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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.
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1. Name and address of issuer:
THE INFINITY MUTUAL FUNDS, INC.
3435 STELZER RD.
COLUMBUS, OHIO 43219
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2. Name of each series or class of funds for which this notice is filed:
SEE ATTACHED PAGE(1)
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3. Investment Company Act File Number: 811-6076
Securities Act File Number: 33-34080
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4. Last day of the fiscal year for which this notice is filed:
DECEMBER 31, 1995
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purpose of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24F-2
declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24F-2(a)(1). If
applicable:
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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
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24F-2:
NONE
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9. Number and aggregate sale price of securities sold during the fiscal year:
5,114,618,116.50 Price
5,081,493,700 Shares
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24F-2:
5,114,618,116.50 Price
5,081,493,700 Shares
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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:
41,515,978.38 Price
33,332,775 Shares
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24F-2: $5,114,618,116.50
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: $ 41,515,978.38
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $4,834,281,980.31
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24F-2: $ 0
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24F-2: $ 321,852,114.57
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or registration: 1/2900
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(vii) Fee Due: $ 110,983.49
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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.
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
02/ /96
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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)*
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-----------------------------------
Date
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* Please print the name and title of the signing officer below the signature.
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THE INFINITY MUTUAL FUNDS, INC.
ALPHA GOVERNMENT SECURITIES PORTFOLIO
BEA SHORT DURATION PORTFOLIO (CLIENT)
BEA SHORT DURATION PORTFOLIO (SERVICE)
BEA SHORT DURATION PORTFOLIO (INVESTOR)
CORRESPONDENT CASH RESERVES (RETAIL)
CORRESPONDENT CASH RESERVES (INSTITUTIONAL)
VALUESTAR PRIME MONEY MARKET PORTFOLIO
VALUESTAR U.S. TREASURY MONEY MARKET PORTFOLIO
VALUESTAR SHORT-INTERMEDIATE DURATION BOND PORTFOLIO
VALUESTAR TENNESSEE TAX-EXEMPT BOND PORTFOLIO
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STROOCK & STROOCK & LAVAN
Seven Hanover Square
New York, New York 10004-2696
February 27, 1996 212 806 5400 DIRECT DIAL
Fax: 212 806 6006
Telex: 177693 STROOCK NY
The Infinity Mutual Funds, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
We are general counsel to your company (the "Fund"). This letter is in response
to your request for our opinion in connection with the filing by you of a "Rule
24f-2 Notice" pursuant to Rule 24f-2 promulgated under the Investment Company
Act of 1940, as amended. In such notice you have reported the sale during the
fiscal year ended December 31, 1995 of an aggregate amount of shares of each
Series of the Fund as set forth on Exhibit A hereto (the "Shares").
We have acted as counsel to the Fund since its organization and in connection
with the filing by the Fund of a registration statement, and amendments thereto,
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. In so acting, we have examined a copy of the Fund's charter documents,
the Rule 24f-2 Notice, the original or reproduced or certified copies of all
such records of the Fund, agreements, certificates of officers and
representatives of the Fund and others, and such other documents, papers,
statutes and authorities as we deemed necessary to form a basis for the opinion
hereinafter expressed. As to matters of fact relevant to such opinion, we have
relied upon the Rule 24f-2 Notice and statements and certificates of officers
and representatives of the Fund and others. We have assumed the genuineness of
all signatures and the conformity to the original documents of the copies of
documents supplied to us as originals or reproduced copies.
Based upon the foregoing, we are of the opinion that the Shares referred to in
the Rule 24f-2 Notice were validly issued, fully paid and non-assessable.
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The Infinity Mutual Funds, Inc.
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We consent to the filing of this opinion with the Rule 24f-2 Notice referred to
above. In giving such permission, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN
STROOCK & STROOCK & LAVAN
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The Infinity Mutual Funds, Inc.
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EXHIBIT A
Name of Series Shares
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Alpha Government Securities Portfolio 667,359,185
BEA Short Duration Portfolio 1,174,247
Correspondent Cash Reserves Money Market Portfolio 3,863,586,535
ValueStar Prime Money Market Portfolio 225,004,855
ValueStar U.S. Treasury Money Market Portfolio 321,162,078
ValueStar Short-Intermediate Duration Bond Portfolio 1,915,053
ValueStar Tennessee Tax Exempt Bond Portfolio 1,291,747
