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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:
Trans Adviser Funds, Inc.
500 East Main Street
Bowling Green, KY 42101
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2. Name of each series or class of funds for which this notice is filed:
Growth/Value Fund
Aggressive Growth Fund
Intermediate Bond Fund
Kentucky Tax-Free Fund
Money Market Fund
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3. Investment Company Act File Number: 811-9068
Securities Act File Number: 33-94412
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4. Last day of fiscal year for which this notice is filed:
August 31, 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:
101,500,000 Shares
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9. Number and aggregate sale price of securities sold during fiscal year:
SHARES DOLLARS
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Growth/Value Fund 1,408,416 $16,167,510
Aggressive Growth Fund 668,440 7,596,130
Intermediate Bond Fund 1,493,114 15,604,256
Kentucky Tax-Free Fund 2,872,426 30,604,391
Money Market Fund 446,704,985 446,704,985
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TOTAL 453,147,381 $516,677,272
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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
------ -------
Growth/Value Fund 1,408,416 $16,167,510
Aggressive Growth Fund 668,440 7,596,130
Intermediate Bond Fund 1,493,114 15,604,256
Kentucky Tax-Free Fund 2,872,426 30,604,391
Money Market Fund 345,204,985 345,204,985
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TOTAL 351,647,381 $415,177,272
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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:
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(i) Aggregate sale price of securities sold during the fiscal year in reliance on
Rule 24f-2 (from Item 10): $ 415,177,272
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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): - 386,094,682
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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): 29,082,590
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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)]: $ 8,812.91
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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:
October 29, 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, Vice President and Secretary
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Max Berueffy, Vice President and Secretary
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Date October 29, 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
TRANS ADVISER FUNDS, INC.
Two Portland Square
Portland, Maine 04101
File Nos. 33-94412; 811-9068
SIGNATURE
Pursuant to the requirements of Rule 24f-2 under the Investment Company Act
of 1940, Trans Adviser Funds, Inc. 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 29th day of October, 1996.
Trans Adviser Funds, Inc.
By: /s/ Max Berueffy
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Max Berueffy
Vice President and Secretary
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KRAMER, LEVIN, NAFTALIS & FRANKEL
919 THIRD AVENUE
NEW YORK, NY 10022-3852
(212) 715-9100
October 28, 1996
Trans Adviser Funds, Inc.
500 East Main Street
Bowling Green, Kentucky 42101
Re: Trans Adviser Funds, Inc.
Registration No. 811-9068
File No. 33-94412
Dear Ladies/Gentlemen:
We have acted as counsel to Trans Adviser Funds, Inc., a Maryland
corporation (the "Company"), in connection with the public offering of the
Company's shares of Common Stock, par value $.001 per share, and on various
other securities and general corporate matters. The Company was organized as a
Maryland corporation on June 20, 1995. We understand that, pursuant to Rule
24f-2 under the Investment Company Act of 1940, the Company has registered an
indefinite number of shares of Common Stock under the Securities Act of 1933.
We further understand that, pursuant to Rule 24e-1 under the Investment Company
Act of 1940, the Company has also registered 101,500,000 shares of Common Stock
in addition to maintaining its existing registration of an indefinite number of
shares of Common Stock. We further understand that, pursuant to the provisions
of Rule 24f-2, the Company is filing with the Securities and Exchange Commission
the Notice attached hereto making definite the registration of shares of Common
Stock (the "Shares") sold in reliance upon Rule 24f-2 during the fiscal year
ended August 31, 1996.
We have reviewed, insofar as it relates or pertains to the Company, the
Company'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,
corporate 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.
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Trans Adviser Funds, Inc.
October 28, 1996
Page 2
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 Maryland law is based
upon a limited inquiry thereof that we have deemed appropriate under the
circumstances.
Based on the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and, assuming the Shares have been issued and sold
in accordance with the Company's Articles of Incorporation, as amended and
restated, and Registration Statement, and that the consideration received
therefor 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
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