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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
1. Name and address of issuer:
First Funds
370 17th Street
Suite 2700
Denver, CO 80202
2. Name of each series or class of funds for which this notice is filed:
Municipal Money Market Portfolio - Class I
Municipal Money Market Portfolio - Class III
U.S. Treasury Money Market Portfolio - Class I
U.S. Treasury Money Market Portfolio - Class III
U.S. Government Money Market Portfolio - Class I
U.S. Government Money Market Portfolio - Class III
Cash Reserve Portfolio - Class I
Cash Reserve Portfolio - Class III
Growth & Income Portfolio - Class I
Growth & Income Portfolio - Class II
Growth & Income Portfolio - Class III
Bond Portfolio - Class I
Bond Portfolio - Class II
Bond Portfolio - Class III
Tennessee Tax-Free Portfolio - Class I
Tennessee Tax-Free Portfolio - Class II
Tennessee Tax-Free Portfolio - Class III
3. Investment Company Act File Number: 811-6589
Securities Act File Number: 33-46374
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4. Last day of fiscal year for which this notice is filed:
June 30, 1997
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(a)(1), if
applicable (see Instruction A.6):
N/A
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:
27,277,585 shares $ 27,277,585
8. Number and amount of securities 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:
853,605,722 shares $ 933,610,623
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
846,934,805 shares $ 926,939,706
11. Number and aggregate sale price of securities sold during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
3,600,710 shares $ 22,997,757
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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):
$ 926,939,706
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 22,997,757
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(iii)Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable)
- 895,596,340
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(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
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(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):
$ 54,341,123
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(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
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(vii)Fee due [line (I) or line (v) multiplied by line (vi)]:
$ 16,467
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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 (17 CFR 202.3a.)
/X/
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Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
August 27, 1997
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SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
/s/ James V. Hyatt
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James V. Hyatt
Secretary
Date: August 28, 1997
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August 27, 1996
Jeremy O. May
ALPS Mutual Funds Services
370 Seventeenth Street, Suite 2700
Denver, CO 80202
Re: 24f-2 Notice
Dear Jeremy:
We refer to the Rule 24f-2 Notice (the "Rule 24f-2 Notice") dated August
28, 1997, with respect to Post-Effective Amendment No. 9 (the "Post-Effective
Amendment") to the Registration Statement on Form N-1A relating to the shares of
beneficial interest, par value $.001 per share, of First Funds, a Massachusetts
business trust (the "Trust"). The Post-Effective Amendment registered an
indefinite number of shares of beneficial interest of the Trust pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended (the "1940 Act").
The Rule 24f-2 Notice makes definite the number of shares of beneficial interest
of the Trust sold during the Trust's fiscal period ended June 30, 1997 that were
so registered under the Post-Effective Amendment.
We have examined and relied upon copies of the Post-Effective Amendment and
the Rule 24f-2 Notice and have examined and relied upon originals, or copies
certified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion set forth below.
Based on the foregoing, we are of the opinion that the shares of beneficial
interest of the Trust, the registration of which the Rule 24f-2 Notice makes
definite in number, were duly authorized, legally issued, fully paid and
nonassssable.
In rendering this opinion, we have relied on the representations by the
Trust that it or its agents received consideration for the shares in accordance
with the Trust's Declaration of Trust, as amended and restated. We express no
opinion as to compliance with the Securities Act of 1933, as amended, the 1940
Act or applicable state "Blue Sky" or securities laws in connection with the
sales of the shares.
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We hereby consent to the use of this opinion in conncection with the filing
of the Rule 24f-2 Notice. In giving such consent, we do not thereby admit 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.
Yours very truly,
Baker, Donelson, Bearman, &
Caldwell
By: /s/ Daniel B. Hatzenbuehler
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Daniel B. Hatzenbuehler
