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 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 rule 24f-2(a)(1), if
applicable (see Instruction 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:
None (except for 14,421,116 shares sold to unmanaged insurance company
separate accounts that offer interests therein that are registered under the
Securities Act of 1993 and on which a registration fee has been or will be
paid).
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
None (except for 14,421,116 shares sold to unmanaged insurance company
separate accounts that offer interests therein that are registered under the
Securities Act of 1993 and on which a registration fee has been or will be
paid).
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):
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): $ -0-
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +
(iii) Aggregate price of shares redeemed or repurchased
during 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 (ifapplicable): +
(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):
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ -0-
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):
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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: February 28, 1996
* Please print the name and title of the signing officer below the signature.
ROPES & GRAY
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000
Fax: (617) 951-7050
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 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 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-assessable.
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 & Gray
ROPES & GRAY
