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, 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 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):
N/A
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:
N/A
8. Number and amount of securities registered during the fiscal year
other than pursuant to Rule 24f-2:
N/A
9. Number and aggregate sale price of securities sold during the
fiscal year:
68,106,897 shares were sold for an aggregate price of $145,146,422
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
68,106,897 shares were sold for an aggregate price of $145,146,422
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):
1,885,372 shares were sold for an aggregate price of $8,252,478
12. CALCULATION OF REGISTRATION FEE:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
Rule 24f-2 (from item 10).....................$ 145,146,422
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable).................+ 8,252,478
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable)...............................- 80,332,027
(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)............... 73,066,873
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6).......x 1/3300
(vii) Fee due
[line (i) or line (v) multiplied by line (vi)]: $ 22,141.48
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 13 , 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/ Deane A. Nelson
Deane A. Nelson, Vice President and Secretary
Date: August 28, 1997
* Please print the name and title of the signing officer below the
signature.
[LETTERHEAD]
Paul, Hastings, Janofsky & Walker, LLP
345 California Street
San Francisco, California 94104-2635
August 25, 1997
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, 1997 (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;
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McM
August 25, 1997
Page 2
(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;
(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, September 18, 1995 and June 3,
1996, 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 25, 1997 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 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 braced our opinion below solely
on our review of Chapter 38 of Title 12 of the Delaware Code,
and the case law interpreting such Chapter as reported in
Delaware Code Annotated (Michie Co. 1996) and updated on
Westlaw through August 20, 1997. 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
McM Funds
August 25, 1997
Page 3
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.
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 ant 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/ Paul, Hastings,
Janofsky & Walker LLP
<PAGE>
McM FUNDS
OFFICER'S CERTIFICATE REGARDING SHARES
ISSUED DURING FISCAL 1997
The undersigned officer of McM Funds (the "Trust"),
in connection with the opinion to be rendered by Paul,
Hastings, Janofsky & Walker LLP ("PHJ&W") as required by Rule
24f-2(b)(1) under the Investment Company Act of 1940, as
amended, in connection with the Trust's filing of a Rule 24f-2
Notice with the Securities and Exchange Commission, hereby
certifies to PHJ&W that:
1. The undersigned is an officer of the Trust and is
authorized to execute this certificate on behalf of
the Trust;
2. The undersigned has furnished PHJ&W with a true and
complete copy of the Trust's Trust Instrument,
dated February 3, 1994 as amended May 9, 1994, and
that instrument, as so amended (the "Trust
Instrument"), has been in effect throughout the
Trust's fiscal year ended June 30, 1997 (the
"Fiscal Year");
3. The undersigned has furnished PHJ&W with a true and
complete copy of the Trust's Certificate of Trust
as filed with the Delaware Secretary of State on
February 15, 1994 (the "Certificate"). The
Certificate, without further amendments, has been
in effect throughout the Trust's Fiscal Year;
4. The undersigned has furnished PHJ&W with a true and
complete copy of the Trust's By-laws, as amended to
the date hereof, and that document, as so amended
(the "By-laws"), has been in effect throughout the
Trust's Fiscal Year;
5. All shares sold by the Trust, in separate series,
during the Fiscal Year, were sold in reliance upon
Rule 24f-2 and in accordance with the requirements
of the Trust's Registration Statement under the
Securities Act of 1933, as amended, as that
Registration Statement was amended and in effect
throughout that period;
6. The undersigned has furnished PHJ&W with true and
correct copies of the resolutions of the Trust's
Board of Trustees ("Board"), adopted at meetings of
the Board held on May 9, 1994, March 13, 1995,
September 18, 1995 and June 3, 1996, and such
resolutions remain in full force and effect through
the date hereof;
7. The total number of Shares issued and sold during
the Fiscal Year is correctly reflexed in the
Trust's Rule 24f-2 Notice for the Fiscal Year;
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8. All sales of the Trust's shares effected during the
Fiscal Year were sold at the public offering price
described in Trust's then current Prospectus and
Statement of Additional Information, such sales
were made for cash or for securities equal in
amount to the net asset value of those shares on
the dates they were issued, and such cash or
securities were actually received by the Trust; and
9. To the knowledge of the undersigned, no action or
proceeding seeking to revoke, terminate, wind up or
dissolve the Trust has been taken or commenced.
McM FUNDS
By: /s/ Deane A. Nelson
Name: Deane A. Nelson
Title: Vice President and Secretary
Dated: August 25, 1997
