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 Funds Trust I
399 Boylston Street
Boston, MA 02116
2. Name of each series or class of funds for which this
notice is filed:
New England Capital Growth Fund - Class A, B, C and Y shares
New England Balanced Fund - Class A, B, C and Y shares
New England International Equity Fund - Class A, B, C and Y shares
New England Star Advisers Fund - Class A, B, C and Y shares
New England Value Fund - Class A, B, C and Y shares
New England Growth Fund - Class A shares
New England Star Worldwide Fund - Class A, B, C and Y shares
New England Government Securities Fund - Class A, B, and Y shares
New England Strategic Income Fund - Class A, B, C and Y shares
New England Bond Income Fund - Class A, B, C and Y shares
New England Municipal Income Fund - Class A and B shares
3. Investment Company Act File Number: 811-4323
Securities Act File Number: 2-98326
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:
60,510,202 shares; $776,080,155.
10. Number and aggregate sale price of securities
sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
60,510,202 shares; $776,080,155.
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):
25,461,047 shares; $281,084,491.
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): $776,080,155
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans + 281,084,491
(from Item 11, if applicable):
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year - 597,321,686
(if applicable):
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction of filing fees pursuant to + 0
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): $459,842,960
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (See
InstructionC.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $158,566.54
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): X
Date of mailing or wire transfer of filing fees
to theCommission'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/ Robert P. Connolly
Robert P. Connolly, Secretary and Clerk
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 Funds Trust I
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 60,510,202 of your shares of
beneficial interest, no par value (the "Shares"), belonging to your New England
Government Securities Fund series, New England Growth Fund series, New England
Balanced Fund series, New England Value Fund series, New England Bond Income
Fund series, New England Municipal Income Fund series, New England Global
Government Fund series, New England International Equity Fund series, New
England Capital Growth Fund serires, New England Strategic Income Fund series,
New England Star Advisers Fund series and New England Star Worldwide Fund
series, sold in reliance upon the Rule during your fiscal year ended December
31, 1995.
We have examined your Amended and Restated Agreement and Declaration of
Trust, as amended (the "Agreement and Declaration of Trust"), 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 Funds Trust I (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
