Annual Notice of Securities Sold Pursuant to Rule 24F-2
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:
Prospect Hill Trust
215 N. Main Street
West Bend, WI 53095
2. Name of each series or class of funds for which this notice is filed:
Prospect Hill Prime Money Market Fund
3. Investment Company Act File Number:
811-7424
Securities Act File Number:
33-56810
4. Last day of fiscal year for which this notice is filed:
December 29, 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):
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:
$281,330,437.11
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
$281,330,437.11
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):
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): $281,330,437.11
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + -
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -281,330,437.11
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(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24F-2 (if applicable): + -
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(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 0
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:$ 0
--------------
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Instructions: 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).
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 (Signature and Title):
/s/ Jay Ferrara
Treasurer
(Quarles & Brady Logo)
February 23, 1996
Prospect Hill Trust
215 North Main Street
West Bend WI 53095
Gentlemen:
In connection with the filing of a Rule 24f-2 Notice for Prospect Hill
Trust, a Massachusetts business trust (the "Fund") and an open-end management
investment company registered under the Investment Company Act of 1940 ("1940
Act"), the purpose of which is to make definite the number of no par value
shares of beneficial interest ("Shares") registered under the Securities Act of
1933 ("1933 Act") for the period ended December 29, 1995 (the date on which the
Fund ceased operations), you have requested that we furnish you with the
following opinion which we understand will be filed with the Securities and
Exchange Commission. This opinion is rendered solely for use in connection with
such filing, and may not be relied upon for any other purpose.
We understand that the Shares have been, and continue to be, offered to
the public in the manner and on the terms identified and referred to in the
Registration Statement (Registration No. 33-56810) and all amendments thereto
filed with the Securities and Exchange Commission (the "Registration
Statement"). For purposes of rendering this opinion, we have examined originals
or electrostatic copies of such documents as we considered necessary, including
those listed below. In conducting such examination, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as copies.
The documents we have examined are:
1. The Registration Statement and all amendments thereto;
2. The Declaration of Trust dated as of January 6, 1993, as
filed with the Office of the Secretary of State for the Commonwealth
of Massachusetts on January 29, 1993, as amended by Amendment No. 1
thereto dated as of March 3, 1994, as filed with the Office of the
Secretary of State for the Commonwealth of Massachusetts on March 11,
1994; and
3. Designations of the Board of Trustees of the only series of
Shares offered by the Fund during the period ended December 29, 1995
(the date on which the Fund ceased operations).
Based upon and subject to the foregoing, after having given due regard to
such issues of law as we deemed relevant, and assuming that:
1. Each Prospectus which is a part of the Registration Statement
and your Prospectus delivery procedures with respect thereto fulfilled
all the requirements of the 1933 Act and the 1940 Act throughout all
periods relevant to this opinion;
2. All offers and sales of the Fund's Shares were made in a
manner complying with the terms of the Registration Statement;
3. All offers or sales of the Fund's Shares were made in
compliance with the state securities laws of the states having
jurisdiction thereof; and
4. Each agreement, obligation or contract entered into by the
Fund contains a notice that the Declaration of Trust disclaims
personal liability of the shareholders, Trustees and their agents for
payment under any credit extended to, contract with, or claim against
the Fund;
we are of the opinion that the Shares, the registration of which the Rule 24f-2
Notice makes definite in number, were, when issued, legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as a part of the Rule 24f-2
Notice.
Very truly yours,
/s/ Quarles & Brady
QUARLES & BRADY
291:ba
760314.40007
