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.
230 Sugartown Road, Suite 150
Wayne, PA 19087-3029
2. Name of each series or class of funds for which this notice is filed:
Focus Trust
3. Investment Company Act File Number: 811-8966
Securities Act File Number: 33-89090
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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
issuers's 24f-2 declaration:
[ ]
<PAGE>
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1),
if applicable (see instruction A.6):
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:
181,792 shares were sold for an aggregate price of $ 2,164,827
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
181,792 shares were sold for an aggregate price of $ 2,164,827
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):
3,120 shares were sold for an aggregate price of $ 39,553
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).....................$ 2,164,827
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable).................+ 39,553
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable)...............................- 869,986
(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)............... 1,334,394
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6).......x 1/3300
(vii) Fee due
[line (i) or line (v) multiplied by line (vi)]: $ 404.36
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 Commision'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:
February 26 , 1997
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/ Robert G. Hagstrom, Jr.
Chairman and President
Date: February 26, 1997
* Please print the name and title of the signing officer below the
signature.
DECHERT PRICE & RHOADS
1500 K Street N.W.
Washington, D.C. 20005
February 25, 1997
Focus Trust, Inc.
230 Sugartown Road
Suite 150
Wayne, Pennsylvania 19087-3029
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, 1996, 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, 1996, 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,
1996.
Very truly yours,
Dechert Price & Rhoads
