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U.S. SECURITIES & 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: FFB Funds Trust
237 Park Avenue
New York, NY 10017
2 Name of each series or class of funds for which this notice is filed:
FFB U.S. Government Income Fund
3 Investment Company Act File Number: 811-4510
Securities Act File Number: 33-2010
4 Last day of fiscal year for which this notice is filed:
For the period March 1, 1995 through November 20, 1995 (date the FFB
U.S. Government Income Fund ceased operations)
5 Check box if this notice is being filed more than 180 days after the
close of 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: Not 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:
Shares Amount
------ ------
33,664 285,846
8 Number and amount of scurities 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:
Shares Amount
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FFB U.S. Government Income Fund 129,806 $1,226,646
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10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration of rule 24f-2:
FFB U.S. Government Income Fund 129,806 $1,226,646
11 Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
FFB U.S. Government Income Fund 7,610 72,207
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) $1,226,646
(ii) Aggregate price of shares issued in connection
with dividends reinvestment plans (from item 11, if
applicable): 72,207
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable: 5,633,570
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction to
filing fees pursuant to rule 24e-2 (if applicable): 285,846
(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) (4,048,871)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or 2900
regulation
(vii)Fee due line (i) or line (v) multipled by line (vi): no fee due
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 CRF 202.3a: ----------------
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository: Not applicable
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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 Tile)
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Donald E. Brostrom, Asst. Treasurer
Date
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January 18, 1996
FFB Funds Trust
237 Park Avenue
New York, NY 10017
Dear Sirs:
We refer to the Rule 24f-2 Notice (the "Rule 24f-2 Notice"), with
respect to Post-Effective Amendment No. 22 (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 the FFB U.S. Government Income Fund, a
series under the FFB Funds Trust, a Massachusetts business trust (the "Fund").
The Post-Effective Amendment registered an indefinite number of shares of
beneficial interest of the Fund 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 Fund sold during the Fund's fiscal
period ended November 20, 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
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FFB Funds Trust
January 18, 1996
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shares of beneficial interest of the Fund, 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,
