AMERICAN PENSION INVESTORS TRUST
24F-2NT, 1996-07-29
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            Annual Notice of Securities Sold Pursuant to Rule 24F-2

                    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.

1.  Name and address of issuer:        American Pension Investors Trust
                                       2303 Yorktown Avenue
                                       Lynchburg, VA  24501

<PAGE>


2.  Name of each series or class of funds for which this notice is filed:

      Growth Fund
      T-1 Treasury Trust
      Capital Income Fund
      Yorktown Classic Value Trust
      Yorktown Value Income Trust


<PAGE>


3.  Investment Company Act File Number:  811-4262

      Securities Act File Number:  2-96538


<PAGE>


4.  Last day of fiscal year for which this notice is filed:

      May 31, 1996


<PAGE>


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:

                                      [ ]

<PAGE>


6.  Date of termination of issuer's declaration under rule 24f-2(a)(1), if
    applicable (see Instruction A.6):


<PAGE>


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


<PAGE>

8.  Number and amount of securities registered during the fiscal year other than
    pursuant to rule 24f-2:

                                                                          None


<PAGE>


9.  Number and aggregate sale price of securities sold during the fiscal year:

      The number of securities sold during the fiscal year is 2,912,034. The
      aggregate sale price of securities sold during the fiscal year is
      $28,546,067.


<PAGE>


10. Number and aggregate sale price of securities sold during the fiscal year in
    reliance upon registration pursuant to rule 24f-2:

      The number of securities sold during the fiscal year in reliance upon
      registration pursuant to rule 24f-2 is 2,912,034. The aggregate sale price
      of securities sold during the fiscal year in reliance upon registration
      pursuant to rule 24f-2 is $28,546,067.


<PAGE>


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):

                                       0


<PAGE>


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):

                                  $28,546,067

      (ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable);

                                  +          0

      (iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):

                                  -$21,086,791

      (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

      (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):

                                  $ 7,459,276

      (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)]:

                                   $ 2,572.17

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.



<PAGE>


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:  July 26, 1996


<PAGE>


                                                                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/ CHARLES D. FOSTER
                                 Charles D. Foster, Chief Financial Officer

Date  July 29, 1996

 *  Please print the name and Title of the signing officer below the signature.

<PAGE>

                        Sands, Anderson, Marks & Miller
                           a Professional Corporation
                       801 E. Main Street, P. O. Box 1998
                         Richmond, Virginia  23218-1998

Direct Dial:
(804) 783-7219

                                 July 29, 1996

American Pension Investors Trust
2303 Yorktown Avenue
Lynchburg, VA  24501

Gentlemen:

     We have examined the Declaration of Trust of American Pension Investors
Trust, a Massachusetts business trust (the "Fund"), and the Bylaws of the Fund.
We have examined (i) the Fund's Post-Effective Amendment Number 25 to its
Registration Statement on Form N-1A, (ii) the Rule 24f-2 Notice on Form 24F-2
for the Fund for the fiscal year ended May 31, 1996, and (iii) Auditors' Reports
of Coopers & Lybrand L.L.P., dated June 14, 1996, with respect to the financial
condition of American Pension Investors Trust: (a) Growth Fund, (b) T-1 Treasury
Trust (formerly, the Global Income Fund and prior to that the U.S. Government
Intermediate Fund), (c) Capital Income Fund (formerly, the Income Fund and prior
to that the Investment Grade Securities Fund, Total Return Fund (formerly, the
Balanced Fund) and Special Markets Trust (formerly, the Natural Resources Fund
and prior to that the Precious Resources Fund) and (d) the Yorktown Classic
Value Trust. On May 31, 1995, subsequent to the close of business, the Total
Return Fund and the Special Markets Trust each transferred all of their
respective assets to the Growth Fund in exchange for shares of beneficial
interests in the Growth Fund. In addition, we have relied upon representations
of the Fund with respect to matters relevant to the opinion expressed herein.

     The Fund is authorized to issue an unlimited number of shares of beneficial
interest without par value. On May 31, 1996, the Fund had five funds represented
by five classes of shares as follows: (a) the Growth Fund, (b) the T-1 Treasury
Trust (formerly, the Global Income Fund and prior to that the U.S. Government
Intermediate Fund), (c) the Capital Income Fund (formerly, the Income Fund and
prior to that the Investment Grade Securities Fund), the Total Return Fund
(formerly, the Balanced Fund) and the Special Markets Trust (formerly, the
Natural Resources Fund and prior to that the Precious Resources Fund), (d) the
Yorktown Classic Value Trust and (e) the Yorktown Value Income Trust. Subsequent
to the close of business on May 31, 1995, the Return Fund and the Special
Markets Trust were reorganized such that the Growth Fund assumed all of the
liabilities of the Return Fund and the Special Markets Trust, which resulted in
the reduction of the current amount of funds in the Fund to five representing
five classes of shares. (All of the shares of the Fund allocated to each of the
aforementioned funds are hereinafter referred to collectively as the "Shares.")

<PAGE>


     The Fund has filed with the Securities and Exchange Commission of the
United States an election to register an indefinite number of shares pursuant to
the provisions of Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "Election"). You have advised us that each year during which
Shares, including any Shares reinvested from net income distributions, are sold
pursuant to the Election, the Fund will timely file a notice pursuant to said
Rule 24f-2 on Form 24F-2, perfecting the registration of the Shares, including
any Shares reinvested from net income distributions, sold by the Fund during
each fiscal year in which the Election remains in effect. In connection with the
Rule 24f-2 Notice on Form 24F-2 for the fiscal year ended May 31, 1996, you have
requested that we provide you with the opinion contained herein.

     Based solely upon the foregoing information and examination, we are of the
opinion, as of the date hereof, that the Shares of the Fund, the registration of
which the Fund's Rule 24f-2 Notice on Form 24F-2 for the fiscal year ended May
31, 1996, makes definite in number, were legally issued, fully paid and
non-assessable.

     We hereby consent to the use of this opinion with the filing by direct
transmission of the Rule 24f-2 Notice on Form 24F-2.

                          Very truly yours,

                          SANDS, ANDERSON, MARKS & MILLER,
                          a Professional Corporation

                          By: /s/ DANIEL M. SIEGEL
                                  Vice President



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