[IN-PROCESS]24F2BAY AUTHOR'S INITIALS KL FINAL Y N
Rule 24f-2 Notice
BAYFUNDS
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 33-39717
(i) fiscal period for which notice is filed December 31, 1994
(ii) The number or amount of securities of the
same class or series, if any, which had
been registered under the Securities Act
of 1933, other than pursuant to Rule 24f-2
but which remained unsold at January 1, 1994,
the beginning of the Registrant's fiscal
period -0-
(iii) The number or amount of securities, if
any, registered during the fiscal period
of this notice other than pursuant to
Rule 24f-2 -0- -0-
(iv) The number or amount of securities
sold during the fiscal period of this
notice 2,381,670,452
(v) The number or amount of securities sold
during the fiscal period of this notice
in reliance upon registration pursuant
to Rule 24f-2 (see attached Computation
of Fee) 2,381,670,452
WITNESS the due execution hereof this 15th day of February, 1995.
By: /s/ Victor R. Siclari
Victor R. Siclari
Assistant Secretary
COMPUTATION OF FEE
1. Actual aggregate sale price of Registrant's
securities sold pursuant to Rule 24f-2 during
the fiscal period for which the 24f-2 notice
is filed (see Section v) $2,593,156,672
2. Reduced by the difference between:
(a) actual aggregate redemption price
of such securities redeemed by the
issuer during the fiscal period for
which the 24f-2 notice is filed $2,391,787,950
(b) actual aggregate redemption price
of such redeemed securities
previously applied by the issuer
pursuant to Section 24e(2)(a) for
the fiscal period for which the
24f-2 notice is filed -0- 2,391,787,950
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based $ 201,368,722
FEE SUBMITTED (1/29 of 1% of Total amount) $ 69,438
Federated Administrative Services
Federated Investors Tower
Pittsburgh, PA 15222-3779
412-288-1900
February 13, 1995
BayFunds
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for BAYFUNDS ("Trust") to be filed in respect of shares of the Trust
("Shares") sold for the fiscal year ended December 31, 1994, pursuant to the
Trust's registration statement filed with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933 (File No. 33-39717)
("Registration Statement").
In its Registration Statement, the Trust elected to register an
indefinite number of shares pursuant to the provisions of Investment Company
Act Rule 24f-2.
As counsel I have participated in the preparation and filing of the
Trust's amended Registration Statement under the Securities Act of 1933.
Further, I have examined and am familiar with the provisions of the
Declaration of Trust dated April 1, 1991 ("Declaration of Trust"), the Bylaws
of the Trust and such other documents and records deemed relevant. I have
also reviewed questions of law and consulted with counsel thereon as deemed
necessary or appropriate by me for the purposes of this opinion.
On the basis of the foregoing, it is my opinion the Shares sold for the
fiscal year ended December 31, 1994 registration of which the Rule 24f-2
Notice makes definite in number, were legally issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as an exhibit to the Rule
24f-2 Notice referred to above, the Registration Statement of the Trust and to
any application or registration statement filed under the securities laws of
any of the States of the United States.
Very truly yours,
/s/ Victor R. Siclari
Victor R. Siclari
Fund Attorney
