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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:
The Milestone Funds
One Odell Plaza
Yonkers, NY 10701
2. Name of each series or class of funds for which this notice is filed:
Treasury Obligations Portfolio Investor Class
Treasury Obligations Portfolio Institutional Class
3. Investment Company Act File Number: 811-8620
Securities Act File Number: 33-81574
4. Last day of fiscal year for which this notice is filed:
November 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 issuer's
24f-2 declaration:
/ /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
0 (zero) Shares
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 (zero) Shares
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
0 (zero) Shares
9. Number and aggregate sale price of securities sold during the fiscal year:
Shares Dollars
------ -------
Treasury Obligations Portfolio
- Investor Class 1,119,656,967 $1,119,656,967
Treasury Obligations Portfolio
- Institutional Class 6,057,708,590 6,057,708,590
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TOTAL 7,177,365,557 $7,177,365,557
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1O. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
Shares Dollars
------ -------
Treasury Obligations Portfolio
- Investor Class 1,119,656,967 $1,119,656,967
Treasury Obligations Portfolio
- Institutional Class 6,057,708,590 6,057,708,590
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TOTAL 7,177,365,557 $7,177,365,557
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):
Shares Dollars
------ -------
Treasury Obligations Portfolio
- Investor Class 4,490,794 $ 4,490,794
Treasury Obligations Portfolio
- Institutional Class 23,817,018 23,817,018
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TOTAL 28,307,812 $28,307,812
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): $7,177,365,557
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(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + 28,307,812
--------------
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -6,537,016,912
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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 (if
applicable): + 0
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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): 668,656,457
--------------
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933
or other applicable law or
regulation (see Instruction C.6): x1/3300
------------
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 202,623.17
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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.
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). /X/
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
January 27, 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/ Jeffrey R. Hanson, Secretary
--------------------------------
Jeffrey R. Hanson, Secretary
Date: January 27, 1997
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[LETTERHEAD OF KRAMER, LEVIN, NAFTALIS & FRANKEL]
January 23, 1997
The Milestone Funds
One Odell Plaza
Yonkers, New York 10701
Re: The Milestone Funds
Registration No. 33-81574
Gentlemen:
We have acted as counsel to the Milestone Funds, a Delaware
business trust (the "Trust"), in connection with the public offering
of the Trust's shares of beneficial interest on behalf of its
Treasury Obligations Portfolio Investor Class and Treasury
Obligations Portfolio Institutional Class, no par value, and on
various other securities and general matters. We understand that,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Trust has registered an indefinite number of shares of beneficial
interest under the Securities Act of 1933. We further understand
that, pursuant to the provisions of Rule 24f-2, the Trust is filing
with the Securities and Exchange Commission the Notice attached
hereto making definite the registration of shares of beneficial
interest, (the "Shares") sold in reliance upon Rule 24f-2 during the
fiscal year ended November 30, 1996.
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KRAMER, LEVIN, NAFTALIS & FRANKEL
January 23, 1997
Page 2
We have reviewed, insofar as they relate or pertain to the Trust,
the Trust's Registration Statement on Form N-1A filed with the Securities
and Exchange Commission under the Securities Act of 1933 and the Investment
Company Act of 1940, as amended to the date hereof, pursuant to which Shares
were sold (the "Registration Statement"). We have also examined originals or
copies certified or otherwise identified to our satisfaction of such
documents, records and other instruments we have deemed necessary or
appropriate for the purpose of this opinion. For purposes of such
examination, we have assumed the genuineness of all signatures and original
documents and the conformity to the original documents of all copies
submitted.
We are members only of the New York Bar and do not purport to be
experts on the laws of any other state. Our opinion herein as to Delaware
law is based upon a limited inquiry thereof that we have deemed appropriate
under the circumstances.
Based upon the foregoing, we are of the opinion that the Shares
have been duly and validly authorized and, assuming that the Shares have
been issued and sold in accordance with the Trust's Declaration of Trust and
Registration Statement, and that the consideration received was not less
than the par value thereof, the Shares which the Rule 24f-2 Notice attached
hereto makes definite in number were legally issued, fully paid and non-
assessable.
We consent to the filing of this opinion with the Rule 24f-2
Notice attached hereto.
Very truly yours,
/s/ Kramer, Levin, Naftalis & Frankel
