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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
1784 Funds
680 East Swedesford Road
Wayne, PA 19087
2. Name of each series or class of funds for which this notice is filed:
1784 Prime Money Market Fund
3. Investment Company Act File Number: 811-7474
Securities Act File Number: 33-58004
4. Last day of fiscal year for which this notice is filed:
December 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:
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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: 0
8 Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $2,653,384,177
Shares 2,612,768,501
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Dollars $2,653,384,177
Shares 2,612,768,501
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):
Dollars $16,729,123
Shares 15,587,023
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12 Calculation of registration fee:
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(I) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $2,653,384,177
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 16,729,123
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 2,670,113,300
(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): 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see x1/33rd
instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 0
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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).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following person on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/Stephen G Meyer
Stephen G Meyer, Controller
Date February 28, 1997
February 28, 1997
1784 Funds
Bank of Boston
100 Federal Street
Boston, MA 02110
Ladies and Gentlemen:
The 1784 Prime Money Market Fund (the "Fund") is a series of a
trust organized under the laws of the Commonwealth of
Massachusetts with its principal place of business
in Boston, Massachusetts. The Fund is filing herewith a
Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of
making definite in number the registration of 2,612,768,501
shares of beneficial interest ("Shares").
As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of the Declaration
of Trust, and By-Laws, as now in effect of 1784 Funds (the "Trust"),
the Trust of which the Fund is a series, the minutes of meetings
of the Trust Trustees and other documents relating to the Trust's
organization and operation, as I have deemed necessary in rendering
this opinion. I have been advised that on December 9, 1996
the BayFunds Money Market Portfolio transferred all of its
assets and balance sheet liabilities, including the redemption cerdits
of the BayFunds Money Market Portfolio and the obligation to
file a Rule 24f-2 Notice. Based on the forgoing, it is my
opinion that:
1. The Fund is authorized to issue an unlimited number
of Shares, including those Shares now issued and outstanding. Under
Massachusetts law, such Shares which were issued and subsequently
were redeemed by the Fund may be resold.
2. The 2,612,768,501 Shares,the registration of which
will be made definite by the filing of a Rule 24f-2 Notice, were legally
issued fully paid and non-assessable. I express no legal opinion with
respect to compliance with the Securities Act of 1933, the
Investment Company Act of 1940 or applicable state securities
laws in connection with the sale of such Shares.
1784 Funds
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February 28, 1997
The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment. It also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust. The
Declaration of Trust further provides: (i) for indemnification out of
Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of Shares of
the Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.
I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
the Trust is about to file with the Securities and Exchange Commission.
Very truly yours,
/s/ Barbara A. Nugent
Barbara A. Nugent, Esquire
