[The Fontaine Trust Letterhead]
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 Fontaine Trust
210 W Pennsylvania Ave Ste 240
Towson MD 21204
2. Name of each series or class of funds for which this notice is filed:
Fontaine Capital Appreciation Fund, Fontaine Global Growth Fund,
Fontaine Global Income Fund
3. Investment Company Act File Number: 811-5835
Securities Act File Number: 33-29678
4. Last Day of fiscal year end for which this notice is filed:
December 31, 1996
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:
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:
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:
1,017,863 $13,318,840
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
1,017,863 $13,318,840
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
178,448 $1,792,478
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): $13,318,840
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): $1,792,478
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): $7,039,165
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 (if applicable): $8,072,153
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation: .000303030303
(vii) Fee due: $2,446.11
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:
2/26/97
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/ Richard H. Fontaine
Richard H. Fontaine, President
Date: 2/25/97
[Katten Muchin & Zavis Letterhead]
Washington, D.C. (202) 625-3781
February 27, 1997
The Fontaine Trust
210 West Pennsylvania Avenue
Suite 240
Towson, Maryland 21204
Re: The Fontaine Trust
Gentlemen:
This opinion is given in connection with the filing by The Fontaine
Trust, a Massachusetts business trust (the "Fund"), of a notice pursuant
to Rule 24f-2 (the "Rule 24f-2 Notice") under the Investment Company Act
of 1940, as amended (the "1940 Act"). In its Registration Statement on
Form N-1A (File No. 33-29678 and File No. 811-5835) ("Registration
Statement"), filed with the Securities and Exchange Commission
("Commission") under the Securities Act of 1933, as amended (the "1933
Act"), and the 1940 Act, the Fund registered an indefinite number of
securities and undertook to file a Rule 24f-2 Notice within six months
of its fiscal year end.
We have examined the Fund's Declaration of Trust, as amended; its
By-Laws; certain Board of Trustees' resolutions; the Notice of
Registration on Form N-8A filed with the Commission under the 1940 Act
on June 30, 1989; the Registration Statement as originally filed with
the Commission under the 1933 Act and 1940 Act on the same date;
Post-Effective Amendment No. 1 to the Registration Statement under the
1933 Act, as filed with the Commission on March 28, 1990; Post-Effective
Amendment No. 2 to the Registration Statement under the 1933 Act, as
filed with the Commission on January 2, 1991; Post-Effective Amendment
No. 3 to the Registration Statement under the 1933 Act, as filed with
the Commission on April 29, 1991; Post-Effective Amendment No. 4 to the
Registration Statement filed with the Commission on March 2, 1992;
Post-Effective Amendment No. 5 to the Registration Statement filed with
the Commission on September 1, 1992; Post-Effective Amendment No. 6 to
the Registration Statement filed with the Commission on April 30, 1993;
Post-Effective Amendment No. 7 to the Registration Statement filed with
the Commission on April 28, 1994; Post-Effective Amendment No. 8 to the
Registration Statement filed with the Commission on April 28, 1995; Post-
Effective Amendment No. 9 to the Registration Statement filed with the
Commission on May 1, 1996; and such corporate and other records,
certificates, representations, documents, and statutes that we have deemed
relevant in order to render the opinion expressed herein.
Based on such examination, we are of the opinion that the shares of
the Fund, the registration of which the Rule 24f-2 Notice makes definite
in number, are legally issued, fully paid and non-assessable.
This letter expresses our opinion as to the General Laws of the
Commonwealth of Massachusetts governing matters such as the
authorization and issuance of shares, but does not extend to the
securities or "Blue Sky" laws of Massachusetts or to federal securities
or other laws.
Very truly yours,
/s/ Katten, Muchin & Zavis
KATTEN MUCHIN & ZAVIS
