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U.S. SECURITIES & 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: FMB Funds, Inc.
237 Park Avenue
New York, NY 10017
2 Name of each series or class of funds for which this notice is filed:
FMB Money Market Fund
FMB Intermediate Government Income Fund
FMB Michigan Tax-Free Bond Fund
FMB Diversified Equity Fund
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<S> <C> <C>
3 Investment Company Act File Number: 811-6420
Securities Act File Number: 33-42939
4 Last day of fiscal year for which this notice is filed: November 30, 1995
5 Check box if this notice is being filed
more than 180 days after the close of
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: Not applicable
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:
None
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9 Number and aggregate sale price of securities sold during the
fiscal year:
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<CAPTION>
Shares Amount
------ ------
<S> <C> <C>
FMB Money Market Fund 301,923,197 $301,923,197
FMB Intermediate Government Income Fund 3,580,331 36,039,989
FMB Michigan Tax-Free Bond Fund 915,972 9,597,674
FMB Diversified Equity Fund 941,045 12,098,527
----------- ------------
307,360,545 $359,659,387
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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:
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<S> <C> <C>
FMB Funds, Inc. 307,360,545 $359,659,387
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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:
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<S> <C> <C>
FMB Money Market Fund 687,762 $687,762
FMB Intermediate Government Income Fund 43,153 431,449
FMB Michigan Tax-Free Bond Fund 48,588 510,138
FMB Diversified Equity Fund 3,418 43,768
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782,921 $1,673,117
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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
(from item 10): $359,659,387
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from item 11,
if applicable): 1,673,117
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable:) 374,796,481
(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)): (13,463,977)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation 1/29 of 1%
(vii) Fee due (line (i) or line (v) multiplied by line (vi)): no fee due
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 CRF 202.3a): __________
Date of mailing or wire transfer of filing fees to
the Commission's lockbox depository: Not applicable
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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/ DONALD E. BROSTROM
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Donald E. Brostrom, Asst. Treasurer
Date January 26, 1996
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VENABLE, BAETJER AND HOWARD, LLP
Including professional corporations OFFICES IN
1800 Mercantile Bank & Trust Building MARYLAND
Two Hopkins Plaza WASHINGTON, D.C.
Baltimore, Maryland 21201-2978 VIRGINIA
(410)244-7400, Fax (410)244-7742
VENABLE
ATTORNEYS AT LAW
January 26, 1996
FMB Funds, Inc.
230 Park Avenue
New York, New York 10169
Re: FMB Funds, Inc.
Ladies and Gentlemen:
We understand that FMB Funds, Inc., a Maryland corporation (the
"Company"), is about to file a Rule 24f-2 Notice with the Securities and
Exchange Commission (the "SEC") pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, making definite the registration of
302,610,959 shares of FMB Money Market Fund, par value $.001 per share,
3,623,484 shares of FMB Intermediate Government Income Fund, par value $.001
per share, 964,560 shares of FMB Michigan Tax-Free Bond Fund, par value $.001
per share, and 944,463 shares of FMB Diversified Equity Fund, par value $.001
per share (the "Shares"), of the Company sold pursuant to Rule 24f-2 during
the Fund's fiscal year ended November 30, 1995.
We are acting as special Maryland counsel for the Company and have
examined its Charter and Bylaws, its Prospectuses and Statement of Additional
Information included in its Registration Statement on Form N-1A, as amended (the
"Prospectuses"), and its Rule 24f-2 Notice and have examined and relied upon
such corporate records of the Company and other documents and certificates as to
factual matters as we deem necessary for the purpose of this opinion.
We have relied on a certificate of an officer of the Company that (i)
the number of Shares of each series and class of the Company issued and
outstanding at any time during the fiscal year ended November 30, 1995 did not
exceed the number of Shares of each of the series and classes, respectively,
authorized in the Company's Charter, and (ii) the Company or its authorized
agent received the authorized payment for the Shares and the Shares were issued
in accordance with the terms described in the Prospectuses. We have assumed,
without independent verification, the genuineness of
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VENABLE
ATTORNEYS AT LAW
FMB Funds, Inc.
January 26, 1996
Page 2
signatures on, and the authenticity of, all documents furnished to us and the
conformity of copies to the originals.
Based upon the foregoing, we are of the opinion that the Shares, when
issued, were validly and legally issued and fully paid and nonassessable under
the laws of the State of Maryland.
This letter expresses our opinion as to the Maryland General
Corporation Law governing matters such as the authorization and issuance of
stock, but does not extend to the securities or "Blue Sky" laws of Maryland, to
federal securities or to other laws.
We consent to the filing of this opinion as an exhibit to the Company's
Rule 24f-2 Notice. This opinion may not be relied upon by any other person or
for any other purpose without our prior written consent.
Very truly yours,
/s/ VENABLE, BAETJER AND HOWARD, LLP
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Venable, Baetjer and Howard, LLP
