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:
Lehman Brothers Institutional Funds Group Trust
One Exchange Place, 4th Floor
Boston, Massachusetts 02109
2. Name of each series or class of funds for which this notice is filed:
Prime Money Market Fund
Prime Value Money Market Fund
Government Obligations Money Market Fund
Cash Management Fund
Treasury Instruments Money Market Fund II
100 % Treasury Instruments Money Market Fund
Municipal Money Market Fund
Tax-Free Money Market Fund
Short Duration U.S. Government Fund
Floating Rate U.S. Government Fund
3. Investment Company Act File Number:
811-7364
Securities Act File Number:
33-55034
4. Last day of fiscal year for which this notice is filed:
January 31, 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 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:
None
8. Number and amount of securities registered during the fiscal year other
than
pursuant to rule 24f-2:
4,033,312,876 shares*
$4,033,312,876
* Of these shares, 3,498,952,797 shares are being used to reduce the
registration fee pursuant to this Rule 24f-2 Notice, leaving 534,360,079
shares unsold.
9. Number and aggregate sale price of securities sold during the fiscal year:
159,891,181,655 shares
$159,891,611,251
10. Number and aggregate sale price of securities sold during the fiscal
year in
reliance upon registration pursuant to rule 24f-2:
156,392,228,858 shares
$156,392,658,454
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):
All shares issued in connection with dividend reinvestment plans were
included in the securities reported in item 9.
- ------------------------------------------------------------------------------
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): $156,392,658,454
(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) - $156,392,658,454
(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 1
(see Instruction C.6): x 2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $
0
Instructions: Issuer 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:
Not applicable
- ------------------------------------------------------------------------------
- ---
SIGNATURE
This report has been signed below by the following person on behalf of the
issuer
and in the capacity and on the date indicated.
By (Signature and Title)**
/s/ Kirby Richards
Kirby Richards
Assistant Treasurer
Date: March 27, 1996
**Please print the name and title of the signing officer below the signature
March 27, 1996
Lehman Brothers Institutional Funds Group Trust
One Exchange Place
Boston, Massachusetts 02109
RE: Rule 24f-2 Notice
Ladies and 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, 1996,
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 the following shares of each
portfolio series of the Trust (collectively, the "Shares") sold in reliance
upon the Rule during the fiscal year ended January 31, 1996.
Portfolio
Shares
Prime Money Market Fund
101,053,300,862
Prime Value Money Market Fund
48,293,931,358
Government Obligations Money Market Fund
1,135,393,365
Cash Management Fund
390,297,793
Treasury Instruments Money Market Fund II
5,259,750,375
100 % Treasury Instruments Money Market Fund
120,931,008
Municipal Money Market Fund
2,868,781,903
Tax-Free Money Market Fund
768,747,144
Short Duration U.S. Government Fund
47,847
Floating Rate U.S. Government Fund
0
Lehman Brothers Institutional Funds Group Trust
March 27, 1996
Page Two
The undersigned is Counsel of First Data Investor Services Group, 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, the 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
On the basis of the foregoing, and assuming all of the Shares were sold in
accordance with the terms of the Trust's Prospectuses 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 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 ag
liability is limited to circumstances in which the Trust itself would be
unable to meet its obligations.
Very truly yours,
/s/ Elizabeth A. Russell
Elizabeth A. Russell
Counsel
