<PAGE>
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:
M.S.D. & T. Funds, Inc.
Two Hopkins Plaza
Baltimore, MD 21201
2. Name of each series or class of funds for which this notice is filed:
Prime Money Market Fund - Class A shares of common stock
Government Money Market Fund - Class B shares of common stock
Tax-Exempt Money Market Fund - Class C shares of common stock
Tax-Exempt Money Market Fund (Trust) - Class D shares of common stock
Value Equity Fund - Class E and Class E-Special Series 1
shares of common stock
Intermediate Fixed Income Fund - Class F and Class F-Special Series 1
shares of common stock
Maryland Tax-Exempt Bond Fund - Class G shares of common stock
International Equity Fund - Class H shares of common stock
3. Investment Company Act File Number:
811-5782
Securities Act File Number:
33-27491
4. Last day of fiscal year for which this notice is filed:
May 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:
N/A
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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:
<TABLE>
<CAPTION>
Aggregate
Shares Dollar Amount
------------- --------------
<S> <C> <C>
Prime Money Market Fund 434,185,717 $ 434,185,717
Government Money Market Fund 546,351,190 546,351,190
Tax-Exempt Money Market Fund 98,464,935 98,464,935
Tax-Exempt Money Market Fund (Trust) 43,529,526 43,529,526
Value Equity Fund 1,701,587 23,755,709
Intermediate Fixed Income Fund 1,204,659 12,610,555
Maryland Tax-Exempt Bond Fund 115,810 1,203,881
International Equity Fund 1,059,437 12,630,589
------------- --------------
TOTAL 1,126,612,861 $1,172,732,102
============= ==============
</TABLE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
<TABLE>
<CAPTION>
Aggregate
Shares Dollar Amount
------------- --------------
<S> <C> <C>
Prime Money Market Fund 434,185,717 $ 434,185,717
Government Money Market Fund 546,351,190 546,351,190
Tax-Exempt Money Market Fund 98,464,935 98,464,935
Tax-Exempt Money Market Fund (Trust) 43,529,526 43,529,526
Value Equity Fund 1,701,587 23,755,709
Intermediate Fixed Income Fund 1,204,659 12,610,555
Maryland Tax-Exempt Bond Fund 115,810 1,203,881
International Equity Fund 1,059,437 12,630,589
------------- --------------
TOTAL 1,126,612,861 $1,172,732,102
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</TABLE>
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
<TABLE>
<CAPTION>
Aggregate
Shares Dollar Amount
--------- -------------
<S> <C> <C>
Prime Money Market Fund 977,895 $ 977,895
Government Money Market Fund 208,389 208,389
Tax-Exempt Money Market Fund 4,217 4,217
Tax-Exempt Money Market Fund (Trust) 0 0
Value Equity Fund 335,623 4,599,763
Intermediate Fixed Income Fund 108,788 1,139,126
Maryland Tax-Exempt Bond Fund 15,078 157,194
International Equity Fund 55,904 656,985
--------- ----------
TOTAL 1,705,894 $7,743,569
========= ==========
</TABLE>
<TABLE>
<S> <C>
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): $1,172,732,102
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 7,743,569
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 1,180,475,671/**/
(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): 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see Instruction
C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 0
==============
</TABLE>
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.
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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: N/A
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)* /s/ W. Bruce McConnel, III
----------------------------
W. Bruce McConnel, III, Secretary
Date July 29, 1996
*Please print the name and title of the signing officer below the
signature.
------------------------------------------
<TABLE>
<CAPTION>
- - Number of Shares Price of Shares
Redeemed or Redeemed or
Repurchased Repurchased
---------------- ---------------
<S> <C> <C>
Prime Money Market Fund 490,322,690 $ 490,322,690
Government Money Market Fund 545,573,787 545,573,787
Tax-Exempt Money Market Fund 117,428,168 117,428,168
Tax-Exempt Money Market Fund (Trust) 52,034,691 52,034,691
Value Equity Fund 1,459,811 20,452,156
Intermediate Fixed Income Fund 1,232,354 12,860,617
Maryland Tax-Exempt Bond Fund 321,232 3,368,450
International Equity Fund 1,009,713 12,076,799
------------- --------------
TOTAL 1,209,382,446 $1,254,117,358
============= ==============
</TABLE>
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Law Offices
DRINKER BIDDLE & REATH
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
July 29, 1996
M.S.D. & T. Funds, Inc.
Two Hopkins Plaza
Baltimore, MD 21201
RE: Rule 24f-2 Notice M.S.D. & T. Funds, Inc.
(Registration Nos. 33-27491 and 811-5782)
-----------------------------------------
Gentlemen:
We have acted as counsel for M.S.D. & T. Funds, Inc., a Maryland
corporation (the "Company"), in connection with the registration of
1,128,318,755 shares of the Fund's Common Stock, par value $.001 per share,
consisting of 435,163,612 shares of its Class A Common Stock (Prime Money Market
Fund); 546,559,579 shares of its Class B Common Stock (Government Money Market
Fund); 98,469,152 shares of its Class C Common Stock (Tax-Exempt Money Market
Fund); 43,529,526 shares of its Class D Common Stock (Tax-Exempt Money Market
Fund (Trust)); 2,037,210 shares of its Class E and Class E - Special Series 1
Common Stock (Value Equity Fund); 1,313,447 shares of its Class F and Class F -
Special Series 1 Common Stock (Intermediate Fixed Income Fund); 130,888 shares
of its Class G Common Stock (Maryland Tax-Exempt Bond Fund); and 1,115,341
shares of its Class H Common Stock (International Equity Fund), under the
Securities Act of 1933, as amended. During the Company's fiscal year ended May
31, 1996 (the "Fiscal Year"), all of said shares were registered pursuant to
Rule 24f-2 under the Investment Company Act of 1940.
In giving the opinion stated below, we have reviewed the Company's Charter,
its Bylaws, resolutions adopted by its Board of Directors and shareholders and
such other legal and factual matters as we have deemed appropriate. At all
times during the Fiscal Year, the Company was authorized to issue a total of 10
billion shares of capital stock, par value $.001 per share, of which, from June
1, 1995 through May 31, 1996, 700 million shares
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M.S.D. & T. Funds, Inc.
July 29, 1996
Page 2
were classified as the Prime Money Market Fund, 700 million shares were
classified as the Government Money Market Fund, 600 million shares were
classified as the Tax-Exempt Money Market Fund, 600 million shares were
classified as the Tax-Exempt Money Market Fund (Trust), 1 billion shares (500
million Institutional shares and 500 million AFBA Five Star shares) were
classified as the Value Equity Fund, 1 billion shares (500 million Institutional
shares and 500 million AFBA Five Star shares) were classified as the
Intermediate Fixed Income Fund, 400 million shares were classified as the
Maryland Tax-Exempt Bond Fund and 400 million shares were classified as the
International Equity Fund. We have been informed by the Administrator of the
Company that at no time during the Fiscal Year did the number of issued and
outstanding shares of the Company's Common Stock exceed the number of such
shares that the Company was then authorized to issue.
Based on the foregoing, we are of the opinion that the aforementioned
shares of Common Stock of the Company registered pursuant to Rule 24f-2 during
the Fiscal Year were, when issued for payment as described in the Company's
Prospectuses pertaining to the Common Stock, legally issued, fully paid and non-
assessable by the Company.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Company's Rule 24f-2 Notice.
Very truly yours,
/s/ Drinker Biddle & Reath
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DRINKER BIDDLE & REATH
