SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
The Advisors Fund L.P.
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of Principal Executive Offices)
Partnership Interest - No Par Value
(Title of Securities with respect to which Notice is filed)
File No. 33-18584
The following information is required pursuant to Rule 24f-2(b) (1):
(i). Period for which Notice is filed:
January 1, 1994 through December 16, 1994*
(ii). 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 but which remained unsold at the beginning of
such fiscal period:
1,442,079.32
(iii). Number or amount of securities, if any, registered
during such fiscal period other than pursuant to Rule 24f-2:
887,937
(iv). Number and amount of securities sold during such fiscal
period**:
Class A Class B
13,805 shares 76 shares
$419,103 (1) $2,303 (2)
*The Registrant underwent a reorganization on December 16, 1994, pursuant
to which it transferred substantially all of its assets and liabilities to
Smith Barney Fundamental Value Fund Inc. in exchange for shares of that
Fund, which were then distributed to the Registrant's shareholders.
** Excludes shares issued upon reinvestment of dividends
(v). Number and amount of securities sold during such fiscal
period in reliance upon registration pursuant to Rule 24f-2**:
Class A Class B
13,805 shares 76 shares
$419,103 (1) $2,303 (2)
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice.
DATED: February 15, 1995
THE ADVISORS FUND L.P.
By: /s/ Ellen E. Crane
Designated Agent -
Assistant
Treasurer
**Excludes shares issued upon reinvestment of dividends.
(1) The actual aggregate sale price for which such securities were
sold was $419,103. During the fiscal period ended December 16, 1994, the
actual aggregate redemption price of securities of the same class redeemed
by the Registrant was $65,013,794. No portion of such aggregate redemption
price has been applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment Company Act of
1940, as amended. Pursuant to Rule 24f-2(c), the registration fee with
respect to the securities sold is calculated as follows: $419,103 -
$65,013,794 = (64,594,691) x $.00034483 = 0. Therefore, no fee is
required.
(2) The actual aggregate sale price for which such securities were
sold was $2,303. During the fiscal period ended December 16, 1994, the
actual aggregate redemption price of securities of the same class redeemed
by the Registrant was $1,542,456. No portion of such aggregate redemption
price has been applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Section 24(e) (1) of the Investment Company Act of
1940, as amended. Pursuant to Rule 24f-2(c), the registration fee with
respect to the securities sold is calculated as follows: $2,303 -
$1,542,456 = (1,540,153) x $.00034483 = 0. Therefore, no fee is required.
advisors/filings/sec/fin24f2.doc
February 14, 1995
The Advisors Fund L.P.
388 Greenwich Street
New York, New York 10013
Dear Sir or Madam:
As counsel for The Advisors Fund L.P. (the "Fund"), we are familiar with
the registration of the Fund under the Investment Company Act of 1940 (File
No. 811-5391) and the Registration Statement relating to its shares
representing limited partnership interests (the "Shares") under the
Securities Act of 1933 ( File No. 33-18584). 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 period from
January 1, 1994 through December 16, 1994 (the date on which the Fund
transferred all or substantially all of its assets to another registered
investment company), were, when sold, legally issued, 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 to be filed
on behalf of the Fund with the Securities and Exchange Commission.
Very truly yours,
/s/ Dechert Price & Rhoads
advisors/filings/sec/fin24fop.doc
