U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
IPS Funds
625 S. Gay Street
Suite 630
Knoxville, Tennessee 37902
2. Name of each series or class of funds for which this notice is
filed:
Shares of Beneficial Interst - No par value
3. Investment Company Act File Number:
811-8718
Securities Act File Number:
33-83132
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:
N/A
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 of 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 series 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:
194,666.353 shares; $3,176,461.00
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
194,666.353 shares $3,176,461.00
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):
1,093.636 shares $16,251.00
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):
$3,176,461.00
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
$16,251.00
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable:
$105,600
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction of filing fees pursuant to
rule 24e-2 (if applicable):
N/A
(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):
$3,192,712
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6):
x .000303
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
$967.39
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 (17CFR 202.3a).
(via wire) X
----
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
January 28, 1997
SIGNATURES
This report has been signed below by the following persons of the issuer
and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Greg D'Amico
-----------------------
Greg D'Amico
Treasurer
Date: 1/29/97
KILPATRICK & CODY, L.L.P.
1100 PEACHTREE STREET
SUITE 2800
ATLANTA, GEORGIA 30309
Telephone: 404-815-6132
Fax: 404-815-6555
January 27, 1997
Mr. Greg D'Amico
President and Treasurer
IPS Funds
625 S. Gay Street, Suite 630
Knoxville, Tennessee 37902
Re: Rule 24f-2 Notice for Fiscal Year Ended November 30, 1996
Concerning IPS Millennium Fund (Files Nos. 33-83132 and 811-
8718)
Ladies and Gentlemen:
We have served as counsel for the IPS Funds, an Ohio
business trust (the "Trust") registered as an investment company
under the Investment Company Act of 1940, as amended (File No.
811-8718) and with an indefinite number of shares of beneficial
interest registered for offer and sale (the "Stock") under the
Securities Act of 1933, as amended, pursuant to the Company's
Registration Statement on Form N-1A (No. 33-83132) (the
"Registration Statement").
We have examined and are familiar with originals or copies
(certified or otherwise identified to our satisfaction) of such
documents, corporate records and other instruments relating to
the organization of the Company and to the authorization and
issuance of the Registered Stock (as defined below) as we have
deemed necessary and advisable. Our opinion is limited to
matters arising under the provisions of the Trust's Declaration
of Trust dated August 10, 1994, as amended October 31,
1994, applicable to the issuance of the Registered Stock by the
Company.
In rendering this opinion, we have reviewed and relied upon
an Officer's Certificate (the "Certificate") from Greg D'Amico,
Treasurer of the Company, dated January 27, 1997. According to
the Certificate, the Company issued 195,759.989 shares of Stock
during the fiscal year ended November 30, 1996 (the "Registered
Stock"), and received consideration of not less than that
determined by the Fund's Trustees for each such share of
Registered Stock.
In our examination we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted
to us as certified or photostatic copies.
As to all factual matters relating to this opinion,
including those addressed in the Certificate, we have relied
<PAGE>
Mr. Greg D'Amico
January 27, 1997
Page 2
solely upon, and have assumed the accuracy, completeness and
genuineness of, oral and written representations made to us by
officers of the Company without making any independent
investigation with respect thereto.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that
the Registered Stock was, upon issuance thereof against payment
therefor as contemplated in the Registration Statement, legally
issued, fully paid and non-assessable.
Very truly yours,
KILPATRICK & CODY, L.L.P.
By: /s/ Reinaldo Pascual
Reinaldo Pascual, Partner
RP:mr
