February 8, 1996
Select Managed Fund, Inc.
20 Washington Avenue South
Minneapolis, Minnesota 55401
Gentlemen:
I have examined the documents related to the establishment of Select Managed
Fund, Inc., a Minnesota corporation, and have reviewed such matters of law as
deemed necessary for this opinion, and advise you that in my opinion:
1. Select Managed Fund, Inc. is a corporation duly organized and existing
under the laws of the State of Minnesota.
2. All necessary corporate action on the part of Select Managed Fund, Inc.
had been taken to authorize the issuance and sale of shares of common
stock sold by Select Managed Fund, Inc., which sales ceased as of April
28, 1995, and when issued and sold as contemplated in the Registration
Statement and prospectus, such shares were legally issued, fully paid
and nonassessable.
I consent to the filing of this opinion with the Securities and Exchange
Commission in connection with Select Managed Fund, Inc.'s filing a Final Rule
24f-2 Notice under the Investment Company Act of 1940.
Sincerely,
/s/ James E. Nelson
Counsel
