U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
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1. Name and address of issuer:
The EAI Select Managers Equity Fund 200 Connecticut Av Norwalk, CT
06854-1958
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2. Name of each series or class of funds for which this notice is filed:
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3. Investment Company Act File Number: 811-9112
Securities Act File Number: 33-98164
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4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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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 issuer's 24f-2
declaration
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
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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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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
10,334,637 shares $104,789,628
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
10,334,637 shares $104,789,628
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<PAGE>
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11. Number and aggregrate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
414,553 shares $4,485,469
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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): $ 104,789,628
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 4,485,469
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(iii) Aggregate price of shares redeemed
or repurchased during
the fiscal year (if applicable): - 27,607,060
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(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-
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(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): 81,668,037
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(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation
(see Instruction C.6): x 1/33 of 1%
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: 24,747.89
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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.
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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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 21, 1997
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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/ Peter P. Gwiazdowski
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Treasurer
-----------------------------------
Date
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*Please print the name and title of the signing officer below the signature.
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<PAGE>
February 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: EAI Select Managers Equity Fund
Ladies and Gentlemen:
We have acted as counsel to the EAI Select Managers Equity Fund, a
Massachusetts business trust ("the Fund"), and have been asked to render this
opinion to you in connection with the filing by the Fund of its annual Rule
24f-2 Notice under the Investment Company Act of 1940, as amended.
We have examined such documents and questions of law as we deemed necessary
to render this opinion, and we have examined originals or uncertified copies of
the following documents:
a. the Fund's Declaration of Trust dated September 27, 1995;
b. the First Amendment to the Fund's Declaration of Trust dated December
11, 1995;
c. the Fund's By-Laws dated September 28, 1995;
d. the minutes of the meetings of the Fund's Board of Trustees;
e. the Fund's registration statement on Form N-1A (as amended through the
second post-effective amendment to that registration statement); and
f. the Rule 24f-2 Notice with respect to the shares of the Fund sold by
the Fund during the fiscal year ended December 31, 1996 (the
"Shares").
<PAGE>
Securities and Exchange Commission
February 21, 1997
Page 2
We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all documents submitted to us as
copies. In addition, we have assumed without verification that all of the
shares have been issued, sold and paid for in accordance with the Fund's
Declaration of Trust and with the Fund's registration statement as in effect at
the time of sale.
The opinions set forth herein are based upon the laws of the Commonwealth
of Massachusetts and the Federal laws of the United States, and no opinion is
expressed as to the law of any other jurisdiction.
Based on and subject to the foregoing, we are of the opinion that the
Shares were legally issued by the Fund and are fully paid and nonassessable.
Very truly yours,
/s/
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DAY, BERRY & HOWARD
MLB:PNB
