May 28, 1995
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
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:
Short Government Bond Portfolio
Core Bond 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: 3/31/96
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: 59,928,619
Sale Price: $593,579,719
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 59,928,619
Sales Price: $593,579,719
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 133,285
Sale Price: $ 1,313,910
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): $ 593,579,719
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):+ 1,313,910
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 51,335,059
(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): $ 543,558,570
(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)]: $ 187,433.99
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: May 24, 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: \s\Morgan R. Jones
Morgan R. Jones
Secretary
Date: May 28, 1996
May 28, 1996
Compass Capital Funds
Bellevue Park Corporate Center
400 Bellevue Parkway
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 R-1, Class R-2, Class R-3, Class
BB-1, Class BB-2, Class BB-3 and Class BB-4 Shares made definite in number by
the Fund's Rule 24f-2 Notice accompanying this opinion (collectively, the
"Shares"). During the fiscal period ended March 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
