U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1996
5. Check this 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:
303,649 shares; $3,486,262
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
303,649 shares; $3,486,262
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):
121,541 shares; $1,408,384
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):
$3,486,262
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+$1,408,384
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
($5,900,440)
(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):
($1,005,794)
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6):
x .000303 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: 12/27/96
<PAGE>
KILPATRICK & CODY, L.L.P.
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
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 149, bte 15
1050 Brussels
December 27, 1996
The Sheffield Funds, Inc.
900 Circle 75 Parkway
Suite 750
Atlanta, GA 30339
Re: Rule 24f-2 Notice for Fiscal Year Ended October 31, 1996
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 27, 1996. According to the Certificate, the Company
issued 425,190 shares of Stock during the fiscal year ended on October 31,
1996 (the "Registered Stock"), and received consideration of not less than
the par value for each share of Registered Stock.
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/ Reinaldo Pascual
----------------------
Reinaldo Pascual
