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[LETTERHEAD OF ROPES & GRAY]
October 29, 1996
Magna Funds
60 State Street
Boston, Massachusetts 02109
Gentlemen:
You have informed us that you intend to file a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended, making definite the registration of 1,279,812 of your shares of
beneficial interest, no par value (the "Shares"), sold in reliance upon the Rule
during your fiscal year ended August 31, 1996.
We have examined your Agreement and Declaration of Trust (the "Agreement and
Declaration of Trust") on file in the office of the Secretary of State of the
Commonwealth of Massachusetts and are familiar with the action taken by your
Trustees to authorize the issuance and sale from time to time of your authorized
and unissued shares of beneficial interest at not less than net asset value. We
have also examined a copy of your By-Laws, an executed copy of the Notice and
such other certificates, documents and records as we have deemed necessary for
the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and validly issued and are fully paid and non-assessable.
Magna Funds (the "Trust") is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders could,
in certain circumstances, be held personally liable for the obligations of the
Trust. However, the Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into or
executed by the Trust or its Trustees. The Agreement and Declaration of Trust
provides for indemnification out of the property of the particular series of
shares for all loss and expense of any shareholder held personally liable solely
by reason of his or her being or
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Magna Funds -2- October 29, 1996
having been a shareholder of that series. Thus, the risk of shareholder
liability is limited to circumstances in which that series of shares itself
would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when filed with the
Commission.
Very truly yours,
ROPES & GRAY
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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
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
The Magna Funds
60 State Street, Suite 700
Boston, MA 02109
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2. Name of each series or class of funds for which this notice is filed:
Magna Intermediate Government Bond Fund
Magna Growth & Income Fund
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3. Investment Company Act File Number: 811-8494
Securities Act File Number: 33-78408
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4. Last day of fiscal year for which this notice is filed: August 31, 1996
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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):
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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
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
1,279,812 17,518,217
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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:
1,279,812 17,518,217
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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):
65,504 875,720
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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): $ 17,518,217
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 875,720
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 7,856,072
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): + 0.00
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(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): 10,537,865
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicble law or
regulation (see instruction C.6): x 1/3300
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: 3,194
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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.
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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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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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)* Robert A. Bonelli
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Executive Vice President
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Date October 30, 1996
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*Please print the name and title of the signing officer below the signature.
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