BA3DOCS1\0028447.01
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
Amendment No. 2
to
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer: The Chapman Funds, Inc.
The World Trade Center
401 East Pratt Street
Baltimore, Maryland 21202
2. Name of each series or class of funds for which this
notice is filed:
The Chapman US Treasury Money Fund
3. Investment Company Act File Number: 811-5697
Securities Act File Number: 33-25716
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
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 the 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 beginning of the
fiscal year:
None
8. Number and amount of securities, if any, registered
during such fiscal year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold
during the fiscal year:
158,071,220
10. Number and aggregate sale price of securities sold
during such fiscal year in reliance upon registration
pursuant to rule 24f-2:
156,891,847
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):
1,179,373
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):
$
156,891,847
<PAGE>
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (From Item
11, if applicable):
+
1,179,373
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable):
-
143,710,447
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to 24e-2 (if applicable):
+ None
(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):
14,360,773
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
X .01/29
(vii) Fee due [line (i )or line (v) multiplied by line
(vii)]:
4,951.99
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 lock box depository as described in section 3a
of the Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a)
[ x ]
Date of mailing wire transfer of filing fees to the
Commission's lock box depository:
December 29,
1995
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in capacities and on the dates
indicated.
By /S/ NATHAN A. CHAPMAN, JR.
Nathan A. Chapman, Jr.
President
Date: December 29, 1995
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VENABLE, BAETJER AND HOWARD, LLP
2 Hopkins Plaza
1800 Mercantile Bank and Trust Company
Baltimore, Maryland 21201
December 29, 1995
The Chapman Funds, Inc.
401 E. Pratt Street
Suite 2800
Baltimore, Maryland 21202
Re: The Chapman Funds, Inc.
Ladies and Gentlemen:
We understand that The Chapman Funds, Inc., a
Maryland corporation (the "Company"), is about to file a
Rule 24f-2 Notice with the Securities and Exchange
Commission (the "SEC") pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, making definite
the registration of 158,071,220 shares of The Chapman US
Treasury Money Fund common stock, par value $.001 per share
(the "Shares"), of the Company sold pursuant to Rule 24f-2
during the Fund's fiscal year ended October 31, 1995.
We are acting as counsel for the Company and have
examined its Charter and Bylaws and the Prospectuses and
Statement of Additional Information included in its
Registration Statement on Form N-1A, as amended (the
"Prospectuses"), and have examined and relied upon such
corporate records of the Company and other documents and
certificates as to factual matters as we deem necessary for
the purpose of this opinion.
We have relied on a certificate of an officer of
the Company that (i) the number of Shares of each series and
class of the Company issued and outstanding at any time
during the fiscal year ended October 31, 1995 did not exceed
the number of Shares of each of the series and classes,
respectively, authorized in the Company's Charter, and
(ii) the Company or its authorized agent received the
authorized payment for the Shares and the Shares were issued
in accordance with the terms described in the Prospectuses.
We have assumed, without independent verification, the
genuineness of signatures on, and the authenticity of, all
documents furnished to us and the conformity of copies to
the originals.
<PAGE>
Based upon the foregoing, we are of the opinion
that the Shares, when issued, were validly and legally
issued and fully paid and nonassessable under the laws of
the State of Maryland.
This letter expresses our opinion as to the
Maryland General Corporation Law governing matters such as
the authorization and issuance of stock, but does not extend
to the securities or "blue sky" laws of Maryland, to federal
securities or to other laws.
We consent to the filing of this opinion as an
exhibit to the Company's Rule 24f-2 Notice. This opinion
may not be relied upon by any other person or for any other
purpose without our prior written consent.
Very truly yours,
/s/ VENABLE, BAETJER AND HOWARD,
LLP
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