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:
New England Zenith Fund
399 Boylston Street
Boston, MA 02116
2. Name of each series or class of funds for which this
notice is filed:
Back Bay Advisors Money Market Series
Back Bay Advisors Bond Income Series
Westpeak Stock Index Series
Back Bay Advisors Managed Series
Westpeak Value Growth Series
Loomis Sayles Avanti Growth Series
Loomis Sayles Small Cap Series
Loomis Sayles Balanced Series
Draycott International Equity Series
Salomon Brothers U.S. Government Series
Salomon Brothers Strategic Bond Opportunities Series
Venture Value Series
Alger Equity Growth Series
Short-Term Series
Capital Growth Series
3. Investment Company Act File Number: 811-3728
Securities Act File Number: 2-83538
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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:
6. Date of termination of issuer's declaration under 24f-
2(a)(1), if applicable (see instructions A.6):
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: None
8. Number and amount of securities 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:
17,771.679 shares with an aggregate sales price of $277,269.36
to purchasers which were not insurance company separate accounts
registered under the Securities Act of 1933 and 14,403,344.312
shares with an aggregate sales price of $643,173,243 were sold to
unmanaged insurance company separate accounts which were registered
under the Securities Act of 1933 and upon which a registration fee has
been paid by the relevant registered account.
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
17,771.679 shares with an aggregate sales price of $277,269.36
to purchasers which were not insurance company separate accounts
registered under the Securities Act of 1933 and 14,403,344.312 shares with
an aggregate sales price of $643,173,243 were sold to unmanaged insurance
company separate accounts which were registered under the Securities Act
of 1933 and upon which a registration fee has been paid by the relevant
registered account.
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): None
12. Calculation of registration fee:
i) Aggregate sale price of securities sold during the fiscal
year in reliance
upon rule 24f-2 (from Item 10):
$277,269.36
(ii) Aggregate price of shares issued in connection with
dividend reinvestment
plans (from Item 11, if applicable):
+$ 197.94
(iii) Aggregate price of shares redeemed or repurchased durin the
fiscal year (if applicable): ________
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable): ________
(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): $277,467.30
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see instruction C.6): x1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $95.61
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 (17 CFR
202.3a): $100.00
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: February 26, 1996
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/PETER H.DUFFY
Peter H. Duffy, Assistant Treasurer
Date: June 27, 1996
*Please print the name and title of the signing officer below
the signature.
February 28, 1996
New England Zenith Fund
399 Boylston Street
Boston, Massachusetts 02116
Ladies and Gentlemen:
You have informed us that you intend to file a notice on
Form 24F-2 (the "Notice") with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 24f-2 (the
"Rule") under the Investment Company Act of 1940, as amended,
making definite the registration of 14,421,116 of your shares
of beneficial interest, no par value (the "Shares"),
belonging to your Back Bay Advisors Money Market Series, Back
Bay Advisors Bond Income Series, Westpeak Stock Index Series,
Back Bay Advisors Managed Series, Westpeak Value Growth
Series, Loomis Sayles Avanti Growth Series, Loomis Sayles
Small Cap Series, Loomis Sayles Balanced Series, Draycott
International Opportunities Series, Venture Value Series,
Alger Equity Growth Series, Short-Term Series and Capital
Growth Series, sold in reliance upon the Rule during your
fiscal year ended December 31, 1995.
We have examined your Agreement and Declaration of
Trust, as amended, on file in the office of the Secretary of
State of The Commonwealth of Massachusetts and are familiar
with the action taken by your Trustees to authorize the
issuance and sale from time to time of your authorized and
unissued shares of beneficial interest at not less than net
asset value. We have also examined a copy of your By-Laws,
an executed copy of the Notice and such other certificates,
documents and records as we have deemed necessary for the
purposes of this opinion.
Based on the foregoing, we are of the opinion that the
Shares have been duly authorized and validly issued and are
fully paid and non-accessible.
New England Zenith Fund -2-
February 28, 1996
New England Zenith Fund (the "Trust") is an entity of
the type commonly known as a "Massachusetts business trust."
Under Massachusetts law, shareholders could, in certain
circumstances, be held personally liable for the obligations
of the Trust. However, the Agreement and Declaration of
Trust disclaims shareholder liability for acts or obligations
of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation or instrument entered
into or executed by the Trust or its Trustees. The Agreement
and Declaration of Trust provides for indemnification out of
the property of the particular series of shares for all loss
and expense of any shareholder held personally liable solely
by reason of being or having been a shareholder of that
series. Thus, the risk of shareholder liability is limited
to circumstances in which that series of shares itself would
be unable to meet its obligations.
We consent to this opinion accompanying the Notice when
filed with the Commission.
Very truly yours,
/s/ROPES and GRAY
ROPES & GRAY
