Annual Notice of Securities Sold Pursuant to Rule 24F-2
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.
1. Name and address of issuer: Cappiello-Rushmore Trust
4922 Fairmont Avenue
Bethesda, MD 20814
2. Name of each series or class of funds for which this
notice is filed: Cappiello-Rushmore Utility Income Fund
Cappiello-Rushmore Growth Fund
Cappiello-Rushmore Emerging Growth Fund
Cappiello-Rushmore Gold Fund
3. Investment Company Act File Number: 811-6601
Securities Act File Number: 33-46283
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-2(a)(1), if applicable (see Instruction A.6):
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
9. Number and aggregate sale price of securities sold during
the fiscal year:<PAGE>
Shares Sold: 9,638,654
Aggregate Sale Price: $124,803,524
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
Shares Sold: 9,638,654
Aggregate Sale Price: $124,803,524
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable (see Instruction B.7):
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): $
124,803,524
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year(if
applicable): - 157,503,889
(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): $
(32,700,365)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6):
0.0003030303
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
Instruction: Issuers should complete lines (ii), (iii),
(iv), and (v) only if the form is 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<PAGE>
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:
SIGNATURES
This report has been signed by the following persons on behalf
of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*/s/Edward J. Karpowicz
Edward J. Karpowicz, Controller
Date: 8/27/97
*Please print the name and title of the signing
officer below the signature.<PAGE>
JORDEN BURT BERENSON & JOHNSON LLP
Suite 400 East
1025 Thomas Jefferson Street, N.W.
Washington, D.C. 20007
August 27, 1997
Cappiello-Rushmore Trust
4922 Fairmont Avenue
Bethesda, Maryland 20814
Re: Cappiello-Rushmore Trust
Registration Nos. 33-46283 and 811-6601
Rule 24f-2 Notice (the Notice )
Ladies and Gentlemen:
This opinion is furnished in connection with Rule 24f-2 under the
Investment Company Act of 1940, as amended (the 1940 Act ). We understand
that, pursuant to Rule 24f-2, the Cappiello-Rushmore Trust (the Trust )
has registered an indefinite number of shares of beneficial interest with
no par value of the Trust (the Shares ) under the Securities Act of 1933,
as amended. We further understand that, pursuant to the provisions of Rule
24f-2, the Trust is filing with the Securities and Exchange Commission the
Notice attached hereto making definite the registration of the Shares sold
in reliance upon Rule 24f-2 during the fiscal year ended June 30, 1997.
In connection with rendering this opinion, we have examined such
documents, records, and other matters of law as we have deemed necessary
and appropriate for purposes of this opinion. We have assumed that all
such documents and records are in full force and effect and have not been
rescinded or modified. We have assumed, without independent investigation
or verification, the genuineness of all signatures of all parties and the
authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as
certified or photostatic copies. We have assumed without independent
investigation or verification, the accuracy and correctness of all facts
set forth in certificates executed by public officials and authorized
representatives of the Trust (in particular, an officer s Certificate to
Counsel, dated August 26, 1997) and delivered to us and the accuracy and
correctness of all facts set forth in oral or written statements made to
us.
We have assumed the validity of all Trust actions represented to us
as having been taken. We have also assumed substantial compliance by the
Trust and its representatives with all applicable legal requirements to
the extent necessary to validate the actions taken or intended to be taken
in connection with the authorization, issuance, classification,<PAGE>
Cappiello-Rushmore Trust
August 27, 1997
Page 2
designation, and other Trust actions with respect to the shares described
below. This opinion is issued as of the date hereof and is necessarily
limited by laws now in effect and facts and circumstances presently brought
to our attention and is subject to any change in law or facts reported or
occurring subsequent to the date hereof.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, which are the subject of the Notice filed with the Securities
and Exchange Commission today, were legally issued, fully paid, and
nonassessable.
We consent to the filing of this opinion with the Notice. This
opinion is rendered solely for the benefit of the addressee only for the
purpose of filing the Notice attached hereto, and may not be relied upon
for any other purpose or by any other person, firm, or entity whatsoever
without our written consent.
Very truly yours,
/s/Jorden Burt Berenson & Johnson LLP
JORDEN BURT BERENSON & JOHNSON LLP<PAGE>
