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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.
______________________________________________________________________________
1. Name and address of issuer:
QUALIVEST FUNDS
3435 STELZER RD.
COLUMBUS, OHIO 43219
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
SEE ATTACHED SCHEDULE A
______________________________________________________________________________
3. Investment Company Act File Number: 811-8406
Securities Act File Number: 33-79194
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
JULY 31, 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 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:
$4,354,178,197 Price
3,637,497,424 Shares
_____________________________________________________________________________
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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.
$4,354,178,197 Price
3,637,497,424 Shares
______________________________________________________________________________
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
$107,973,775 Price
33,462,338 Shares
______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during + $4,354,178,197
the fiscal year in reliance on rule 24f-2: ___________________
(ii) Aggregate price of shares issued in connection + $107,973,775
with dividend reinvestment plans: ___________________
(iii) Aggregate price of shares redeemed or repurchased - $3,913,571,467
during the fiscal year: ___________________
(iv) Aggregate price of shares redeemed or repurchased + 0
and previously applied as a reduction to filing ___________________
fees pursuant to rule 24f-2:
(v) Net aggregate price of securities sold and issued $548,580,505
during the fiscal year in reliance on rule 24f-2: ___________________
(vi) Multiplier prescribed by Section 8(b) of the x 1/3300
Securities Act of 1933 or other applicable law or ___________________
registration:
$166,236.52
(vii) Fee due: ___________________
_______________________________________________________________________________
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:
_______________________________________________________________________________
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/ GREGORY T. MADDOX
_______________________________________________
TREASURER
_______________________________________________
Date 9/23/97
________________________
*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
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QUALIVEST FUNDS - SCHEDULE A
MONEY MARKET
CLASS A SHARES
CLASS Q SHARES
CLASS Y SHARES
U.S. TREASURY
CLASS A SHARES
CLASS Q SHARES
CLASS Y SHARES
TAX FREE
CLASS A SHARES
CLASS Q SHARES
CLASS Y SHARES
INTERMEDIATE BOND
CLASS A & C SHARES
CLASS Y SHARES
SMALL COMPANY
CLASS A & C SHARES
CLASS Y SHARES
LARGE COMPANY
CLASS A & C SHARES
CLASS Y SHARES
DIVERSIFIED BOND
CLASS A & C SHARES
CLASS Y SHARES
OPTIMIZED STOCK
CLASS A & C SHARES
CLASS Y SHARES
INTERNATIONAL OPPORTUNITIES
CLASS A & C SHARES
CLASS Y SHARES
ALLOCATED AGGRESSIVE
CLASS A SHARES
CLASS Y SHARES
ALLOCATED BALANCED
CLASS A SHARES
CLASS Y SHARES
ALLOCATED CONSERVATIVE
CLASS A SHARES
CLASS Y SHARES
ALLOCATED GROWTH
CLASS A SHARES
CLASS Y SHARES
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Dechert Price & Rhoads
1500 K Street, N.W.
Suite 500
Washington, D.C. 20005-1208
Telephone: (202) 626-3300
Fax: (202) 626-3334
September 24, 1997
Qualivest Funds
3435 Stelzer Road
Columbus, OH 43219-3035
Dear Sirs:
As counsel for Qualivest Funds (the "Trust") during the fiscal year
ended July 31, 1997, we are familiar with the Trust's registration under the
Investment Company Act of 1940 and with the registration statement relating
to its shares of beneficial interest (the "Shares") under the Securities Act
of 1933 (File No. 33-79194) (the "Registration Statement"). We have also
examined such other corporate records, agreements, documents and instruments
as we deemed appropriate.
Based upon the foregoing, it is our opinion with respect to the
Shares the registration of which is being made definite by the Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940 ("Notice")
being filed by the Trust for its fiscal year ended July 31, 1997, assuming
such Shares were sold at the public offering price and delivered by the Trust
against receipt of the net asset value of the Shares in compliance with the
terms of the Registration Statement and the requirements of applicable law,
that such Shares were, when sold, duly and validly authorized, legally and
validly issued, fully paid, and non-assessable by the Trust.
We consent to the filing of this opinion in connection with the
Notice on Form 24F-2 to be filed by the Trust with the Securities and
Exchange Commission for the Trust's fiscal year ended July 31, 1997.
Very truly yours,
