FOUNTAIN SQUARE FUNDS
24F-2NT, 1996-09-26
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<PAGE>   1
                    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:
                             Fountain Square Funds
                               3435 Stelzer Road
                              Columbus, Ohio 43219
- -------------------------------------------------------------------------------
2.  Name of each series or class of funds for which this notice is filed:

                                 SEE EXHIBIT A

- -------------------------------------------------------------------------------
3.  Investment Company Act File Number: 811-5669


    Securities Act File Number: 33-24848



- -------------------------------------------------------------------------------
4.  Last day of fiscal year for which this notice is filed: July 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):



- -------------------------------------------------------------------------------
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 begininng of the
   fiscal year:

                                    0 Price
                                    0 Shares
- -------------------------------------------------------------------------------
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:

                        Shares           2,921,434,939
                        Price           $3,137,950,185

- -------------------------------------------------------------------------------


<PAGE>   2
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10. Number and aggregate sale price of securities sold during the fiscal year
    in reliance upon registration pursuant to rule 24f-2:

                        Shares           2,921,434,939
                        Price           $3,137,950,185
- -------------------------------------------------------------------------------
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):
                        Shares            3,109,918
                        Price           $10,344,045
- -------------------------------------------------------------------------------
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):   $3,137,950,185
                                                                 --------------

   (ii) Aggregate price of shares issued in connection with
        dividend reinvestment plans (from Item 11, if 
        applicable):                                               $10,344,045  
                                                                 --------------

  (iii) Aggregate price of shares redeemed or repurchased 
        during the fiscal year (if applicable):                 $2,698,432,708
                                                                 --------------
                                                                
   (iv) Aggregate price of shares redeemed or repurchased 
        and previously applied as a reduction to filing fees 
        pursuant to rule 24e-2 (if applicable):                          $0.00
                                                                 --------------

    (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):                                    $449,861,522
                                                                 --------------
   (vi) Multiplier prescribed by Section 6(b) of the Securities 
        Act of 1933 or other applicable law or regulation (see 
        Instruction C.6):                                                /2900
                                                                 --------------

  (vii) Fee due [line (i) or line (v) multiplied by line (vi)]:    $155,124.66
                                                                 --------------

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).
                                    [     ]

    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 (Signature and Title)*
                                  -----------------------------------

                                  Jeff C. Cusick/Secretary
                                  -----------------------------------

Date  09/24/96
    ----------------------

*Please print the name and title of the signing officer below the signature.
<PAGE>   3
EXHIBIT A

FOUNTAIN SQUARE FUNDS
- ---------------------


Treasury Obligations
Commercial Paper                Trust Shares
                                Investment Shares
Government Cash Reserves        Trust Shares
                                Investment Shares
Ohio Tax Free Bond              A Shares
                                C Shares
Mid-Cap                         A Shares
                                C Shares
U.S. Govt. Securities           A Shares
                                C Shares
Quality Growth                  A Shares
                                C Shares
Balanced                        A Shares
                                C Shares
Quality Bond                    A Shares
                                C Shares
International Equity            A Shares
                                C Shares

<PAGE>   4

                        HOWARD & HOWARD ATTORNEYS, P.C.
                                   Suite 101
                           1400 North Woodward Avenue
                     Bloomfield Hills, Michigan 48304-2856
                                 (810) 645-1483
                            Telecopy (810) 645-1568

                               September 25, 1996

Fountain Square Funds
3435 Stelzer Road
Columbus, Ohio 43219-3035

Greetings:

     You have requested our opinion for use in conjunction with a Rule 24f-2
Notice for Fountain Square Funds (the "Trust") to be filed in respect of shares
of the Trust (the "Shares") sold for the fiscal year ended July 31, 1996,
pursuant to the Trust's registration statement filed with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933 (File No.
33-24848) (the "Registration Statement").

     In its Registration Statement, the Trust elected to register an indefinite
number of shares pursuant to the provisions of Investment Company Act Rule
24f-2.

     As counsel, we have participated in the preparation and filing of the
Trust's amended Registration Statement under the Securities Act of 1933.
Further, we have examined and am familiar with the provisions of the Declaration
of Trust dated September 15, 1988, as amended (the "Declaration of Trust"), the
Bylaws of the Trust, and such other documents and records deemed relevant. We
have also reviewed questions of law as deemed necessary or appropriate for the
purposes of this opinion.

     On the basis of the foregoing, it is our opinion the Shares sold for the
fiscal year ended July 31, 1996, registration of which the Rule 24f-2 Notice
makes definite in number, were legally issued, fully paid, and non-assessable by
the Trust.

     We hereby consent to the filing of this opinion as an exhibit to the Rule
24f-2 Notice referred to above, the Registration Statement of the Trust, and to
any application or registration statement filed under the securities laws of any
of the States of the United States.

     The foregoing opinion is limited to the federal laws of the United States
and the laws of the Commonwealth of Massachusetts, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.

                               Very truly yours,

                        HOWARD & HOWARD ATTORNEYS, P.C.

                             /s/ Robert C. Rosselot
                                Robert Rosselot


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