<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, 1997
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:
<TABLE>
<CAPTION>
Aggregate
Shares Dollar Amount
------------ -------------
<S> <C>
81,063,691 $73,641,687
</TABLE>
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 1,174,068,226 $1,174,068,226
Government Money Market Fund 1,219,474,458 1,219,474,458
Tax-Exempt Money Market Fund 290,334,386 290,334,386
Tax-Exempt Money Market Fund (Trust) 174,863,800 174,863,800
Value Equity Fund 1,761,912 26,776,074
Intermediate Fixed Income Fund 888,960 9,051,439
Maryland Tax-Exempt Bond Fund 91,722 946,151
International Equity Fund 840,256 11,703,559
------------- --------------
TOTAL 2,862,323,720 $2,907,218,093
</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>
2,781,260,029 $2,833,576,406
</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 868,858 $ 868,858
Government Money Market Fund 443,441 443,441
Tax-Exempt Money Market Fund 2,247 2,247
Tax-Exempt Money Market Fund (Trust) 0 0
Value Equity Fund 230,155 3,617,325
Intermediate Fixed Income Fund 125,126 1,289,033
Maryland Tax-Exempt Bond Fund 12,161 125,579
International Equity Fund 40,514 500,517
--------- ----------
TOTAL 1,722,502 $6,847,000
</TABLE>
12. Calculation of registration fee:
<TABLE>
<C> <S> <C>
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on Rule 24f-2 (from Item 10): $ 2,833,576,406
-----------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 6,847,000
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): ** - 2,755,166,225
-----------------
(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): $ 85,257,181
-----------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $25,836
=================
</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.
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]
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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 25, 1997
*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 1,132,965,297 $1,132,965,297
Government Money Market Fund 1,143,857,569 1,143,857,569
Tax-Exempt Money Market Fund 260,981,502 260,981,502
Tax-Exempt Money Market Fund (Trust) 171,859,030 171,859,030
Value Equity Fund 1,467,446 21,906,308
Intermediate Fixed Income Fund 1,122,819 11,451,174
Maryland Tax-Exempt Bond Fund 303,265 3,115,604
International Equity Fund 626,614 9,029,741
------------- --------------
TOTAL 2,713,183,542 $2,755,166,225
</TABLE>
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DRINKER BIDDLE & REATH LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
July 22, 1997
M.S.D. & T. Funds, Inc.
Two Hopkins Plaza
Baltimore, MD 21201
Re: Form 24F-2 for M.S.D. & T. Funds, Inc.;
Registration Nos. 33-27491 and 811-5782
---------------------------------------
Ladies and Gentlemen:
We have acted as counsel for M.S.D. & T. Funds, Inc., a Maryland
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,781,260,029 shares of the Company's
common stock (the "Shares"), par value $.001 per share, in its Prime Money
Market Fund, Government Money Market Fund, Tax-Exempt Money Market Fund, Tax-
Exempt Money Market Fund (Trust), Value Equity Fund, Intermediate Fixed Income
Fund, Maryland Tax-Exempt Bond Fund and International Equity Fund, made definite
in number by the Form 24F-2 which this opinion accompanies. During the
Company's fiscal year ended May 31, 1997 (the "Fiscal Year"), all said Shares
were registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.
At all times during the Fiscal Year, the Company was authorized to
issue a total of 10 billion shares of common stock. During the Fiscal Year, all
of the Shares were classified among the portfolios identified above. We have
been informed by the Company's administrator that at no time during the Fiscal
Year did the number of issued and outstanding Shares of any portfolio exceed the
number of Shares of such portfolio that the Company was authorized to issue.
We have reviewed the Company's Charter, its Bylaws, resolutions
adopted by its Board of Directors and holders of its Shares, and such other
legal and factual matters as we have deemed appropriate, and we have relied on
the accuracy of the information in the Form 24F-2 which this opinion
accompanies.
<PAGE>
M.S.D. & T. Funds, Inc.
July 22, 1997
Page Two
This opinion is based exclusively on the Maryland General Corporation
Law and the federal law of the United States of America.
Based on the foregoing, we are of the opinion that the Shares were,
when issued against payment therefor as described in the Company's prospectuses,
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 Form 24F-2.
Very truly yours,
/s/ DRINKER BIDDLE & REATH LLP
DRINKER BIDDLE & REATH LLP
