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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
1. Name and address of issuer: The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, CA 91706
2. Name of each series or class of funds for which this notice is
filed:
Griffin Money Market Fund, Griffin Tax-Free Money Market Fund,
Griffin Short-Term Bond Fund - Class A, Griffin Short-Term Bond
Fund - Class B, Griffin U.S. Government Income Fund - Class A,
Griffin U.S. Government Income Fund - Class B, Griffin Bond Fund
- Class A, Griffin Bond Fund - Class B, Griffin Municipal Bond
Fund - Class A, Griffin Municipal Bond Fund - Class B, Griffin
California Tax-Free Fund - Class A, Griffin California Tax-Free
Fund - Class B, Griffin Growth & Income Fund - Class A, Griffin
Growth & Income Fund - Class B, Griffin Growth Fund - Class A
and Griffin Growth Fund - Class B.
3. Investment Company Act File Number: 811-7948
Securities Act File Number: 33-67148
4. Last day of fiscal year for which this notice is filed: 9/30/96
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 24f-2(a)(1), if
applicable: n/a
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: 47,520,569 shares equaling
$86,999,982.
9. Number and aggregate sale price of securities sold during the
fiscal year: 267,699,429 shares equaling $420,802,557.
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
220,178,860 shares equaling $333,802,575.
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see B.7): 8,025,130 shares equaling
$13,688,739.
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): $333,802,575
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if appl.) + 13,688,739
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year: -187,400,631
(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 (vi)]
if appl.: 160,090,683
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation: x 1/3300
(vii) Fee due [line (I) or line (v) x line (vi)]: $ 48,513
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
[x]
Date of mail or wire transfer of filing fees to the Commission's
lockbox depository:
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 [s] Steven P. Muson
Steven P. Muson, Assistant Treasurer
Date November 14, 1996
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[ MORRISON & FOERSTER LLP LETTERHEAD]
November 18, 1996
The Griffin Funds, Inc.
5000 Rivergrade Road
Irwindale, CA 91706
Re: Issuance of 267,699,429 Shares of The Griffin Funds, Inc.
Ladies and Gentlemen:
The Griffin Funds, Inc. (the "Company") has requested our opinion in
connection with the issuance by the Company of 267,699,429 capital shares of the
Company, aggregating the issuance of nine separate series (the "Stock") during
the period October 1, 1995 through September 30, 1996, inclusive ("Fiscal
1996"). We understand that a copy of this opinion will be provided to the
Securities and Exchange Commission pursuant to Rule 24f-2(b)(1) under the
Investment Company Act of 1940, as amended.
We have examined documents relating to the organization of the Company and
the authorization and issuance of shares of the Company. We also have examined a
certificate of the Assistant Treasurer of the Company, dated November 14, 1996,
relating to the number of shares of the Company issued by the Company during
Fiscal 1996.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance of the Stock by the Company has been duly and validly
authorized by all appropriate corporate action and, assuming delivery by sale or
in accord with the Company's dividend reinvestment plan was in accordance with
the description set forth in the Company's current prospectuses under the
Securities Act of 1933, the Stock has been duly authorized and is validly
issued, fully paid and nonassessable.
We consent to the submission of a copy of this opinion to the Securities
and Exchange Commission in connection with the filing of the Company's Rule
24f-2 Notice for Fiscal 1996, as contemplated in Rule 24f-2(b)(1) under the
Investment Company Act of 1940, as amended.
The opinion given above is subject to the condition that the Company shall
have complied with the provisions of any applicable laws, regulations and
permits of any state or foreign country in which any of the Stock was sold or
was issued in accord with the Company's dividend reinvestment plan.
Very truly yours,
/s/ Morrison & Foerster LLP
Morrison & Foerster LLP
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[MORRISON & FOERSTER LLP LETTERHEAD]
November 26, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Griffin Funds, Inc.
File No. 33-67148
Dear Sirs:
On behalf of The Griffin Funds, Inc. (the "Company"), we are
transmitting on EDGAR for filing pursuant to Rule 24f-2(c) under the Investment
Company Act of 1940 the Company's Rule 24f-2 Notice.
We understand that the fee required with this filing has been wired to
the Securities and Exchange Commission account at Mellon Bank with the reference
(CIK) number of 0000910424, as required by paragraphs (b)(1) and (c),
respectively, of Rule 24f-2.
In the event that you have questions concerning this filing, please
contact the undersigned at (202) 887-1682 or Robert M. Kurucza of this firm at
(202) 887-1515.
Sincerely,
/s/ John S. Duessel
John S. Duessel
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