February 12, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Compass Capital Group
File No. 811-5435
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(202) 467-7283.
Very Truly Yours,
Catherine M. Saadeh
Enclosures
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: The Compass Capital Group
680 East Swedesford Road
Wayne, PA 19087
2. Name of each series or class of funds for which this notice is filed:
Municipal Money Fund Equity Income Fund
New Jersey Municipal Money Fund Growth Fund
Pennsylvania Municipal Money Fund Small Company Fund
Cash Reserve Fund International Equity Fund
U.S. Treasury Fund Balanced Fund
Municipal Bond Fund Short/Intermediate Fund
New Jersey Municipal Bond Fund Fixed Income Fund
Pennsylvania Municipal Bond Fund International Fixed Income Fund
3. Investment Company Act File Number: 811-5435
Securities Act File Number: 33-19416
4. Last day of fiscal year for which this notice is filed: 1/31/96
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year of 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:
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
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: 95,815,975
Aggregate Sale Price:$95,815,975
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 2,471,484,854
Aggregate Sale Price: $2,594,732,302
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 2,375,668,879
Aggregate Sale Price: $2,498,916,327
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 8,274,743
Aggregate Sale Price: $ 83,750,049
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): $2,498,916,327
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 83,750,049
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): -4,714,731,989
(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): $(2,132,065,613)
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation: \2900
(vii) Fee due [line (I) or line (v) multiplies by line (vi)]: $ 0
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).
[ ]
Date of mailing or wire transfer of filing 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 Jeffrey A. Cohen
Controller and Chief Financial Officer
Date February 12, 1996
February 12, 1996
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
Compass Capital Group (the "Trust") is a trust organized under the laws of
the Commonwealth of Massachusetts with its principal place of business in
Boston, Massachusetts. The Trust is about to file a Rule 24f-2 Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended,
(the "1940 Act") for the purpose of making definite the number of shares
of beneficial interest ("Shares") which it has registered under the Securities
Act of 1933, as amended, (the "Securities Act") and which it sold during its
fiscal year ended.
As counsel to SEI Financial Services Company, I have examined copies, either
certified or otherwise proved to be genuine, of its Agreement and Declaration
of Trust, and By-Laws, as now in effect, the minutes of meetings of its
Trustees and other documents relating to the Trust's organization and
operation, as I have deemed necessary in rendering this opinion. I have been
advised that during its fiscal year ended 1/31/96, the Trust sold
2,383,943,622 Shares at an aggregate sales price of $2,582,666,376 and
redeemed 3,508,165,863 Shares having an aggregate redemption price of
$4,714,731,989. Based upon the foregoing, it is my opinion that:
1. The Trust is authorized to issue an unlimited number of Shares,
including those Shares now issued and outstanding. Under
Massachusetts law, such Shares which were issued and subsequently
were redeemed by the Trust may be resold.
2. The amount $2,383,943,622 Shares sold during the Trust's fiscal year
ended 1/31/96, the registration of which will be made definite by the
filing of a Rule 24f-2 Notice, were legally issued, fully paid and
non-assessable. I express no legal opinion with respect to
compliance with the Securities Act, the 1940 Act or applicable state
securities laws in connection with the sale of such Shares.
The Trust is an entity of the type commonly known as "Massachusetts business
trust". Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
The Declaration of Trust states that creditors of, contractors with and
claimants against the Trust shall look only to the assets of the Trust for
payment. It also requires that notice of such disclaimer be given in each
contract or instrument made or issued by the officers or the Trustees of the
Trust on behalf of the Trust. The Declaration of Trust further provides: (i)
for indemnification out of Trust assets for all loss and expense of any
shareholder held personally liable for the obligations of the Trust by virtue
of ownership of Shares of the Trust; and (ii) for the Trust to assume the
defense of any claim against the shareholder for any act or obligation of the
Trust. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Trust would be
unable to meet its obligations.
I hereby consent to this opinion accompanying the Rule 24f-2 Notice which the
Trust is about to file with the Securities and Exchange Commission.
Very truly yours,
/s/ Morgan, Lewis & Bockius, L.L.P.
Morgan, Lewis & Bockius, L.L.P.
