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 THE FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer: 1838 Investment Advisors Funds
Five Radnor Corp. Center
100 Matsonford Road, Suite 320
Radnor, PA 19087
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2. Name of each series or class of 1838 International Equity Fund
funds for which this notice is 1838 Small Cap Equity Fund
filed:
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3. Investment Company Act File Number: 811-8902
Securities Act File Number: 33-87298
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4. Last day of fiscal year for which
this notice is filed: October 31, 1996
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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): N/A
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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 0 shares
other than pursuant to rule 24f-2: $0
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9. Number and aggregate sale price of
securities sold during the fiscal 3,250,175 shares
year: $32,845,119
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10. Number and aggregate sale price of
securities sold during the fiscal
year in reliance upon registration 3,250,175 shares
pursuant to rule 24f-2: $32,845,119
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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 7,882 shares
(see Instruction B.7): $78,427
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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): $32,845,119
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if
applicable): + 78,427
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(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year (if
applicable): - 4,973,300
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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): $27,950,246
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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
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $8,469.77
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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 Informal and Other [---]
Procedures (17 CFR 202.3a). [ X ]
[---]
Date of mailing or wire transfer
of filing fees to Commission's
lockbox depository: 12/16/96
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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.
By (Signature and Title)* /s/ Anna M. Bencrowsky
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Anna M. Bencrowsky, Secretary
Date: December 12, 1996
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* Please print the name and title of the signing officer below the
signature.
[Letterhead of Stradley, Ronon, Stevens & Young, LLP]
Direct Dial: (215) 564-8047
December 17, 1996
1838 Investment Advisors Funds
1838 International Equity Fund
1838 Small Cap Equity Fund
Five Radnor Corporate Center
Suite 320
100 Matsonford Road
Radnor, PA 19087
Re: 1838 INTERNATIONAL EQUITY FUND
AND 1838 SMALL CAP EQUITY FUND
Gentlemen:
We have examined the Agreement and Declaration of Trust of 1838
Investment Advisors Funds (the "Trust"), a Delaware business Trust, the by-
laws of the Trust, its form of certificate of beneficial interest, and the
various pertinent trust proceedings we deem material. We have also
examined the Notification of Registration and the Registration Statement
under the Securities Act of 1933 ("Securities Act") and the Investment
Company Act of 1940 ("Investment Company Act"), as well as other items we
deem material to this opinion.
You have now advised us that the Trust is about to file, pursuant
to the provisions of Rule 24f-2 under the Investment Company Act, a Notice
for the purpose of registering under the Securities Act the 3,250,175
shares of beneficial interest sold by 1838 International Equity Fund and
1838 Small Cap Equity Fund, each a series of the Trust, pursuant to Rule
24f-2 during its fiscal year ending October 31, 1996. You have informed us
that the shares were sold in accordance with the Trust's usual method of
distributing its shares whereby currently effective prospectuses are made
available for delivery to offerees and purchasers of shares in accordance
with Section 5(b) of the Securities Act.
Based upon the foregoing information and examination, it is our
opinion that the 3,250,175 shares of beneficial interest in the Trust, sold
in the fiscal year ending October 31, 1996, pursuant to Rule 24f-2, have
been legally issued and are fully-paid, non-assessable and legally
outstanding shares of beneficial interest of the Trust.
We hereby consent to the use of this opinion as an exhibit to the
Notice under Rule 24f-2 of the Trust, covering the registration of the said
shares under the Securities Act and the applications and registration
statements, and amendments thereto, filed in accordance with the securities
laws of the several states in which shares of the Trust are offered, and we
further consent to reference in the Prospectus of the Trust to the fact
that this opinion concerning the legality of the issue has been rendered by
us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG
By: /s/ Joseph V. Del Raso
Joseph V. Del Raso
JDR/go
