December 26, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Haven Capital Management, Inc.
File No. 33-76670
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
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: Haven Capital Management, Inc.
655 Third Avenue
New York, NY 10017
2. Name of each series or class of funds for which this notice is filed:
The Haven Fund
3. Investment Company Act File Number: 811-8428
Securities Act File Number: 33-76670
4. Last day of fiscal year for which this notice is filed: 10/31/96
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: 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: N/A
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 212,897
Sale Price: $2,709,097
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 212,897
Sale Price: $2,709,097
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 225,609
Sale Price: $2,653,736
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): $ 2,709,097
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 2,653,736
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 5,242,835
(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): $ 119,998
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: / 3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 36.36
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:
December 16, 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: /s/Colin Ferenbach
Colin Ferenbach
President
Date: December 23, 1996
December 24, 1996
The Haven Capital Management Trust
655 Third Avenue
New York, New York 10017
Dear Sirs:
We refer to the Rule 24f-2 Notice (the "Rule 24f-2 Notice"), dated today,
relating to the Registration Statement on Form N-1A covering shares of
beneficial interest, par value of $0.001 per share, of The Haven Capital
Management Trust, a Delaware business trust (the "Trust"). The Trust has
registered an indefinite number of shares of beneficial interest under
such Registration Statement 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 Trust (212,897) that were so
registered during the fiscal year ended October 31, 1996.
We 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.
We are of the following opinion:
The 212,897 shares of beneficial interest of the Trust, the registration of
which the Rule 24f-2 Notice makes definite in number, have been duly
authorized and, to the extent they remain outstanding, are 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 hereby 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,
/s/ Debevoise & Plimpton
Debevoise & Plimpton
