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 Brinson Funds
209 South LaSalle Street
Chicago, IL 60604-1295
2. Name of each series or class of funds for which this notice is filed:
Series Classes of Shares
Global Fund Brinson & SwissKey
Global Equity Fund Brinson & SwissKey
Global Bond Fund Brinson & SwissKey
U.S. Balanced Fund Brinson & SwissKey
U.S. Equity Fund Brinson & SwissKey
U.S. Bond Fund Brinson & SwissKey
Non-U.S. Equity Fund Brinson & SwissKey
3. Investment Company Act File Number: 811-6637
Securities Act File Number: 33-47287
4. Last day of fiscal year for which this notice is filed:
June 30, 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
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:
48,715,305 shares of beneficial interest were registered for an
aggregate price of $ 580,000,000
9. Number and aggregate sale price of securities sold during the fiscal year:
41,944,933 shares of beneficial interest were sold for an aggregate
price of $ 481,793,135
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
17,348,804 shares of beneficial interest were sold for an aggregate
price of $195,561,823
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):
Not Applicable
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): $ 195,561,823
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from Item 11, if applicable): + 0
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 195,561,823
(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 1/2900
(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 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:
, 1996
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)* Debra L. Nichols
Assistant Secretary
Date August 28 , 1996
* Please print the name and title of the signing officer below the
signature.
Stradley Ronon Stevens & Young, LLP
Attorneys at Law
2600 One Commerce Square
Philadelphia, PA 19103-7098
(215) 564-8000
Fax: (215) 564-8047
Direct Dial: (215) 564-8115
August 27, 1996
The Brinson Funds
209 South LaSalle Street
Chicago, IL 60604-1295
Gentlemen:
You have informed us that, in accordance with Rule 24f-2 under
the Investment Company Act of 1940, as amended, (the "1940 Act"), The
Brinson Funds, 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 during the period beginning
July 1, 1995 and ending June 30, 1996, 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 17,348,804 shares 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 (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 proceedingsand 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 July 1, 1995 and ending June 30, 1996 in reliance upon
Rule 24f-2 were fully-paid, non-assessable and legally issued shares of
beneficial interest of the Trust.
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,
STRADLEY, RONON, STEVENS & YOUNG, LLP
BY: _______________________
Bruce G. Leto
BGL/jas
