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DevCap Trust
6 St. James Avenue, 9th Floor
Boston, MA 02116
(617) 423-0800
VIA EDGAR
September 29, 1997
Division of Investment Management
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
Re: Rule 24f-2 Notice for DevCap Trust (the
"Registrant") (Registration Statement File No. 33-94668)
The purpose of this letter is to notify the Commission within 60 days of the end
of the Registrant's fiscal year 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. Name and address of Issuer: DevCap Trust
6 St. James Avenue, 9th Floor
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
DevCap Shared Return 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, 1997
5. Not applicable
6. Not applicable
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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Division of Investment Management
Securities and Exchange Commission
September 29, 1997
Page 2
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal
year:
277,132 $4,167,358
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
277,132 $4,167,358
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans:
74 $934
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): $ 4,167,358
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 934
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 113,074
(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)): 4,055,218
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation: x .00030303
(vii) Fee due (line (i) or line (v) multiplied by
line (vi)): $ 1,228.85
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Division of Investment Management
Securities and Exchange Commission
September 29, 1997
Page 3
13. Date of wire transfer of filing to the Commission's lockbox depository:
September 25. 1997
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
Very truly yours,
DEVCAP TRUST
/s/ John R. Elder
John R. Elder
Treasurer
DEV32.EDG
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Philip W. Coolidge, Esq.
6 St. James Avenue, 9th Floor
Boston, Massachusetts 02116
(617) 423-0800
September 29, 1997
DevCap Trust
6 St. James Avenue
Boston, Massachusetts 02116
RE: Rule 24f-2 Notice for DevCap Shared Return Fund (the "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 common stock (par value $0.01
per share) (the "Shares") of the Fund, a series of DevCap 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 notice (the
"Notice") with the Securities and Exchange Commission (the "Commission") with
respect to the Trust's fiscal year ended July 31, 1997, 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. 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 Fund may under
certain circumstances be held personally liable for its obligations.
Very truly yours,
/S/ PHILIP W. COOLIDGE
Philip W. Coolidge, Esq.
