UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The Camelot Funds (formerly The Fairmont Fund Trust)
1346 South Third Street
Louisville, KY 40208
2. The name of each series or class of securities for which this
Form is filed (If the Form is being filed for all series and
Classes of securities of the issuer, check the box but do not
list series or classes): X___
3. Investment Company Act File Number: 811-3139
Securities Act File Number: 2-70825
4(a). Last day of fiscal year for which this Form is filed:
December 31, 1998
4(b). ____ Check box if this Form is being filed late (i.e., more
than 90 calendar days after the end of the issuer's fiscal
year).
4(c). ____ Check box if this is the last time the issuer will be
filing this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year pursuant to section 24(f): $ 1,166,930
(ii) Aggregate price of securities redeemed or repurchased
during the fiscal year: $ 7,657,202
(iii) Aggregate price of securities redeemed or repurchased
during any prior fiscal year ending no earlier than
October 11, 1995 that were not previously used to
reduce registration fees payable to the
Commission: $ 294,504
(iv) Total available redemption credits
[add Items 5(ii) and 5(iii)]: -$ 7,951,706
(v) Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]: $ 0
(vi) Redemption credits available for use $ 6,784,776
in future years - if Item 5(i) is less than
Item 5(iv) [subtract Item 5(iv) from Item 5(i)]:
(vii)Multiplier for determining registration fee x .000278
(viii)Registration fee due (multiply Item 5(v) by
Item 5(vii) (enter "0" if no fee is due): = $ 0
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an
amount of securities that were registered under the Securities
Act of 1933 pursuant to rule 24e-2 as in effect before October
11, 1997, then report the amount of securities (number of
shares or other units) deducted here: 0 . If there
is a number of shares or other units that were registered
pursuant to rule 24e-2 remaining unsold at the end of the fiscal
year for which this form is filed that are available for use by
the issuer in future fiscal years, then state that number
here: 2,569,880 .
7. Interest due - if this Form is being filed more than 90 days
after the end of the issuer's fiscal year: + $ 0
8. Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]: = $ 0
9. Date the registration fee and any interest payment was sent to
the Commission's lockbox depository: ____________
Method of Delivery: ______ Wire Transfer
______ Mail or other means
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/____________________________________
Louis T. Young, Treasurer
Date: March 30, 1999
*Please print the name and title of the signing officer below the signature
