January 26, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Briar Funds Trust - The Stalwart Funds - Registration No. 33-85082; 811-8812
Ladies and Gentlemen:
Transmitted herewith, for filing on behalf of the above-referenced Company, is
the Company's Rule 24f-2 Notice for its fiscal period ended November 30, 1995,
including as an exhibit thereto, the legal opinion of counsel with respect to
the shares reported as having been sold by the Company. A wire in the amount of
$9,116 was previously transferred for payment of the registration fees.
Questions regarding this filing should be directed to the undersigned at
(414) 226-2522.
Sincerely,
/s/ Richard P. Snyder
Richard P. Snyder
Client Services and Accounting Manager
RPS/kg
Encl.
cc: Jim Snyder
David Evans
HOLLEB & COFF
ATTORNEYS AT LAW
55 EAST MONROE STREET
SUITE 4100
CHICAGO, ILLINOIS 60603-5896
(312) 807-4600
TELECOPIER (312) 807-3900
January 22, 1996
Re: THE STALWART FUNDS
Ladies and Gentlemen:
We have acted as counsel to the Briar Funds Trust, a Delaware business trust
(the "Trust"), in connection with the organization of the Trust, the
registration of the Trust under the Investment company Act of 1940, as amended,
and the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of an indefinite number of shares of common stock of the
Trust.
As counsel for the Trust, we have participated in the preparation of the
Registration Statement on Form N-1A relating to such shares and have examined
and relied upon such records of the Trust and such other documents and
certificates we have deemed to be necessary to render the opinions expressed
herein, including, without limitation, the Certificate of Trust filed with the
Delaware Secretary of State on October 7, 1994, certified by the Delaware
Secretary of State on October 7, 1994, the Declaration of Trust dated October 7,
1994, the Bylaws of the Trust, the Organization Consent Action By The Initial
Board of Trustees adopted at a meeting held January 11, 1995. Based on such
examination, we are of the opinion that:
i. The Trust is a trust duly organized and existing under the laws of the
State of Delaware;
ii. The Trust is authorized to issue shares of the following series:
(1) Core Equity Fund;
(2) Aggressive Equity Fund;
(3) International Equity Fund;
(4) U.S. Government Securities Fund; and
(5) Income Fund.
Shares of each such series have been duly and validly authorized by
all requisite action of the Trustees of the Trust, and no action of
the shareholders is required in such connection; and
iii. Assuming that the Trust or its agent receives consideration for such
shares in accordance with the terms of the Prospectus forming a part
of the Trust's Registration Statement and the provisions of its
Declaration of Trust, the shares will be legally and validly issued
and will be fully paid and non-assessable by the Trust.
We hereby consent to the use of this opinion in connection with the annual
filing on Form 24F-2 with respect to the registration under the Securities Act
of an indefinite number of shares of the Trust, and to the use of our name in
the Prospectus and Statement of Additional Information contained therein, and
any amendments thereto. In giving such consent, we do not hereby admit that we
are within the category of persons whose consent is required by Section 7 of the
Securities Act, and the rules and regulations thereunder. This opinion is
limited to the matters set forth herein. No opinion may be inferred or implied
beyond the matters expressly contained herein.
Very truly yours,
HOLLEB & COFF
/S/ Holleb & Coff
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 Stalwart Funds
311 South Wacker Drive, Suite 4990
Chicago, IL 60606-6604
2. Name of each series or class of funds for which this notice is filed:
Stalwart Core Equity Fund
Stalwart Aggressive Equity Fund
Stalwart Income Fund
Stalwart U.S. Government Securities Fund
Stalwart International Equity Fund
3. Investment Company Act File Number: 811-8812
Securities Act File Number: 33-85082
4. Last day of fiscal year for which this notice is filed: 11/30/95
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: (box unchecked)
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): (undated)
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: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
3,691,813 shares
$37,463,498
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
3,691,813 shares
$37,463,498
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):
54,620 shares
$582,580
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):
$37,463,498
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+582,580
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
-11,610,499
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (I), l plus line (ii), less line
(iii), plus line (iv)] (if applicable):
+26,435,579
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
x1/2900
(vii) Fee due [line (I) or line (v) multiplied by line (vi)]: $ 9,116
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). (box checked)
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: (undated)
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/ David S. Evans
Trustee and Chairman of the Trust
January 22, 1996
