SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
(Name of Registrant)
One Exchange Place
4th Floor
Boston, Massachusetts 02109
(Address of principal executive offices)
Prime Money Market Fund
Prime Value Money Market Fund
Government Obligations Money Market Fund
100% Government Obligations Money Market Fund
Treasury Instruments Money Market Fund
Treasury Instruments Money Market Fund II
100% Treasury Instruments Money Market Fund
Municipal Money Market Fund
Tax-Free Money Market Fund
California Municipal Money Market Fund
All Shares of Beneficial Interest, Par Value $.001 per share
(Title of securities with respect to which Notice is filed)
File No. 33-55034
811-7364
____________________
The following information is required pursuant to Rule 24f-2 (b) (1):
(i). Fiscal year for which Notice is filed:
February 5, 1993 through January 31, 1994.
(ii). Number 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 but which remained unsold at the beginning of such fiscal year:
None
(iii). Amount of securities, if any, registered during such fiscal year
other than pursuant to Rule 24f-2:
None
(iv). Amount of securities sold during such fiscal year*:
42,665,670,340 shares
$42,665,670,340
(v). Number and amount of securities sold during such fiscal year in reliance
upon registration pursuant to Rule 24f-2*:
42,665,670,340 shares
$42,665,670,340
An opinion of counsel with respect to the legality of the Lehman Brothers
Institutional Funds Group Trust shares accompanies this Notice.
Dated: March 28, 1994.
LEHMAN BROTHERS INSTITUTIONAL
FUNDS GROUP TRUST
By: /s/ Patricia L. Bickimer
Patricia L. Bickimer
Assistant Secretary
_________________________________________________________________________
*Excludes shares issued upon reinvestment of dividends
The actual aggregate sales price for which Shares of separate series were sold
was $42,665,670,340. During the fiscal year ended January 31, 1994, the
actual aggregate redemption price of the Shares of separate series redeemed by
the Registrant was $34,562,156,907. No portion of such aggregate redemption
price has been applied by the Registrant pursuant to Rule 24e-2(a) in a
filing made pursuant to Rule 24(e)(1) of the Investment Company Act of 1940,
as amended. Pursuant to Rule 24f-2(c) of 1940, the registration fee with
respect to the securities sold is calculated as follows: $42,665,670,340 -
$34,562,156,907 = $8,103,513,433 x .00034483 = $2,794,334.49.
March 28, 1994
Lehman Brothers Institutional Funds Group Trust
One Exchange Place
Boston, Massachusetts 02109
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Lehman Brothers Institutional Funds
Group Trust (the "Trust"), a Massachusetts business trust, of a Notice (the
"Notice") pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "1940 Act"), for the Trust's fiscal year ended January 31, 1994,
you have requested that the undersigned provide the legal opinion required by
that Rule.
In accordance with Rule 24f-2, the Trust has registered an indefinite
number of shares of beneficial interest, $.001 par value, per share, under the
Securities Act of 1933, as amended, (the "1933 Act"). The purpose of the
Notice is to make definite the registration of 42,665,670,340 shares of the
Trust (the "Shares") sold in reliance upon the Rule during the fiscal year
ended January 31, 1994.
The undersigned is Vice President and Associate General Counsel of The
Boston Company Advisors, Inc., Administrator to the Trust, and in such
capacity, from time to time and for certain purposes, acts as counsel to the
Trust. I have examined copies of the Declaration of Trust, as amended, By-
Laws, votes adopted by its Board of Trustees, and such other records and
documents as I have deemed necessary for purposes of this opinion.
Furthermore, I have examined a Certificate of the Treasurer of the Trust to
the effect that the Trust received the cash consideration for each of the
Shares in accordance with the aforementioned charter documents and votes.
On the basis of the foregoing, and assuming all of the Shares were sold
in accordance with the terms of the Trust's Prospectus in effect at the time
of sale, I am of the opinion that the Shares have been duly authorized and
validly issued and are fully paid and non-assessable. This opinion is for the
limited purposes expressed above and should not be deemed to be an expression
of opinion as to compliance with the 1933 Act, the 1940 Act or applicable
State "blue sky" laws in connection with the sales of the Shares.
Lehman Brothers Institutional Funds Group Trust
March 28, 1994
Page Two
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Declaration of Trust provides that if a shareholder of
the Trust is charged or held personally liable solely by reason of being or
having been a shareholder, the shareholder shall be entitled out of the assets
of said Trust to be held harmless from and indemnified against all loss and
expense arising from such liability. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its
obligations.
Very truly yours,
Patricia L. Bickimer
Vice President and
Associate General Counsel
