DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, PA 19107
March 3, 1997
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pegasus Funds (formerly, The Woodward Funds)
File Nos. 33-13990/811-5148
Rule 24f-2 Notice
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Ladies and Gentlemen:
On behalf of Pegasus Funds (the "Trust"), please find
enclosed the following:
1. Rule 24f-2 Notice for the Trust for its fiscal year ended
December 31, 1996; and
2. Opinion of counsel required by Rule 24f-2(b)(1) under the
Investment Company Act of 1940.
If you have any questions regarding this filing please contact me.
Very truly yours,
/s/ Christina T. Simmons
------------------------
Christina T. Simmons
CTS/sg
Enclosures
<PAGE>
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:
Pegasus Funds
c/o NBD Bank
900 Tower Drive
P.O. Box 7058
Troy, Michigan 48007-7058
2. Name of each series or class of funds for which this notice is filed:
Series A ("Government Fund")
Series B ("Money Market Fund")
Series C ("Municipal Money Market Fund")
Series D ("Cash Management Fund")
Series E ("U.S. Government Securities Cash Management Fund")
Series F ("Treasury Prime Cash Management Fund")
Series G ("Equity Income Fund")
Series H ("Growth and Value Fund")
Series I ("Mid-Cap Opportunity Fund")
Series J ("Intrinsic Value Fund")
Series K ("Intermediate Bond Fund")
Series L ("Bond Fund")
Series M ("Michigan Municipal Money Market Fund")
Series N ("Equity Index Fund")
Series O ("Treasury Money Market Fund")
Series P ("Municipal Bond Fund")
Series Q ("Michigan Municipal Bond Fund")
Series R ("Managed Assets Balanced Fund")
Series S ("Growth Fund")
Series T ("International Equity Fund")
Series U ("Short Bond Fund")
Series W ("Small Cap Opportunity Fund")
Series X ("Intermediate Municipal Bond Fund")
Series Y ("Managed Assets Conservative Fund")
Series Z ("Income Fund")
Series AA ("International Bond Fund")
Series BB ("Managed Assets Growth Fund")
3. Investment Company Act File Number: 811-5148
Securities Act File Number: 33-13990
4. Last day of fiscal year for which this notice is filed: December 31,
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): N/A
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.
None
<PAGE>
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:
Shares -- 44,726,970,372
Price -- $47,378,804,921
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
Shares -- 44,726,970,372
Price -- $47,378,804,921
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 under items
9 and 10
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
Rule 24f-2: $47,378,804,921
---------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans:
---------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year: $45,202,778,212
---------------
(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: $ 2,176,026,709
---------------
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation: /3300
---------------
(vii) Fee due: $ 659,402
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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:
March 3, 1997
<PAGE>
SIGNATURES
This report has been signed below by the following person on behalf of
the issuer and in the capacity and on the date indicated.
By (Signature and Title)* /s/ W. Bruce McConnel, III
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W. Bruce McConnel, III
Secretary
Pegasus Funds
Date: February 28, 1997
*Please print the name and title of the signing officer below the
signature.
<PAGE>
DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, PA 19107
February 28, 1997
Pegasus Funds
c/o NBD Bank
P.O. Box 7058
Troy, Michigan 48007-7058
Re: Rule 24f-2 Notice for Pegasus Funds
(formerly, The Woodward Funds)
(Registration No. 33-13990/811-5148)
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Ladies and Gentlemen:
We have acted as counsel for Pegasus Funds, a Massachusetts
business trust (the "Fund"), in connection with the registration pursuant to
Rule 24f-2 under the Investment Company Act of 1940 of its shares of
beneficial interest, par value $.10 per share, in the Government Fund, Money
Market Fund, Cash Management Fund, U.S. Government Securities Cash Management
Fund, Treasury Prime Cash Management Fund, Equity Income Fund, Municipal
Money Market Fund, Michigan Municipal Money Market Fund, Growth and Value
Fund, Mid-Cap Opportunity Fund, Intrinsic Value Fund, Intermediate Bond Fund,
Bond Fund, Equity Index Fund, Treasury Money Market Fund, Municipal Bond
Fund, Michigan Municipal Bond Fund, Managed Assets Balanced Fund, Growth
Fund, International Equity Fund, Short Bond Fund, Small Cap Opportunity Fund,
Intermediate Municipal Bond Fund, Managed Assets Conservative Fund, Income
Fund, International Bond Fund and Managed Assets Growth Fund (collectively,
"Shares"). The Fund is authorized to issue an unlimited number of Shares.
In giving the opinion stated below, we have reviewed the
Fund's Amended and Restated Declaration of Trust as amended, its By-Laws,
resolutions adopted by its Board of Trustees and shareholders and such other
legal and factual matters as we have deemed appropriate. We have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such latter
documents. Insofar as our opinion below relates to matters pertaining to
Massachusetts law, we have relied upon the opinion of Ropes & Gray, special
Massachusetts counsel to the Fund.
On the basis of the foregoing, we are of the opinion that the
aforementioned Shares registered pursuant to Rule 24f-2 during the Fund's
fiscal year ended December 31, 1996 were, when issued and sold for the
consideration described in the Fund's Registration Statement, as amended, and
for not less than the applicable par value per share, validly issued, fully
paid and nonassessable by the Fund.
Under Massachusetts law, shareholders of a Massachusetts
business trust could, under certain circumstances, be held personally liable
for the obligations of the trust. However, the Amended and Restated
Declaration of Trust disclaims shareholder liability for acts or obligations
of the Fund and requires that notice of such disclaimer be given in any
written agreement, undertaking or obligation made or issued on behalf of the
Fund. The Amended and Restated Declaration of Trust provides for
indemnification out of the assets of the Fund for all loss and expense of any
shareholder held personally liable solely by reason of his or her being or
having been a shareholder. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its
obligations.
<PAGE>
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as part of the Fund's Rule 24f-2 Notice.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
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DRINKER BIDDLE & REATH
