FUNDMANAGER TRUST
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 725-2152
November 29, 1995
Division of Investment Management
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: RULE 24F-2 NOTICE FOR FUNDMANAGER TRUST
(REGISTRATION STATEMENT FILE NO. 33-89754)
Ladies and Gentlemen:
The purpose of this letter is to notify the Commission within two
months of the Registrant's fiscal year end of the number of Registrant's shares
sold during the last fiscal year which are to be registered pursuant to Rule
24f-2 and to pay the appropriate registration fee.
The information required by the above-referenced rule is as follows:
1. This "Rule 24f-2 Notice" is being filed for the fiscal year ended
September 30, 1995 (the "Fiscal Year").
2. Number of shares of the capital stock of the Registrant were registered
during the Fiscal Year, other than pursuant to Rule 24f-2.
3. 5,546,038 shares of the capital stock of the Registrant were sold
during the Fiscal Year.
4. All 5,546,038 shares of the capital stock of the Registrant were sold
during the Fiscal Year in reliance upon the Declaration of the
Registrant of an indefinite amount of securities under Rule 24f-2
("24f-2 Declaration").
5. Attached to this Rule 24f-2 Notice, and made part hereof, is an opinion
of counsel indicating that the securities, the registration of which
the Notice makes definite in number, were legally issued, fully paid,
and non-assessable.
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Division of Investment Management
Securities and Exchange Commission
November 29, 1995
Page 2
6. In accordance with subsection (c) of Rule 24f-2, the actual aggregate sales
price used to calculate the required filing fee is $0. The fee computation is
based upon the actual aggregate sale price for which such securities were sold
during the Period, reduced by the difference between:
(1) The actual aggregate redemption price of the shares redeemed by the
Registrant during the Period, and
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Registrant pursuant to 24e-2(a) in the
filings made pursuant to Section 24(e)(1) of the Investment Company
Act of 1940.
Aggregate Sale Price for Shares Sold During Period
in Reliance Upon the 24f-2 Declaration
Aggressive Growth Fund $ 9,328,987
Growth Fund 6,008,823
Growth & Income Fund 5,564,507
Bond Fund 40,505,765
Managed Total Return Fund 1,660,545
-------------
$63,068,627
Reduced by the difference Between
(1) Aggregate Redemption Price of
Shares Redeemed During the Period
Aggressive Growth Fund $ 21,383,861
Growth Fund 20,280,254
Growth & Income Fund 31,789,889
Bond Fund 47,169,417
Managed Total Return Fund 6,392,506
---------------
$127,015,927
and,
(2) Aggregate Redemption Price of Redeemed
Shares Previously Applied by Registrant Pursuant
to 24e-2(a) Filings Made Pursuant to Section
24(e)(1) of Investment Company Act of 1940. $ -0-
Equals ($ 63,947,300)
Division of Investment Management
Securities and Exchange Commission
November 29, 1995
Page 3
7. We have enclosed an opinion of counsel but have not wired any fees, since our
calculations show that the Trust had net redemptions for the fiscal year ended
September 30, 1995.
Very truly yours,
FUNDMANAGER TRUST
By: /s/JAMES S. LELKO, JR.
James S. Lelko, Jr.
Assistant Treasurer
<PAGE>
6 ST. JAMES AVENUE
NINTH FLOOR
BOSTON, MASSACHUSETTS 02116
(617) 423-0800
November 29, 1995
FundManager Trust
One Beacon Street
Boston, Massachusetts 02108
Ladies and Gentlemen:
RE: RULE 24F-2 NOTICE FOR FUNDMANAGER TRUST FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1995.
This opinion is being furnished in connection with the registration,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended (the
"1940 Act"), of an indefinite number of Shares of Beneficial Interest (par value
$0.001 per share) (the "Shares") of FundManager Trust, a Massachusetts business
trust (the "Trust"), under the Securities Act of 1933, as amended (the "1933
Act"). I understand that the Trust proposes to file a final notice (the
"Notice") with the Securities and Exchange Commission (the "Commission") with
respect to the Trust for the fiscal year ended September 30,1995, pursuant to
such Rule 24f-2 under the 1940 Act. This opinion is being furnished with a view
to your filing it with the Commission in conjunction with the filing of the
Notice.
This opinion is limited solely to the laws of the Commonwealth of
Massachusetts as applied by courts in such Commonwealth. This opinion is limited
solely to the Shares of the Trust as of the fiscal year ended September 30, 1995
as reflected in the Notice. I understand that the foregoing limitation is
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is
my opinion that the Shares covered by the Notice were legally issued and (to the
extent still outstanding) are fully paid and non-assessable, except that, as set
forth in the Trust's registration statement as currently in effect filed with
the Commission pursuant to the 1933 Act, shareholders of the Trust may under
certain circumstances be held personally liable for its obligations.
Very truly yours,
/s/PHILIP W. COOLIDGE
Philip W. Coolidge
