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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.
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1. Name and address of issuer:
Stone Bridge Funds, Inc.
Two Portland Square
Portland, Maine 04101
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2. Name of each series or class of funds for which this notice is filed:
Austin Global Equity Fund
Oak Hall Equity Fund
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3. Investment Company Act File Number: 33(46268)
Securities Act File Number: 811(6585)
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4. Last day of fiscal year for which this notice is filed:
June 30, 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):
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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:
Zero (0) Shares
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8. Number and amount of securities registered during the fiscal year
other than pursuant to Rule 24f-2:
1,621,001 Shares
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9. Number and aggregate sale price of securities sold during fiscal
year:
Shares Dollars
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Austin Global Equity Fund 84,734 $1,041,292
Oak Hall Equity Fund 195,211 2,632,932
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TOTAL 279,945 $3,674,224
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
Shares Dollars
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Austin Global Equity Fund 84,734 $1,041,292
Oak Hall Equity Fund 195,211 2,632,932
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TOTAL 279,945 $3,674,224
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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
(see Instruction B.7):
Securities issued during the fiscal year in connection with dividend
reinvestment plans are included in the securities reported in Item 9.
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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): $ 3,674,224
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 0*
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 9,974,936
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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): (6,300,712)
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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 1/2900
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
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* SHARES ISSUED IN CONNECTION WITH DIVIDEND REINVESTMENT
PLANS ARE INCLUDED IN THE SECURITIES REPORTED IN ITEM 9.
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).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
N/A
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SIGNATURES
This report has been signed by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Max Berueffy, Vice President and Secretary
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Max Berueffy, Vice President and Secretary
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Date August 22, 1996
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Please print the name and title of the signing officer below the
signature.
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U.S. Securities and Exchange Commission
Washington, D.C. 20549
RULE 24f-2 NOTICE
STONE BRIDGE FUNDS, INC.
Two Portland Square
Portland, Maine 04101
File Nos. 33-46268; 811-6585
SIGNATURE
Pursuant to the requirements of Rule 24f-2 under the Investment Company Act
of 1940, Stone Bridge Funds, Inc. has duly caused this Rule 24f-2 Notice to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Portland, and State of Maine, on this 22 day of August, 1996.
Stone Bridge Funds, Inc.
By: /s/ John Y. Keffer
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John Y. Keffer
President
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KRAMER, LEVIN, NAFTALIS & FRANKEL
919 Third Avenue
New York, NY 10022-3852
(212) 715-9100
August 21, 1996
Stone Bridge Funds, Inc.
Two Portland Square
Portland, ME 04101
Re: Stone Bridge Funds, Inc.
Registration No. 33-46268; 811-6585
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Gentlemen:
We have acted as counsel to Stone Bridge Funds, Inc., a Maryland
corporation (the "Company"), in connection with the public offering of the
Company's shares of Common Stock, par value $.001, and on various other
securities and general corporate matters. We understand that, pursuant to Rule
24f-2 under the Investment Company Act of 1940, the Company has registered an
indefinite number of shares of Common Stock under the Securities Act of 1933.
We further understand that, pursuant to the provisions of Rule 24f-2, the
Company is filing with the Securities and Exchange Commission the Notice
attached hereto making definite the registration of shares of Common Stock, (the
"Shares") sold in reliance upon Rule 24f-2 during the fiscal year ended June 30,
1996.
We have reviewed, insofar as it relates or pertains to the Company, the
Company's Registration Statement on Form N-1A filed with the Securities and
Exchange Commission under the Securities Act of 1933 and the Investment Company
Act of 1940, as amended to the date hereof, pursuant to which Shares were sold
(the "Registration Statement"). We have also examined originals or copies of
such documents, corporate records and other instruments we have deemed necessary
or appropriate for the purpose of this opinion. For purposes of such
examination, we have assumed the genuineness of all signatures and original
documents and the conformity to the original documents of all copies submitted.
We are members only of the New York Bar and do not purport to be experts on
the laws of any other state. Our opinion herein as to Maryland law is based
upon a limited inquiry thereof which we have deemed appropriate under the
circumstances.
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Kramer, Levin, Naftalis & Frankel
Based upon the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and, assuming that the Shares have been issued and
sold in accordance with the Company's Articles of Incorporation and Registration
Statement, and that the consideration received therefor was not less than the
par value thereof, the Shares which the Rule 24f-2 Notice attached hereto makes
definite in number were legally issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice
attached hereto.
Very truly yours,
/s/ Kramer, Levin, Naftalis & Frankel
