U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: THE KENWOOD FUNDS
10 S. LASALLE STREET SUITE 3610
CHICAGO, IL 60603
2. Name of each series or class of funds for which this notice
is filed:
THE KENWOOD GROWTH & INCOME FUND
3. Investment Company Act File Number: 811-7521
Securities Act File Number: 333-1171
4. Last day of fiscal year for which this notice is filed:
APRIL 30, 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 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):
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:
NUMBER: 113,258
AMOUNT: $1,225,883
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER: 113,258
AMOUNT: $1,225,883
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):
NUMBER: 556
AMOUNT: $5,927
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):
$1,225,883
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
+$ 5,927
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
-$3,774
(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):
$1,228,036
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$372
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
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:
June 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) * /s/ Barbara L. Bowles
Barbara L. Bowles
President
Date June 27, 1997
*Please print the name and title of the signing officer below
the signature.
June 27, 1997
The Kenwood Funds
c/o Michael Karbouski
10 S. LaSalle Street
Suite 3610
Chicago, IL 60603
Re:Investment Company Act Rule 24f-2 Notice for Fiscal Year
ended April 30, 1997
Dear Sir or Madam:
We have examined such documents and records as we deem
necessary to render this opinion, including your Articles of
Incorporation and Certificate of Good Standing of the State of
Delaware dated June 26, 1997.
From such examination, we are of the opinion that The Kenwood
Funds is:
1.Legally organized and existing under the laws of the State of
Delaware and was so organized and existing throughout the period
in which the sales occurred of the subject shares; and
2.Was authorized to issue the shares of its common stock sold
throughout the period covered by the Notice.
On the basis of our examination of all relevant documents, in
our opinion, the shares of your common stock sold in the
one-year period ended April 30, 1997 were part of your
authorized, but unissued, shares of common stock which, when
sold, were legally issued and, when issued and fully paid for in
accordance with the terms of their offering, constituted fully
paid and non-assessable shares of your outstanding common stock.
We hereby consent to the use of this opinion as an exhibit to
the above-referenced Notice.
Very truly yours,
D'ANCONA & PFLAUM
By:______________________________
Arthur Don, Partner
