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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:
SEAFIRST RETIREMENT FUNDS
701 FIFTH AVENUE
SEATTLE, WASHINGTON 98104
2. Name of each series or class of funds for which this notice is filed:
ASSET ALLOCATION
BOND
BLUE CHIP
3. Investment Company Act File Number: 811-5636-01
Securities Act File Number: 33-67454
4. Last day of the fiscal year for which this notice is filed:
FEBRUARY 28, 1997
5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purpose 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:
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:
Shares 3,040,082
Price $58,653,472
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
Shares 3,040,082
Price $58,653,472
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
Shares 2,164,437
Price $38,933,470
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24F-2: $58,653,472
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans: $38,933,470
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $69,826,069
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24F-2: 0
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(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24F-2: $27,760,873
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(vi) Multiplier prescribed by Section 6(b) to the Securities
Act of 1933 or other applicable law or registration: 1/3300
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(vii) Fee Due: $8,412.39
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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
[ X ]
Date of mailing or wire transfer of Filing fees to the Commission's lockbox
depository:
April 28, 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)* /s/ KEVIN MARTIN
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Kevin Martin, Treasurer
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Date 4/29/97
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* Please print the name and title of the signing officer below the signature.
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Law Offices
DRINKER BIDDLE & REATH LLP
Philadelphia National Bank Building
1345 CHESTNUT STREET
PHILADELPHIA, PA 19107-3496
TELEPHONE: (215) 988-2700
TELEX: 834684
FAX: (215) 988-2757
April 25, 1997
Seafirst Retirement Funds
701 Fifth Avenue
Seattle, WA 98104
Re: Rule 24f-2 Notice for Seafirst Retirement Funds
(Registration No. 33-67454/811-5636-01)
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Gentlemen:
We have acted as counsel for Seafirst Retirement Funds, a Delaware business
trust (the "Company"), in connection with the registration of units of
beneficial interest under the Securities Act of 1933, as amended, in its Bond
Fund, Blue Chip Fund, and Asset Allocation Fund, made definite in number by the
Rule 24f-2 Notice accompanying this opinion (collectively, the "Shares"). The
Company is authorized to issue an unlimited number of units of interest of each
of the aforesaid funds.
We have reviewed the Company's Declaration of Trust, its By-Laws,
resolutions adopted by its Board of Trustees and shareholders, certificates as
to certain matters and such other legal and factual matters as we have deemed
appropriate.
This opinion is based exclusively on the Delaware Business Trust Act and the
federal law of the United States of America.
Based on the foregoing, we are of the opinion that the Shares were, when
issued against payment therefor as described in the Company's prospectus,
validly issued, fully paid and non-assessable by the Company, and that the
holders of the Shares are entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under
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the general corporation law of the State of Delaware (except that we express no
opinion as to such holders who are also trustees of the Company).
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Company's Rule 24F-2 Notice.
Very truly yours,
/s/DRINKER BIDDLE & REATH LLP
