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:
Farrell Alpha Strategies
780 Third Avenue 38th Floor
New York, New York 10017
2. Name of each series or class of funds for which this notice is filed:
The Japan Alpha Fund - Class A
The Japan Alpha Fund - Class D
3. Investment Company Act File Number: 811-9048
Securities Act File Number: 33-92540
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
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 issuers'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
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:
505,274 shares were sold for an aggregate price of $ 4,605,960
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
505,274 shares were sold for an aggregate price of $ 4,605,960
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):
297 shares were sold for an aggregate price of $ 2,313
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).....................$ 4,605,960
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable).................+ 2,313
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable)...............................- 4,608,273
(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
(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)............... - 0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6).......x 1/3300
(vii) Fee due
[line (i) or line (v) multiplied by line (vi)]: $ 0
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.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commision's Rules of
Informal 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:
May 27, 1997
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)
Takeaki Nagashima, Treasurer
Date: May 27, 1997
* Please print the name and title of the signing
officer below the signature.
BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP
120 West Forty-Fifth Street
New York, New York, 10036
Telephone (212) 944-1515
Facsimile (212) 840-2427
May 23, 1997
Farrell Alpha Strategies
c/o Farrell-Wako Global
Investment
780 Third Avenue
New York, N.Y. 10017
Gentlemen:
You have informed us that, in accordance with Rule
24f-2 under the Investment Company Act of 1940, as amended,
(the "1940 Act"), Farrell Alpha Strategies, a Delaware business
trust (the "Trust"), intends to file a Rule 24f-2 Notice with
the U.S. Securities and Exchange Commission (the "SEC"),
setting forth, among other things, that for the fiscal year
ending March 31, 1997, the Trust's
most recently ended fiscal year, the Trust, having elected to
register an indefinite number of shares of beneficial interest,
sold a total of 505,571 shares, all of which were sold in
reliance upon Rule 24f-2.
The purpose of filing the Trust's Rule 24f-2 Notice
is to make definite the number of shares of beneficial interest
registered under the Securities Act of 1933, as amended (the "1933 Act"),
for such period. You have also informed us that all such
shares were issued and sold in accordance with the provisions
relating thereto in the registration statement filed by the
Trust under the 1933 Act and the 1940 Act.
We have acted as legal counsel to the Trust during
the period of time referred to above and, as such, have
reviewed the Agreement and Declaration of Trust of the Trust,
its Bylaws, the registration statements that have been filed
with the SEC under the 1940 and 1933 Acts, and such minutes of
the Trust's proceedings and other documents as we deem material
to our opinion. Based on the foregoing, we are of the opinion
that the shares described in the first paragraph of this letter
as having been sold during the period beginning April 1, 1996
and ending March 31, 1997 were fully-paid, non-assessable and
legally issued shares of beneficial interest of the Trust.
May 23, 1997
Page 2
We hereby consent to the filing of this opinion
with the SEC as an exhibit or accompaniment to the
aforementioned Rule 24f-2 Notice, as an exhibit to the Trust's
amendment to its registration statement under the 1933 Act, and
to any reference to us in the prospectuses of each Series of
the Trust as legal counsel who have passed upon the legality of
the offering of such shares of beneficial interest. We also
consent to the filing of this opinion with the securities
regulatory agencies of any states or other jurisdictions in
which the shares of beneficial interest of the Trust are
offered for sale.
Very truly yours,
/s/ Brown Raysman Millstein Felder & Steiner LLP
