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.
1. Name and address of issuer: The Explorer Institutional Trust
One Parkview Plaza
Oakbrook Terrace, IL 60181
2. Name of each series or class of funds for which this notice is filed:
Explorer Institutional Limited Duration Fund
Explorer Institutional Active Core Fund
3. Investment Company Act File Number: 811-8808
Securities Act File Number: 33-84942
4. Last day of 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 purposes 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):
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
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the fiscal year:
1,728,008 $17,171,633
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
1,728,008 $17,171,633
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):
45,484 $455,180
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12. Calculation of registration fee:
<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 (from Item 10): $ 17,171,633
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(ii) Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if
applicable): + 455,180
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): - 2,382,850
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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): 15,243,963
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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): / 3300
--------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 4,619.38
==============
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). [ x ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: 2/28/97
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/ Nicholas Dalmaso
Nicholas Dalmaso
Assistant Secretary
Date: February 28, 1997
*Please print the name and title of the signing officer below the signature.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
(ILLINOIS)
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606-1285
--
(312) 407-0700
February 27, 1997
The Explorer Institutional Trust
One Parkview Plaza
Oakbrook Terrace, IL 60181
Re: Filing of Form 24f-2
Ladies and Gentlemen:
We have acted as special counsel to The Explorer
Institutional Trust (the "Trust"), a voluntary association with
transferable shares organized and existing under and by virtue
of the laws of The Commonwealth of Massachusetts (a "Massachusetts
Business Trust"), in connection with the filing of its Form 24f-2
(the "Form 24f-2") with the Securities and Exchange Commission (the
"Commission"). The Form 24f-2 makes definite registration of
1,728,008 common shares of beneficial interest, without par value
per share (the "Shares"), for the Trust's fiscal year ended December
31, 1996.
In connection with this opinion, we have examined
the originals or copies, certified or otherwise identified
to our satisfaction, of the following documents:
(i) the Agreement and Declaration of Trust of
the Trust, dated September 30, 1994 (the "Declaration of Trust");
(ii) the Designation of Sub-Trust of The Explorer
Institutional Enhanced Benchmark Fund, dated September 30, 1994;
(iii) the Designation of Sub-Trust of The Explorer
Institutional Enhanced Limited Duration Fund, dated September 30, 1994;
(iv) the By-laws of the Trust, dated September
30, 1994;
(v) each Post-Effective Amendment under the
Securities Act and the Investment Company Act of 1940, as amended, to
the Registration Statement of the Trust on Form N-1A, Commission File
Nos. 33-84942 and 811-8808, filed with the Commission after December
31, 1995 and prior to the date hereof and the exhibits contained therein;
(vi) copies of certain resolutions adopted by
the Board of Trustees of the Trust relating to the authorization, issuance
and sale of the Shares and furnished to us by the Trust; and
(vii) such other agreements, documents,
certificates and other records as we have deemed necessary
or appropriate as a basis for the opinions set forth herein.
In such examination we have assumed the legal
capacity of natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of
all documents submitted to us as copies and the authenticity
of the originals of such latter documents. As to any facts
material to this opinion which were not independently
established by us, we have relied on statements or
representations of officers of the Trust or others.
Pursuant to certain decisions of the Supreme Judicial
Court of Massachusetts, shareholders of a Massachusetts Business Trust
may, under certain circumstances, be held personally liable as
partners for the obligations of the trust. Even if the Trust were held
to be a partnership, however, the possibility of the holders of Shares
incurring personal liability for financial losses of the Trust
appears remote because (i) Section 5.1 of the Agreement and
Declaration of Trust contains an express disclaimer of liability for
holders of shares for the obligations of the Trust and Section 5.5
requires that notice of such disclaimer be included in every written
obligation, contract, undertaking, instrument, certificate, Share or
other security of the Trust entered into or executed by the Trust and
(ii) Section 5.1 provides that the Trust shall indemnify and hold each
holder of Shares harmless from and against all claims and liabilities
to which such holder may become subject by reasons of being or having
been a holder of Shares.
Members of this Firm are admitted to the practice
of law in the State of Illinois and we express no opinion as to the
laws of any other jurisdiction other than matters relating the laws
of The Commonwealth of Massachusetts to the extent specifically set
forth herein. As to the opinions set forth herein, we have relied
with your consent as to matters of Massachusetts law on the opinion
of Skadden, Arps, Slate, Meagher & Flom LLP.
Based upon and subject to the foregoing, we are
of the opinion that the issuance and sale of Shares by the
Trust have been validly authorized and, assuming certificates
therefor have been duly executed and delivered or the shareholders'
accounts have been duly credited and the Shares represented thereby
have been fully paid for, such Shares were validly issued, fully paid
and, subject to the statements set forth above regarding the liability
of a shareholder of a Massachusetts Business Trust and except as
provided in the last sentence of Section 3.8 of the Agreement and
Declaration of Trust, nonassessable.
We hereby consent to the filing of this opinion
with the Form 24f-2.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)
Skadden, Arps, Slate, Meagher & Flom (Illinois)
