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:
Focus Trust, Inc.
Two Penn Center Plaza, Suite 1810
Phialadelphia, Pennsylvania 19102
2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH THIS NOTICE IS FILED:
Focus Trust
3.INVESTMENT COMPANY ACT FILE NUMBER: SECURITIES ACT FILE NUMBER:
No. 811-8966 No. 33-89090
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:
December 31, 1995
5. CHECK THIS BOX IF 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:
N/A
8. NUMBER AND AGGREGATE SALE PRICE 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 of Shares... 454,998 Aggregate Sale Price...$4,696,237
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR
IN RELIANCE UPON REGISTRATION PURSUANT TO RULE 24f-2:
Number of Shares... 454,998 Aggregate Sale Price...$4,696,237
11. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES ISSUED DURING THE FISCAL
YEAR IN CONNECTION WITH DIVIDEND REINVESTMENT PLANS, IF APPLICABLE
(SEE INSTRUCTION B.5):
Number of Shares... 2,249 Aggregate Sale Price...$25,148
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).......................$4,696,237
(ii) Aggregate Price of Shares Issued
in connection with Dividend Reinvestment Plans
(from Item 11, if applicable).................+ 25,148
(iii) Aggregate Price of Shares Redeemed
or Repurchased during the Fiscal Year
(if applicable)...............................- 149,073
(iv) Aggregate Price of Shares Redeemed
or Repurchased and applied as a reduction
to Filing Fees Pursuant to Rule 24e-2
(if applicable)...............................+ 0
(v) Net Aggregate Sale Price of Securities Sold
during the Fiscal Year in reliance on Rule 24f-2
[line(i), plus line (ii), less line (iii),
plus line (iv)] (if applicable)............... 4,572,312
(vi) As prescribed by Section 6(b) under the
Securities Act of 1933 or other Applicable
Law or Regulation (see Instruction C.5)....... 2900
(vii) FEE DUE
[line (v) divided or multiplied by line(vi)]= $ 1,576.66
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 203.3a):
[X]
DATE OF MAILING OR WIRE TRANSFER OF FILING FEES TO THE
COMMISSION'S LOCKBOX DEPOSITORY:
February 26, 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: Robert G. Hagstrom By: Virginia Bullitt Leith
Title: President Title: Vice President and Treasurer
Date: February 15, 1996 Date: February 15, 1996
* Please print the name and Title of the signing officer below the
signature.
J:\WDATA\ADMIN\FOCUS\SEC\24F-2\24F2-95.DOS
February 27, 1996
DECHERT PRICE & RHOADS
1500 K Street N.W.
Washington, D.C. 20005
February 23, 1996
Focus Trust, Inc.
Two Penn Center Plaza
Suite 1810
Philadelphia, Pennsylvania 19102
Re: Rule 24f-2 Notice
Gentlemen:
As counsel for Focus Trust, Inc. (the "Company"), a
Maryland corporation consisting of a single series of shares,
Focus Trust (the "Fund"), during the fiscal year ended December
31, 1995, we are familiar with the Company's registration under
the Investment Company Act of 1940 and with the registration
statement relating to its shares of common stock (the "Shares")
under the Securities Act of 1933 (the "Registration Statement").
We have also examined such other records, agreements, documents
and instruments as we have deemed appropriate.
Based upon the foregoing, it is our opinion with
respect to the Shares the registration of which is being made
definite by the Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940 ("Notice") being filed by the
Company for its fiscal year ended December 31, 1995, assuming
such Shares were sold at the public offering price and delivered
by the Company on behalf of the Fund against receipt of the net
asset value of the Shares in compliance with the terms of the
Registration Statement and the requirements of applicable law,
that such Shares were, when sold, duly and validly authorized,
legally and validly issued, and fully paid and non-assessable.
We consent to the filing of this opinion in connection
with the Notice on Form 24F-2 to be filed by the Company with the
Securities and Exchange Commission for the fiscal year ended
December 31, 1995.
Very truly yours,
Dechert Price & Rhoads
