U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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.
1. Name and address of issuer:
THE BILTMORE FUNDS
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
2. Name of each series or class of funds for which this notice
is filed:
Biltmore Money Market Fund
Biltmore Tax-Free Money Market Fund
Biltmore U.S. Treasury Money Market Fund
Biltmore Balanced Fund
Biltmore Equity Fund
Biltmore Equity Index Fund
Biltmore Fixed Income Fund
Biltmore Short-Term Fixed Income Fund
Biltmore Special Values Fund
Biltmore Quantitative Equity Fund
Biltmore Prime Cash Management Fund
Biltmore Emerging Markets Fund
3. Investment Company Act File Number:
811-6504
Securities Act File Number:
33-44590
4. Last day of fiscal year for which this notice is filed:
November 30, 1996
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:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if 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:
0:$0
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
0:$0
9. Number and aggregate sale price of securities sold during the
fiscal year (includes DRIP shares):
4,654,907,150:$6,136,282,532
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-
2:
4,654,907,150:$6,136,282,532
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable:
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10):$
6,136,282,532
(ii) Aggregate price of shares issued in connection with
dividend reimbursement plans
(from Item 11, if applicable) +
(iii) Aggregate price of
shares redeemed or repurchased
during the fiscal year (if applicable)-
5,457,135,065
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable) +
(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): $
679,147,467
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x
1/3300
(vii) Fee due [line (i) or
line (v) multiplied by line (vi)]: $
205,802
Instruction: Issuers should
complete lines (ii), (iii), (iv), and (v) only if the form
in 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
(17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
January 15, 1997
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)*
Gail Cagney
Assistant Secretary
Date: January 15, 1997
* Please print the name and title of the signing officer below the
signature.
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
January 15, 1997
The Biltmore Funds
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for The Biltmore Funds (`Trust'') to be filed in respect of shares of
the Trust (`Shares'') sold for the fiscal year ended November 30, 1996,
pursuant to the Trust's registration statement filed with the Securities and
Exchange Commission (the `SEC'') under the Securities Act of 1933 (File No. 33-
44590) (`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 November 19, 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 November 30, 1996, registration of which the Rule 24f-2 Notice
makes definite in number, were legally issued, fully paid and non-assessable by
the Trust.
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.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the Commonwealth of Massachusetts, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.
Very truly yours,
/s/ Gail Cagney
Gail Cagney
Fund Attorney
