<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
- --------------------------------------------------------------------------------
1. Name and address of issuer:
The Torray Fund
6610 Rockledge Drive, Suite 450
Bethesda, Maryland 20817
- --------------------------------------------------------------------------------
2. Name of each series or class of funds for which this notice is filed:
N/A
- --------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-06096
Securities Act File Number: 33-34411
- --------------------------------------------------------------------------------
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.5):
N/A
- --------------------------------------------------------------------------------
7. Number and aggregate sale price of securities of the same class or series
sold during the fiscal year 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 aggregate sale price 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
in reliance upon registration pursuant to rule 24f-2:
$17,576,747 937,270 shares
<PAGE> 2
- --------------------------------------------------------------------------------
10. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.5):
$1,054,067 55,960 shares
- --------------------------------------------------------------------------------
11. Number and aggregate sale price of securities sold during the fiscal
year:
$17,576,747 937,270 shares
- --------------------------------------------------------------------------------
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during $17,576,747.00
the fiscal year in reliance on rule 24f-2 (from ---------------
Item 9):
(ii) Aggregate price of shares issued in connection + 1,054,067.00
with dividend reinvestment plans (from Item 10, ---------------
if applicable):
(iii) Aggregate price of shares redeemed or repurchased -(2,816,458.00)
during the fiscal year (if applicable): ---------------
(iv) Aggregate price of shares redeemed or repurchased + N/A
and applied as a reduction to filing fees pursuant ---------------
to rule 24e-2 (if applicable):
(v) Net aggregate sale price of securities sold during 15,814,356.00
the fiscal year in reliance on rule 24f-2 [line ---------------
(i), plus line (ii), less line (iii), plus line
(iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) under the X .00034483
Securities Act of 1933 or other applicable law ---------------
or regulation (see Instruction C.5):
(vii) Fee due [line (vi) multiplied by line (vii)]: 5,453.26
===============
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 the Commissions'
lockbox depository: 2/29/96
- --------------------------------------------------------------------------------
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/ MARIANNA T. DOYLE
----------------------------------------------------
Marianna T. Doyle, Vice President, Secretary, Treas.
----------------------------------------------------
Date 2/26/96
----------------
* Please print the name and title of the signing officer below the signature.
- --------------------------------------------------------------------------------
<PAGE> 1
[MORGAN, LEWIS & BOCKIUS LETTERHEAD]
February 28, 1996
The Torray Fund
6610 Rockledge Drive
Suite 450
Bethesda, MD 20817
Re: The Torray Fund
Ladies and Gentlemen:
The Torray Fund (the "Fund") is a business trust organized
under the laws of the Commonwealth of Massachusetts with its principal place of
business in Bethesda, Maryland. The Fund is an open-end diversified management
investment company registered with the Securities and Exchange Commission (the
"Commission") under the Investment Company Act of 1940 (the "1940 Act"). This
opinion relates to units of beneficial interest ("shares") of the Fund, without
par value, sold in reliance upon Rule 24f-2 during its fiscal year ended
December 31, 1995, the registration of which is made definite by the filing of
the attached Notice.
We have reviewed all proceedings taken by the Fund in
connection with the offer and sale of the shares which have been offered under
a Prospectus included as part of the Fund's Registration Statement on Form
N-1A, as amended to the date hereof, which has been filed with the Commission
under the Securities Act of 1933 and the 1940 Act.
We are of the opinion that such shares, when sold and issued
in return for the payment described in the Fund's Registration Statement, were
legally issued, fully paid and non-assessable by the Fund.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
cc: Mr. William M Lane
Ms. Marianna Doyle
