March 28, 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 Funds
File No.33-26305
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
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
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: Compass Capital Funds
400 Bellevue Parkway
Wilmington, DE 19809
2.Name of each series or class of funds for which this notice is filed:
New Jersey Municipal Money Market Portfolio
New Jersey Tax-Free Income Portfolio
3.Investment Company Act File Number: 811-5742
Securities Act File Number: 33-26305
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 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:
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:
None
9.Number and aggregate sale price of securities sold during the fiscal year:
Number: 111,427,072
Sale Price: $198,123,686
10.Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
Number: 111,427,072
Sale Price: $198,123,686
11.Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Number: 54,670
Sale Price: $54,670
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): $ 198,123,686
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 54,670
(iii)Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 21,090,357
(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):$ 177,087,999
(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) multiplied by line (vi)]: $ 61,064.83
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: 3/27/96
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 Morgan R. Jones
Secretary
Date March 28, 1996
March 28, 1996
Compass Capital Funds
Bellevue Park Corporate Center
103 Bellevue Parkway
Suite 152
Wilmington, DE 19809
Re: Rule 24f-2 Notice for Compass Capital Funds
(Registration No. 33-26305)
Gentlemen:
We have acted as counsel for Compass Capital Funds, a Massachusetts business
trust (the "Fund"), in connection with the registration, under the Securities
Act of 1933, as amended, of the Fund's Class Z-1, Class Z-2, Class Z-3, Class
AA-1 and Class AA-2 Shares made definite in number by the Fund's Rule 24f-2
Notice accompanying this opinion (collectively, the "Shares"). During the
fiscal year ended January 31, 1996, all of the above-referenced Shares were
registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended. The Fund is authorized to issue an unlimited number of Shares of
each class, with a par value of $.001. We have reviewed the Fund's
Declaration of Trust as amended, its Code of Regulations, resolutions adopted
by its Board of Trustees and shareholders and such other legal and factual
matters as we have considered necessary. We have relied on an opinion of
Ropes & Gray, special Massachusetts counsel to the Fund, insofar as our
opinion below relates to matters arising under the laws of the Commonwealth
of Massachusetts.
On the basis of and subject to the foregoing, we are of the opinion that the
foregoing Shares registered pursuant to Rule 24f-2 were, when issued for payment
as described in the Fund's prospectuses for such respective classes of Shares,
legally issued, fully paid, and non-assessable 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 Fund. However, the Declaration of Trust disclaims shareholder liability
for acts or obligations of the Fund and requires that notice of such
disclaimer be given in every note, bond, contract, order or other undertaking
issued by or on behalf of the Fund or its trustees, and in the stationery used
by the Fund. The Declaration of Trust provides for indemnification out of
the assets of the Fund belonging to the class(es) of Shares owned by each
shareholder (and other classes having the same alphabetical designation) 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 relevant class of Shares itself (and
other classes having the same alphabetical designation) would be unable to
meet its obligations.
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
DRINKER BIDDLE & REATH
