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:
Reynolds Funds, Inc.
Wood Island, 3rd Floor
80 Sir Francis Drake Blvd.
Larkspur, California 94939
2. Name of each series or class of funds for which this notice is filed:
Reynolds Funds, Inc. Common Stock, $.01 par value, consisting of the
following funds: Reynolds U.S. Government Bond Fund, Reynolds Blue
Chip Growth Fund, Reynolds Money Market Fund and Reynolds Opportunity
Fund
3. Investment Company Act File Number: 811-5549
Securities Act File Number: 33-21718
4. Last day of fiscal year for which this notice is filed:
09/30/96
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:
13,199,259 shares - $28,717,523
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
13,199,259 shares - $28,717,523
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):
$ 28,717,523
-------------
(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):
- $27,074,186
-------------
(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):
$1,643,337
----------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6):
x 1/3300
-----------
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$ 497.98
===========
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:
November 21, 1996
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/ Camille F. Wildes
Secretary
Date November 11, 1996
*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
November 21, 1996
Reynolds Funds, Inc.
Wood Island, 3rd Floor
80 Sir Francis Drake Blvd.
Larkspur, California 94939
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 Reynolds
Funds, Inc. 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 Reynolds Funds, Inc. dated November 11, 1996;
(c) corporate proceedings relative to the authorization for issuance 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 September 30, 1996 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. We have not examined the
stock register books of the Reynolds Blue Chip Growth Fund, Reynolds Money
Market Fund, Reynolds U.S. Government Bond Fund and Reynolds Opportunity
Fund series of Reynolds Funds, Inc. In opining that the shares of Stock
sold in the fiscal year ended September 30, 1996 were fully paid, we have
relied upon a certificate of an officer of Reynolds 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 Reynolds Funds, Inc. for its
fiscal year ended September 30, 1996. 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
