<PAGE> 1
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:
The Sheffield Funds, Inc.
900 Circle 75 Parkway
Suite 750
Atlanta, Georgia 30339
2. Name of each series or class of funds for which this notice is filed:
Common Stock par value $.001
3. Investment Company Act File Number:
811-5886
Securities Act File Number:
33-32620
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
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:
N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class of 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 series 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:
499,032 shares; $5,497,317
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
499,032 shares; $5,497,317
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
130,441 shares; $1,293,374
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):
$5,497,317
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+1,293,374
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable:
-7,628,425
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction of filing fees pursuant to
rule 24e-2 (if applicable):
+ N/A
(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):
(837,734)
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6):
x .0003448
N/A
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
-0-
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 (17CFR 202.3a).
-----
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 of the issuer and in
the capacities and on the dates indicated>
By (Signature and Title)* /s/ Caroline L. Scott
---------------------
Caroline L. Scott
Treasurer
Date: 12/19/95
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KILPATRICK & CODY
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
<TABLE>
<S> <C>
Telephone Other Offices
404 815-6500
1400 First Union Bank Bldg.
P.O. Box 2043
Facsimile Augusta, Georgia 30903
404 815-6555
Suite 800
Direct Dial 700 13th Street, N.W.
Washington, D.C. 20005
68 Pall Mall
London SWIY 5ES
Avenue Louise 65, bte 3
1050 Brussels
</TABLE>
December 20, 1995
The Sheffield Funds, Inc.
900 Circle 75 Parkway
Suite 750
Atlanta, GA 30339
Re: Rule 24f-2 Notice for Fiscal Year Ended October 31, 1995
Concerning The Sheffield Funds, Inc. (File Nos. 33-32620 and
811-5886)
Ladies and Gentlemen:
We have served as counsel for The Sheffield Funds, Inc., a Maryland
corporation (the "Company"), in connection with the registration of the Company
as an investment company under the Investment Company Act of 1940, as amended
(File No. 811-5886), and the registration of the offering and sale of an
indefinite number of shares of common stock, par value $.001 per share (the
"Stock"), of the Company under the Securities Act of 1933, as amended, pursuant
to the Company's Registration Statement on Form N-1A (No. 33-32620) (the
"Registration Statement").
We have examined and are familiar with originals or copies (certified
or otherwise identified to our satisfaction) of such documents, corporate
records and other instruments relating to the incorporation of the Company and
to the authorization and issuance of the Registered Stock (as defined below) as
we have deemed necessary and advisable. Our opinion is limited to matters
arising under the provisions of the Maryland General Corporation Law applicable
to the issuance of the Registered Stock by the Company.
In rendering this opinion, we have reviewed and relied upon an
Officer's Certificate (the "Certificate") from Caroline L. Scott, Treasurer of
the Company, dated December 20, 1995. According to the Certificate, the
Company issued 629,473 shares of Stock during the fiscal year ended on October
31, 1995 (the "Registered Stock"), and received consideration of not less than
the par value for each such share of Registered Stock.
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KILPATRICK & CODY
The Sheffield Funds, Inc.
December 20, 1995
Page 2
In our examination we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
As to all factual matters relating to this opinion, including those
addressed in the Certificate, we have relied solely upon, and have assumed the
accuracy, completeness and genuineness of, oral and written representations
made to us by officers of the Company without making any independent
investigation with respect thereto.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the
Registered Stock was, upon issuance thereof against payment therefor, as
contemplated in the Registration Statement, legally and validly issued, fully
paid and non-assessable.
Very truly yours,
KILPATRICK & CODY
By:/s/ David A. Stockton
---------------------
David A. Stockton
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OFFICER'S CERTIFICATE
THE UNDERSIGNED HEREBY CERTIFIES individually and on behalf of The
Sheffield Funds, Inc., a Maryland Corporation (the "Company"), and for purposes
of the opinion to be rendered by Kilpatrick & Cody in connection with the Rule
24f-2 Notice to be filed with the Securities and Exchange Commission ("SEC")
for the fiscal year ended October 31, 1995, that I am the duly elected and
qualified Treasurer of the Company and:
(1) As of the close of business on October 31, 1995, the following
number of shares of the Company's common stock, $.001 par value per share (the
"Stock"), had been issued pursuant to the Company's Registration Statement on
Form N-1A (No. 33-32620), during the fiscal year ended October 31, 1995:
<TABLE>
<CAPTION>
Number of
Class of Issued
Stock Shares
-------- ---------
<S> <C>
Common 629,473
</TABLE>
(2) As of the close of business on October 31, 1995, the following
number of shares of Stock were issued and were outstanding:
<TABLE>
<CAPTION>
Number of
Issued and
Class of Outstanding
Stock Shares
-------- -----------
<S> <C>
Common 2,483,318
</TABLE>
(3) As of the close of business on October 31, 1995, the following
number of shares of the Stock had been redeemed and cancelled during the fiscal
year ended October 31, 1995:
<TABLE>
<CAPTION>
Number of
Class of Shares Redeemed
Stock and Cancelled
-------- ---------------
<S> <C>
Common 747,478
</TABLE>
(4) Except as to shares of Stock issued as a stock dividend, stock
split or stock distribution, if any, all of the shares of Stock issued by the
Company were issued for cash and/or securities whose values were readily
ascertainable and were readily marketable and the Company received not less
than the consideration authorized by the directors and required by the
provisions of the Investment Company Act of 1940, as amended, which in each
case was at least the par value of that share of Stock.
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(5) As to each share of Stock issued as a stock dividend, stock
split or stock distribution, if any, the Company transferred to the stated
capital account the proper amount (or made any other appropriate similar
transfer) under the applicable statues, rules, and regulations, under the
Company's articles of incorporation and bylaws, in each case as in effect on
the declaration, record, and payment dates of the stock dividend, stock split
or stock distribution, which amount was the amount determined by the directors.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the
Company as of the 20th day of December, 1995.
/s/ Caroline L. Scott
---------------------
Caroline L. Scott
Treasurer
[Corporate Seal]
2
