APPENDIX I. U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
Eclipse Financial Asset Trust
Morris Corporate Center I, Bldg. A
300 Interpace Parkway
Parsippany, NJ 07054
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2. Name of each series or class of funds for which this notice is filed:
Eclipse Equity Fund
Eclipse Balanced Fund
Eclipse Ultra Short Term Income Fund
Eclipse Growth and Income Fund
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3. Investment Company Act File Number: 811-4847
Securities Act File Number: 33-8865
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4. Last day of fiscal year for which this notice is filed:
12/31/96
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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):
Not applicable
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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:
0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0
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9. Number and aggregate sale price of securities sold during the fiscal year:
5,011,034 shares
$70,984,442
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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:
5,011,034 shares
$70,984,442
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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):
Included in item 9
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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): $70,984,442
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 0
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -70,984,442
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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):
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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)]: $0
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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
Internal and Other Procedures (17 CFR 202.3a).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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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.
Eclipse Financial Asset Trust
By (Signature and Title)* /s/ Anthony W. Polis
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Anthony W. Polis, Treasurer
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Date February 14, 1997
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* Please print the name and title of the signing officer below the signature.
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DECHERT PRICE & RHOADS
30 Rockefeller Center
New York, New York 10112
Phone: (212) 698-3500
Fax: (212) 698-3599
February 24, 1997
Eclipse Financial Asset Trust
Morris Corporate Center I, Bldg. A
300 Interpace Parkway
Parsippany, NJ 07054
Dear Sirs:
As counsel for Eclipse Financial Asset Trust (the "Fund") during
the fiscal year ended December 31, 1996, we are familiar with the Fund's
registration under the Investment Company Act of 1940 and with the registration
statement relating to its Shares of Beneficial Interest (the "Shares") for the
Eclipse Equity Fund, the Eclipse Balanced Fund, the Eclipse Ultra Short Term
Income Fund and the Eclipse Growth and Income Fund the under the Securities
Act of 1933 (File No. 33-8865) (the "Registration Statement"). We have also
examined such other corporate records, agreements, documents and instruments
as we deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares sold at
the public offering price and delivered by the Fund against receipt of the net
asset value of the Shares in compliance with the terms of the Registration
Statement and the requirements of applicable law during the Fund's fiscal year
ended December 31, 1996, were, when sold, duly and validly authorized, legally
and validly issued, and fully paid and non-assessable.
We consent to the filing of this opinion in connection with the
Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940 for the
fiscal year ended December 31, 1996 to be filed on behalf of the Fund with the
Securities and Exchange Commission.
Very truly yours,
/s/ Dechert Price & Rhoads
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