<PAGE> 1
Dated: February 27, 1997
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:
The Gateway Trust
400 TechneCenter Drive, Suite 220
Milford, Ohio 45150
2. Name of each series or class of funds for which this notice is filed:
The Gateway Index Plus Fund
The Gateway Small Cap Index Fund
The Gateway Mid Cap Index Fund
The Cincinnati Fund
3. Investment Company Act File Number: 811-02773
Securities Act File Number: 2-59895
4. Last day of the 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 purpose 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):
N/A
7. Number or 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:
8,017,357 SHARES
8. Number or amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
231,500 SHARES
9. Number and aggregate sale price of securities sold during the fiscal year:
4,716,703 SHARES
$80,603,293
<PAGE> 2
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
4,429,038 SHARES
$75,744,080
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):
N/A
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): $ 75,744,080
------------
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + ----
------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 75,744,080
------------
(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): 0
------------
(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)]: 0
------------
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:
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/ J. PATRICK ROGERS
------------------------------------
J. Patrick Rogers, President
------------------------------------
Date February 28, 1997
- ----------------------
<PAGE> 1
BROWN, CUMMINS & BROWN CO., L.P.A.
ATTORNEYS AND COUNSELORS AT LAW
3500 CAREW TOWER
J. W. BROWN (1911-1995) 441 VINE STREET
JAMES R. CUMMINS CINCINNATI, OHIO 45202
ROBERT S BROWN TELEPHONE (513) 381-2121 OF COUNSEL
DONALD S. MENDELSOHN TELECOPIER (513) 381-2125 GILBERT BETTMAN
LYNNE SKILKEN
AMY G. APPLEGATE
KATHRYN KNUE PRZYWARA
MELANIE S. CORWIN
JEFFREY R. TEETERS
JOANN M. STRASSER
February 20, 1997
The Gateway Trust
400 Techne Center Drive, Suite 220
Milford, Ohio 45150
Gentlemen:
This letter is in response to your request for our opinion in
connection with the Form 24F-2 for the Trust for the fiscal year ended December
31, 1996.
We have examined a copy of (a) the Trust's Agreement and Declaration
of Trust and amendments thereto, (b) the Trust's By-Laws and amendments
thereto, and (c) all such agreements, certificates of public officials,
certificates of officers and representatives of the Trust and others, and such
other documents, papers, statutes and authorities as we deem necessary to form
the basis of the opinion hereinafter expressed. We have assumed the genuineness
of the signatures on original documents submitted to us, the conformity to
executed documents of all unexecuted copies submitted to us and the conformity
to the original of all copies submitted to us as conformed or copied documents.
Based upon the foregoing, we are of the opinion that the shares of the
Trust, the registration of which the Form makes definite in number, if issued
in accordance with the Prospectus and Statement of Additional Information of
the Trust, were legally issued, fully paid and non-assessable.
We herewith give you our permission to file this opinion with the
Securities and Exchange Commission as an exhibit to the Form referred to above.
Very truly yours,
BROWN, CUMMINS & BROWN CO., L.P.A.
BCB:tms
