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APPENDIX I
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 issueLife Cycle Mutual Funds, Inc.
656 East Swedesford Road
Wayne, Pennsylvania 19087
2. Name of each series or class of funds for which this notice is filed:
Life Cycle Equity Fund
Life Cycle Bond Fund
Life Cycle Retirement Income Fund
Life Cycle Harvest Fund
3. Investment Company Act File Number: 811 - 9058
Securities Act File Number: 33 - 94022
4. Last day of fiscal year for which this notice is filed: July 31, 1996
5. Check box if this notice is being filed more than 180 days after the close of
issuer's fiscal year for purposes of reporting securities sold ofter the
close of the fiscal year but before terminiation of the issuer's 24f-2
declaratation [ ]
6. Date of termination of issuer's declaration under
rule 24f-2(a)(1), if applicable:
7. Number and amount of securites of the same class or series which has 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
8. Number and amount of securities registerd during the fiscal year other
than pursuant to Rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
Life Cycle Equity Fund 351,123 3,759,918
Life Cycle Bond Fund 19,977 198,264
Life Cycle Retirement Income Fund 30,286 299,865
Life Cycle Harvest Fund 227,927 2,279,287
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Total 629,313 6,537,334
10.Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
Life Cycle Equity Fund 351,123 3,759,918
Life Cycle Bond Fund 19,977 198,264
Life Cycle Retirement Income Fund 30,286 299,865
Life Cycle Harvest Fund 227,927 2,279,287
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Total 629,313 6,537,334
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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:
Life Cycle Equity Fund 1,598 17,037
Life Cycle Bond Fund 291 2,868
Life Cycle Retirement Income Fund 397 3,922
Life Cycle Harvest Fund 2,010 20,098
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Total 4,296 43,925
12.Calculation of registration fees:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on 24f-2 $ 6,537,334
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans + 43,925
(iii)Aggregate price of shares redeemed or repurchased
during the fiscal year: -
Life Cycle Equity Fund 78,982 884,240
Life Cycle Bond Fund 163 1,607
Life Cycle Retirement Income Fund 5,300 52,347
Life Cycle Harvest Fund 139,938 1,399,392
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Total 224,383 2,337,586
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to Rule 24e-2 0
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(v) Net aggregate price of securities sold and issued during
fiscal year in reliance on Rule 24f-2 [line (i) plus line (ii),
less line (iii) plus line (iv)] (if applicable): 4,243,673
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or reg x 0.00034483
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(vii)Fee due [line (i) or line (v) multiplied = 1,463.35
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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 (17CFR 202.3A). [ x ]
Date of wire transfer of filing fee to the Commission's lockbox depository
9/25/96
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and the date indicated.
By (Signature and Title)
/s/Gordon M. Forrester
Gordon M. Forrester Assistant Treasurer
Date: September 26, 1996
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BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
PARK AVENUE TOWER
75 EAST 55TH STREET
NEW YORK, NEW YORK 10022
(212) 856-7000
WRITER'S DIRECT DIAL NUMBER
(212) 856-6853
WRITER'S DIRECT FACSIMILE NUMBER
(212) 856-7815
September 27, 1996
Life Cycle Mutual Funds, Inc.
656 East Swedesford Road
Wayne, Pennsylvania 19087
Gentlement:
We have acted as counsel to Life Cycle Mutual Funds, Inc. (the "Fund") in
connection with the preparation of the Rule 24f-2 Notice (the "Notice") covering
629,313 shares of Common Stock, par value $.01 per share of the Fund.
We have examined copies of the Certificate of Incorporation and By Laws of the
Fund, the Registration Statement, and such other corporate records and
documents, including the consent of the Board of Directors of the Fund, as we
have deemed necessary for the purpose of this opinion. We have also examined
such other document, papers, statutes and authorities as we deemed necessary to
form a basis for the opinion hereinafter expressed. In our examination of such
material, we have assumed the genuineness of all signatures and the conformity
to original documents of fact material to such opinion, and we have relied upon
statements and certificates of officers and representatives of the Fund and
others.
Based on the foregoing, we are of the opinion that 629,313 shares of Common
Stock, par value $.01 per share of the Fund, the registration of which the
Notice makes definitive, were legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Rule 24f-2
Notice.
Very truly yours,
/s/Battle Fowler
Battle Fowler LLP