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:
DEVCAP Shared Equity Fund
6 St. James Avenue, 9th Floor
Boston, MA 02111
2. Name of each series or class of funds for which this notice is filed:
DEVCAP Shared Equity Fund
3. Investment Company Act File Number: 811-9070
Securities Act File Number: 33-94668
4. Last day of fiscal year for which this notice is filed: July 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 the 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.6):
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 year: 0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
Series of Registrant Number Sale Price
DEVCAP Shared Equity Fund 60,188 $641,519
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Series of Registrant Number Sale Price
DEVCAP Shared Equity Fund 60,188 $641,519
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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):
Series of Registrant Number Sale Price
DEVCAP Shared Equity Fund 0 $0
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): $641,519
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): $0
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): $1,967
(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): $639,552
(vi) Divisor prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6): 3300
(vii) Fee due [line (i) or line (v) divided by line (vi)]: $194
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 Commissioner's
lockbox depository: October 10, 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 (Signature and Title) /s/ John R. Elder
Treasurer
Date October 10, 1996
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Philip W. Coolidge, Esq.
6 St. James Avenue, 9th Floor
Boston, Massachusetts 02116
(617) 423-0800
October 10, 1996
DEVCAP Shared Equity Fund
6 St. James Avenue, 9th Floor
Boston, Massachusetts 02116
RE: Rule 24f-2 Notice for DEVCAP Shared Equity Fund
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 $0.01 per share) (the "Shares") of the DEVCAP Shared Equity Fund, 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 notice
(the "Notice") with the Securities and Exchange Commission (the "Commission")
with respect to the Trust's fiscal year ended July 31, 1996, 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 applied by courts in such Commonwealth. 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 Coolidge
Philip W. Coolidge, Esq.
