February 28, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Mariner Funds Trust
File No. 33-1312
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
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: Mariner Funds Trust
370 17th Street
Denver, CO 80202
2. Name of each series or class of funds for which this notice is filed:
Government Money Market Fund
U.S. Treasury Money Market Fund
Cash Management Fund
Tax-Free Money-Market Fund
New York Tax-Free Money Market Fund
3. Investment Company Act File Number: 811-4453
Securities Act File Number: 33-1312
4. Last day of fiscal year for which this notice is filed: 12/31/95
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year of 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:
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:
Number: 495,299,847
Amount: $495,299,847
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 2,631,778,159
Sale Price: $2,631,778,159
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 2,136,478,312
Sale Price: $2,136,478,312
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 6,423,589
Sale Price: $6,423,589
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): $ 2,136,478,312
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 6,423,589
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 2,142,901,901
(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): $ 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation: \ 2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 0
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 \s\ Mark E. Nagle
Mark E. Nagle
Treasurer
Date February 28, 1996
February 22, 1996
Mariner Funds Trust
370 17th Street
Denver, Colorado 80202
Dear Sirs:
We refer to the Rule 24f-2 Notice (the "Rule 24f-2 Notice"), with respect to
the Post-Effective Amendment (the "Post-Effective Amendment") to the
Registration Statement on Form N-1A relating to the shares of beneficial
interest, par value $.001 per share, of Mariner Funds Trust, a Massachusetts
business trust (the "Trust"). The Post-Effective Amendment registered an
indefinite number of shares of beneficial interest of the Trust pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended. The Rule
24f-2 Notice makes definite the number of shares of beneficial interest of the
Trust sold during the Trust's fiscal year ended December 31, 1995 that were so
registered under the Post-Effective Amendment.
We have examined and relied upon copies of the Post-Effective Amendment and
the Rule 24f-2 Notice and have examined and relied upon originals, or copies
certified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion set forth below.
Based on the foregoing, we are of the opinion that the shares of beneficial
interest of the Trust, the registration of which the Rule 24f-2 Notice makes
definite in number, were duly authorized, legally issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion in connection with the filing of
the Rule 24f-2 Notice. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under section
7 of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
\s\ Baker & McKenzie
Baker & McKenzie
