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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 CRM Funds
Two Portland Square
Portland, Maine 04101
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2. Name of each series or class of funds for which this notice is filed:
Small Cap Value Fund
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3. Investment Company Act File Number: 33-91498
Securities Act File Number: 811-9034
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4. Last day of fiscal year for which this notice is filed:
September 30, 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:
Zero (0) Shares
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8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
Zero (0) Shares
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9. Number and aggregate sale price of securities sold during fiscal year:
Shares Dollars
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Small Cap Value Fund 3,428,682 $40,410,679
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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:
Shares Dollars
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Small Cap Value Fund 3,428,682 $40,410,679
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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):
Securities issued during the fiscal year in connection with dividend
reinvestment plans are included in the securities reported in Item 9.
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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): $ 40,410,679
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 0*
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 1,694,149
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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
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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): 38,716,530
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(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
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 11,732.28
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* SHARES ISSUED IN CONNECTION WITH DIVIDEND REINVESTMENT
PLANS ARE INCLUDED IN THE SECURITIES REPORTED IN ITEM 9.
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).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 27, 1996
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SIGNATURES
This report has been signed by the following persons on behalf of the issuer and
in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Max Berueffy, Assistant Secretary
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Max Berueffy, Assistant Secretary
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Date November 26, 1996
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* Please print the name and title of the signing officer below the signature.
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U.S. Securities and Exchange Commission
Washington, D.C. 20549
RULE 24f-2 NOTICE
THE CRM FUNDS
Two Portland Square
Portland, Maine 04101
File Nos. 33-91498; 811-9034
SIGNATURE
Pursuant to the requirements of Rule 24f-2 under the Investment Company Act
of 1940, The CRM Funds has duly caused this Rule 24f-2 Notice to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Portland, and State of Maine, on this 26th day of November, 1996.
The CRM Funds
By: /s/ Max Berueffy
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Max Berueffy
Assistant Secretary
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KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NY 10022-3852
(212) 715-9100
November 22, 1996
The CRM Funds
Two Portland Square
Portland, Maine 04101
Re: The CRM Funds
File No. 33-91498
Registration No. 811-9034
Dear Ladies/Gentlemen:
We have acted as counsel to The CRM Funds, a Delaware business trust
(the "Trust"), in connection with the public offering of the Trust's shares
of beneficial interest, no par value, and on various other securities and
general matters. The Trust was organized as a Delaware business trust on
April 24, 1995. We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an indefinite number
of Shares 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 sold in reliance upon Rule 24f-2 during the fiscal
year ended September 30, 1996.
We have reviewed, insofar as it relates or pertains 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
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Kramer, Levin, Naftalis & Frankel
November 22, 1996
Page 2
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 Trust Instrument and Registration
Statement, and that the consideration received therefor was for no 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
