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:
The Kent Funds
c/o 440 Financial Distributors, Inc.
290 Donald Lynch Boulevard
Marlboro, MA 01752
2. Name of each series or class of funds for which this notice
is filed:
Money Market Fund - Institutional Class
Money Market Fund - Investment Class
Michigan Municipal Money Market Fund - Institutional Class
Michigan Municipal Money Market Fund - Investment Class
Limited Term Tax-Free Fund - Institutional Class
Limited Term Tax-Free Fund - Investment Class
Intermediate Tax-Free Fund - Institutional Class
Intermediate Tax-Free Fund - Investment Class
Tax-Free Income Fund - Institutional Class
Tax-Free Income Fund - Investment Class
Michigan Municipal Bond Fund - Institutional Class
Michigan Municipal Bond Fund - Investment Class
Short Term Bond Fund - Institutional Class
Short Term Bond Fund - Investment Class
Intermediate Bond Fund - Institutional Class
Intermediate Bond Fund - Investment Class
Income Fund - Institutional Class
Income Fund - Investment Class
Growth and Income Fund - Institutional Class
Growth and Income Fund - Investment Class
Small Company Growth Fund - Institutional Class
Small Company Growth Fund - Investment Class
International Growth Fund - Institutional Class
International Growth Fund - Investment Class
Index Equity Fund - Institutional Class
Index Equity Fund - Investment Class
3. Investment Company Act File Number: 811-4824
Securities Act File Number: 33-8398
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): N/A
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:
Aggregate
Shares Dollar Amount
TOTAL 1,217,376,297 $2,732,875,144
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
Aggregate
Shares Dollar Amount
TOTAL 1,217,376,297 $2,732,875,144
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):
Aggregate
Shares Dollar Amount
TOTAL 8,466,237 $89,339,809
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):
$2,732,875,144
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+ 89,339,809
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -2,482,646,476
(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):
339,568,477
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): "1/2900" x 1/29 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 117,092.58
Instructions: Issuer 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: February 22, 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/ Julie A. Tedesco
Julie A. Tedesco
Assistant Secretary
Date: February 28, 1996
*Please print the name and title of the signing officer below the
signature
February 27, 1996
The Kent Funds
4400 Computer Drive
P.O. Box 5107
Westboro, MA 01581-5107
Re: Rule 24f-2 Notice for The Kent Funds
(Registration No. 33-8398)
Gentlemen:
We have acted as counsel for The Kent Funds, a Massachusetts
business trust (the "Trust"), in connection with the registration
under the Securities Act of 1933, as amended, of 1,217,376,297
Investment and Institutional Shares (the "Shares") of its Money
Market Fund, Michigan Municipal Money Market Fund, Short Term Bond
Fund, Intermediate Bond Fund, Income Fund, Limited Term Tax-Free
Fund, Intermediate Tax-Free Fund, Tax-Free Income Fund, Michigan
Municipal Bond Fund, Growth and Income Fund, Small Company Growth
Fund, International Growth Fund and Index Equity Fund. During the
Trust's fiscal year ended December 31, 1995, all of the foregoing
Shares were registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. The Trust is authorized to issue
an unlimited number of shares of each class, without a par value.
We have reviewed the Trust's Restatement of Declaration of
Trust, its Amended and Restated By-laws, resolutions adopted by
its Board of Trustees and shareholders, and such other legal and
factual matters as we have considered necessary. We have relied
on an opinion of Ropes & Gray, special Massachusetts counsel to
the Trust, insofar as our opinion below relates to matters arising
under the laws of the Commonwealth of Massachusetts. In all
cases, we have assumed the genuineness of signatures, the
authenticity of documents submitted to us as originals, the
conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate
records and other information made available to us by the Trust.
On the basis of and subject to the foregoing, we are of the
opinion that the foregoing Shares registered pursuant to Rule 24f-
2 were, when issued for payment as described in the Trust's
prospectuses for such Shares, legally issued, fully paid, and non-
assessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts
business trust could, under certain circumstances, be held
personally liable for the obligations of the trust. However, the
Restatement of Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that a
recitation of such disclaimer be included in every note, bond,
contract or other undertaking issued by or on behalf of the Trust
or the trustees relating to the Trust. The Restatement of
Declaration of Trust provides for indemnification out of the
assets of the Trust for all loss and expense of any shareholder of
the Trust held personally liable solely by reason of his or her
being or having been a shareholder. Thus, the risk of a
shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust itself
would be unable to meet its obligations.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as part of the Trust's Rule
24f-2 Notice.
Very truly yours,
/s/Drinker Biddle & Reath
DRINKER BIDDLE & REATH
The Kent Funds
February 27, 1996
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