U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
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1. Name and address of issuer:
Spectra Fund, 75 Maiden Lane, New York, NY 10038
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2. Name of each series or class of funds for which this notice is filed:
Spectra Fund
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3. Investment Company Act File Number: 811-1743
Securities Act File Number: 33-98102
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4. Last day of fiscal year for which this notice is filed:
October 31, 1996
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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
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
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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
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
740,865 shares $9,572,977
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
740,865 shares $9,572,977
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<PAGE>
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11. Number and aggregrate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
N/A
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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): $ 9,572,977
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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): 1,989,371
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(iv) Aggregate price of shares redeemed
or repurchased and previously applied
as a reduction to filing fees pursuant
to rule 24e-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): 7,583,606
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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 1/33 of 1%
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $2,298.06
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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.
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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: 12-20-96
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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/ Mary Marsden-Cochran
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Secretary
-----------------------------------
Date December 20, 1996
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*Please print the name and title of the signing officer below the signature.
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SULLIVAN & WORCESTER LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
Fax No. 617-338-2880
Boston
December 19, 1996
The Trustees of Spectra Fund
c/o Fred Alger Management, Inc.
75 Maiden Lane
New York, New York 10038
Re: Spectra Fund: Notice Pursuant to Rule 24f-2
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Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts
law in connection with the Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Notice"), for the fiscal year ended
October 31, 1996, being filed by Spectra Fund, a trust with transferable shares
(the "Trust"), established under Massachusetts law pursuant to a Decla ration of
Trust dated July 5, 1995 (the "Declaration").
We acted as counsel to the Trust in connection with the execution and
delivery of the Declaration, and for purposes of this opinion we have reviewed
the actions taken by the Trustees of the Trust to organize the Trust and to
authorize the issuance and sale of shares of beneficial interest, one mill
($.001) par value, of the several series authorized by the Declaration (the
"Shares"). In this connection, we have participated in the drafting of, and are
familiar with, the Declaration and the Bylaws of the Trust, the Notice, the
forms of the Prospectus and the Statement of Additional Information presently
included in the Trust's Registration Statement on Form N-1A, certificates of
public officials and of Trustees and officers of the Trust as to matters of
fact, and such other documents and instruments, certified or otherwise
identified to our satis faction, and such questions of law and fact, as we have
considered necessary or appropriate for purposes of the opinions expressed
herein. We have assumed the genuineness of the signatures on, and the
authenticity of, all documents furnished to us, and the conformity to the
originals of documents submitted to us as certified copies, which facts we have
not independently verified.
<PAGE>
The Trustees of Spectra Fund -2- December 19, 1996
Based upon and subject to the foregoing, we hereby advise you that, in
our opinion, under Massachusetts law:
1. The Trust is validly existing as a trust with transferable shares
of the type commonly called a Massachusetts business trust.
2. The Trust is authorized to issue an unlimited number of Shares;
the Shares issued by the Trust during the fiscal year ended
October 31, 1996 (the "Issued Shares") have been duly and validly
authorized by all requisite action of the Trustees of the Trust,
and no action of the shareholders of the Trust is required in
such connection.
3. The Issued Shares have been validly and legally issued, and all
of the Issued Shares which remain outstanding at the date hereof
are fully paid and nonassessable by the Trust.
With respect to the opinion stated in paragraph 3 above, we wish to
point out that the shareholders of a Massachusetts business trust may under some
circumstances be subject to assessment at the instance of creditors to pay the
obligations of such trust in the event that its assets are insufficient for the
purpose.
This letter expresses our opinions as to the provisions of the
Declaration and the laws of Massachusetts applying to business trusts generally,
but does not extend to the Massachusetts Securities Act, or to federal
securities or other laws.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission, together with the Notice. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/Sullivan & Worcester LLP
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SULLIVAN & WORCESTER LLP
