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: McM Funds
One Bush Street
Suite 800
San Francisco, CA 94104
2. Name of each series or class of funds for which this notice is filed:
SERIES
McM Equity Investment Fund
McM Balanced Fund
McM Fixed Income Fund
McM Intermediate Fixed Income Fund
McM Principal Preservation Fund
3. Investment Company Act File Number: 811-8370
Securities Act File Number: 33-75708
4. Last day of fiscal year for which this notice is filed:
June 30, 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
issuers'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):
Not 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: 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:
55,285,484 shares were sold for an aggregate price of $127,640,174
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
55,285,484 shares were sold for an aggregate price of $127,640,174
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):
1,373,939 shares were reinvested for an aggregate price of $5,373,358
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).....................$127,640,174
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable).................+ 5,373,358
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable)...............................- 46,383,689
(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)............... 86,629,843
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6).......x 1/2900
(vii) Fee due
[line (i) or line (v) multiplied by line (vi)]: $ 29,872.36
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 Commision'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:
August 16 , 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) /s/ Deane A. Nelson
Deane A. Nelson, Secretary
Date: August 26, 1996
* Please print the name and title of the signing officer below the
signature.
[LETTERHEAD]
Heller Ehrman White & McAuliffe
333 Bush Street
San Francisco California 94104-2878
August 21, 1996
McM Funds
One Bush Street, Suite 800
San Francisco, California 94104
Dear Ladies and Gentlemen:
You have requested our opinion as counsel to McM Funds, a
Delaware business trust (the "Trust"), with respect to the shares of
beneficial interest of the various series of the Trust (the "Funds") sold
by the Trust during its fiscal year ended June 30, 1996 (respectively, the
"Shares" and the "Fiscal Year") in connection with the notice (the
"Notice") being filed by the Trust with the Securities and Exchange
Commission pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended (the "Act").
In connection with this opinion, we have assumed the authenticity
of all records, documents and instruments submitted to us as originals, the
genuineness of all signatures, the legal capacity of all natural persons
and the conformity to the originals of all records, documents and
instruments submitted to us as copies. We have based our opinion upon our
review of the following records, documents and instruments:
(a) the Trust's Trust Instrument, dated February 3, 1994 as
amended May 9, 1994 (the "Trust Instrument"), and certified to us by an
officer of the Trust as being true and complete and in effect throughout
the Trust's Fiscal Year;
(b) the Trust's Certificate of Trust as filed with the Delaware
Secretary of State on February 15, 1994, and certified to us by an officer
of the Trust being true and complete and in effect throughout the Fiscal
Year;
(c) the By-laws of the Trust, as amended through the date of the
certificate identified in item (f) below (the "By-laws"), and certified to
us by an officer of the Trust as being true and complete and in effect
throughout the Trust's Fiscal Year;
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McM Funds
August 21, 1996 Page 2
(d) the Funds' Prospectuses and Statements of Additional
Information effective during the Fiscal Year (collectively, the
"Prospectuses");
(e) resolutions adopted by the Board of Trustees of the Trust at
meetings of the Board held on May 9, 1994, March 13, 1995 and September 18,
1995, relating to: (1) the designation of the series of the Trust of which
the Shares are part and issuance of the Shares, and (2) the approval and
ratification of the Prospectuses and Statements of Additional Information
of the Trust effective during the Trust's Fiscal Year, in each case
certified to us as in effect without amendment or modification through the
date of the certificate identified in item (f) below; and
(f) a certificate of an officer of the Trust dated August 21,
1996 concerning certain factual matters.
In rendering our opinion below, we have assumed that all of the
Shares were issued and sold at no less than the per share public offering
price on the date of their issuance in accordance with statements specified
in the in the Funds' then current Prospectus and in accordance with Article
II of the Trust Instrument. In rendering our opinion, we have assumed that
the Funds received, in cash or securities, an amount equal to no less than
the per share public offering price as described in the Funds' then current
Prospectus. We have not conducted an independent examination of the books
and records of the Trust for the purpose of determining whether all of the
Shares were fully paid prior to their issuance and do not believe it to be
our obligation to do so.
Our opinion below is limited to the federal law of the United
States of America and the business trust law of the State of Delaware. We
are not licensed to practice law in the State of Delaware, and we have
based our opinion below solely on our review of Chapter 38 of Title 12 of
the Delaware Code (as reported in Prentice Hall, Inc. 1990 & 1995 Supp.,
and updated on Westlaw) and the case law interpreting such Chapter as
reported in Delaware Code Annotated (Michie Co. 1995, and updated on
Westlaw). We have not undertaken a review of other Delaware law or court
decisions or of any administrative decisions in connection with rendering
this opinion. We disclaim any opinion as to any law other than that of the
United States of America and the business trust law of the State of
Delaware as described above, and we disclaim any opinion as to any statute,
rule, regulation, ordinance, order or other promulgation of any regional or
local governmental authority.
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McM Funds
August 21, 1996 Page 3
Based on the foregoing and our examination of such questions of
law as we have deemed necessary and appropriate for the purpose of this
opinion, we are of the opinion that the Shares, as sold pursuant to
registration under the Securities Act of 1933, as amended, and Rule 24f-2
adopted under the Act, were legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Notice being filed by the Trust with the Securities and Exchange
Commission.
This opinion is rendered to you in connection with the Notice and
is solely for your benefit. This opinion may not be relied upon by you for
any other purpose, or relied upon by any other person, firm, corporation or
other entity for any purpose, without our prior written consent. We
disclaim any obligation to advise you of any developments in areas covered
by this opinion that occur after the date of this opinion.
Very truly yours,
/s/HELLER, EHRMAN, WHITE & McAULIFFE
