November 26, 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:
Value Equity Portfolio
Growth Equity Portfolio
Small Cap Growth Equity Portfolio
Select Equity Portfolio
Index Equity Portfolio
Small Cap Value Equity Portfolio
International Equity Portfolio
International Emerging Markets Portfolio
Balanced Portfolio
Short Government Bond Portfolio
Intermediate Government Bond Portfolio
Intermediate Bond Portfolio
Core Bond Portfolio
Government Income Portfolio
Managed Income Portfolio
International Bond Portfolio
Tax-Free Income Portfolio
Pennsylvania Tax-Free Income Portfolio
New Jersey Tax-Free Income Portfolio
Ohio Tax-Free Income Portfolio
Money Market Portfolio
U.S. Treasury Money Market Portfolio
Municipal Money Market Portfolio
New Jersey Municipal Money Market Portfolio
North Carolina Municipal Money Market Portfolio
Ohio Municipal Money Market Portfolio
Pennsylvania Municipal Money Market Portfolio
Virginia Municipal Money Market Portfolio
Multi-Sector Mortgage Securities Portfolio III
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:
September 30, 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:
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:
Number: 2,140,136,586
Amount: $2,197,916,213
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 18,713,252,201
Sale Price: $22,853,720,068
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 16,573,405,615
Sale Price: $20,655,803,855
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 38,466,787
Sale Price: $226,184,852
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): $ 20,655,803,855
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 226,184,852
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 20,459,545,263
(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): $ 422,443,444
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 128,013.16
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:
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/Linda Kaufmann
Linda Kaufmann
Assistant Treasurer
Date: November 25, 1996
November 26, 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 shares of each investment portfolio of the Fund
made definite in number by the Fund's Rule 24f-2 Notice accompanying this
opinion (collectively, the "Shares"). During the fiscal year or periods
ended September 30, 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
of each investment portfolio, 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
