1940 Act. This opinion is being furnished with a view to your filing it with
the Commission in conjunction with the filing of the Notice.
This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts in such Commonwealth. This opinion is limited
solely to the Shares of the Fund as of the fiscal year ended September 30, 1995
as reflected in the Notice. I understand that the foregoing limitation is
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is
my opinion that the Shares covered by the Notice were legally issued and (to the
extent still outstanding) are fully paid and non-assessable, except that, as set
forth in the Fund's registration statement as currently in effect filed with the
Commission pursuant to the 1933 Act, shareholders of the Fund may under certain
circumstances be held personally liable for its obligations.
Very truly yours,
/s/PHILIP W. COOLDIGE
Philip W. Coolidge
