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:
Wilshire Target Funds, Inc.
c/o First Data Investor Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
2. Name of each series or class of funds for which this
notice is filed:
Investment Class shares of Large Company Growth Portfolio
Investment Class shares of Large Company Value Portfolio
Investment Class shares of Small Company Growth Portfolio
Investment Class shares of Small Company Value Portfolio
Institutional Class shares of Large Company Growth Portfolio
Institutional Class shares of Large Company Value Portfolio
Institutional Class shares of Small Company Growth Portfolio
Institutional Class shares of Small Company Value Portfolio
3. Investment Company Act File Number: 811-7076
Securities Act File Number: 33-50390
4. Last day of fiscal year for which this notice is
filed:
August 31, 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
(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:
Large Company Growth Portfolio - 32,441 shares* totalling
$436,656
* Of these shares, 32,441 shares are being used to reduce
the registration fee pursuant to this Rule 24f-2 Notice,
leaving no shares remaining.
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
Small Company Value Portfolio - 34,453 shares* totalling
$531,610
* Of these shares, 34,453 shares are being used to reduce
the registration fee pursuant to this Rule 24f-2 Notice,
leaving no shares remaining.
9. Number and aggregate sale price of securities sold
during the fiscal year:
Large Company Growth Portfolio - 1,212,466 shares
totalling $21,901,987
Large Company Value Portfolio - 2,232,671 shares totalling
$38,456,853
Small Company Growth Portfolio - 754,858 shares totalling
$13,147,425
Small Company Value Portfolio - 1,988,553 shares totalling
$31,184,154
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
Large Company Growth Portfolio - 1,180,025 shares
totalling $21,465,331
Large Company Value Portfolio - 2,232,671 shares totalling
$38,456,853
Small Company Growth Portfolio - 754,858 shares totalling
$13,147,425
Small Company Value Portfolio - 1,954,100 shares totalling
$30,652,544
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):
Large Company Growth Portfolio - 39,718 shares totalling
$689,109
Large Company Value Portfolio - 92,464 shares totalling
$1,564,499
Small Company Growth Portfolio - 186,234 shares totalling
$3,050,507
Small Company Value Portfolio - 122,970 shares totalling
$1,906,029
12. (a) Calculation of registration fee:
LARGE COMPANY GROWTH PORTFOLIO:
( i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from Item 10):
$21,465,331
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
+ 689,109
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable)
- 21,367,106
(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)]
(if applicable):
787,334
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or regulation
(see Instruction C.6):
* 1/33
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$ 238.59
12. (b) Calculation of registration fee:
LARGE COMPANY VALUE PORTFOLIO:
( i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from Item 10):
$38,456,853
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
+ 1,564,499
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable)
- 30,777,774
(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)]
(if applicable):
9,243,578
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or regulation
(see Instruction C.6):
* 1/33
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$2,801.08
12. (c) Calculation of registration fee:
SMALL COMPANY GROWTH PORTFOLIO:
( i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from Item 10):
$13,147,425
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
+ 3,050,507
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable)
- 16,749,530
(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)]
(if applicable):
(551,598)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or regulation
(see Instruction C.6):
* 1/33
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$ 0.00
12. (d) Calculation of registration fee:
SMALL COMPANY VALUE PORTFOLIO:
( i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from Item 10):
$30,652,544
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable):
+ 1,906,029
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable)
- 25,464,503
(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)]
(if applicable):
7,094,070
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or regulation
(see Instruction C.6):
* 1/33
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$2,149.72
TOTAL FEE DUE $5,189.39
Instructions: Issuer 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 Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
X
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
October 29, 1996
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)* JULIE A. TEDESCO,
ASSISTANT SECRETARY
Julie A. Tedesco, Assistant Secretary
Date: October 28, 1996
*Please print the name and title of the signing officer
below the signature
October 28, 1996
Wilshire Target Funds, Inc.
c/o First Data Investor Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
Re: Wilshire Target Funds, Inc. --
Large Company Growth Portfolio
Large Company Value Portfolio
Small Company Growth Portfolio
Small Company Value Portfolio
Ladies and Gentlemen:
We are furnishing this opinion in connection with the
issuance during the fiscal year ended August 31, 1996 of
6,629,934 shares of Common Stock, par value $.001 per share
(the "Shares") of Wilshire Target Funds, Inc., a Maryland
corporation (the "Fund") pursuant to the provisions of Rule
24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended.
We have acted as counsel for the Fund and are familiar
with your Articles of Incorporation and By-laws. We have
examined (i) a copy of the notice (the "Notice") to be filed
pursuant to the Rule by you with the Securities and Exchange
Commission relating to your registration of an indefinite
number of shares of the Fund pursuant to the Securities Act
of 1933, as amended, and making definite registration of the
Shares pursuant to the Rule, and (ii) a certificate of the
Assistant Secretary of the Fund stating that all of the
Shares had been recorded as issued and that the appropriate
consideration therefor in accordance with the provisions of
your prospectuses and statements of additional information
and the pertinent Board of Directors actions had been
received at August 31, 1996.
We assume that appropriate action has been taken to
register or qualify the sale of the Shares under any
applicable state and federal laws regulating offerings and
sales of securities, and that the Notice will be timely
filed with the Securities and Exchange Commission.
For purposes of rendering the opinions expressed
herein we have relied as to all matters of Maryland law set
forth herein upon the opinion of Venable, Baetjer and
Howard, LLP of Baltimore, Maryland, a copy of which is
attached hereto.
Based on the foregoing, we are of the opinion that:
1. The Fund is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Maryland; and
2. The Shares covered by the Notice were, when
issued, validly and legally issued and fully paid and
nonassessable under the laws of the State of Maryland.
We consent to this opinion accompanying the Notice.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
October 22, 1996
Ropes & Gray
One International Place
Boston, MA 02100-2624
Re: Wilshire Target Funds, Inc. - Rule 24f-2 Notice
Ladies and Gentlemen:
We understand that Wilshire Target Funds, Inc., a Maryland
corporation (the "Corporation"), is about to file a Notice
(the "Notice") with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, making definite
the registration of shares of each portfolio and class
thereof, par value $.001 per share, of the Corporation's
Common Stock sold pursuant to Rule 24f-2 during the
Corporation's fiscal year ended August 31, 1996 (the
"Shares").
We have acted as special Maryland counsel for the
Corporation in connection with the Notice and are familiar
with its Charter and Bylaws. We have examined the Notice
and the Prospectuses and Statements of Additional
Information included in the Corporation's Registration
Statement on Form N1-A, as amended (collectively, the
"Prospectus"). We have also examined and relied upon such
corporate records of the Corporation and other documents and
certificates as to factual matters as we deem necessary for
the purpose of this opinion, including a certificate of the
Assistant Secretary of the Corporation to the effect that
the Corporation received the requisite payment for the
Shares, that the Shares were issued in accordance with the
terms described in the Prospectus and the pertinent
resolutions of the Board of Directors of the Corporation,
and that the number of Shares of each class of each
portfolio outstanding during the Corporation's fiscal year
ended August 31, 1996 did not exceed at any time the number
of shares of the particular class of the portfolio then
authorized in the Corporation's Charter.
We have also assumed, without independent verification, the
genuineness of signatures on, and the authenticity of all
documents furnished to us, and the conformity of copies to
the originals.
Ropes & Gray
October 22, 1996
Page 2
Based upon the foregoing, we are of the opinion that:
1. The Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Maryland; and
2. The Shares of the Corporation covered by the Notice
were, when issued, validly and legally issued and fully paid
and nonassessable under the laws of the State of Maryland.
This letter expresses our opinion with respect to the
Maryland General Corporation Law governing matters such as
the authorization and issuance of stock. It does not extend
to the securities or "Blue Sky" laws of Maryland, to federal
securities laws or to other laws.
You may rely on this opinion in rendering your opinion to
the Corporation that is to be filed with the Commission as
part of the Notice and we consent to the filing of this
opinion with the Commission as an exhibit to your opinion.
In giving this consent, we do not hereby admit that we are
experts with respect to any part of the Registration
Statement within the meaning of the term "expert" as used in
the Securities Act of 1933, as amended, or the rules and
regulations of the Commission issued thereunder. This
opinion may not be relied upon by any other person or for
any other purpose without our prior written consent.
Very truly yours,
VENABLE, BAETJER AND HOWARD, LLP
Venable, Baetjer and Howard, LLP
