SUNSTONE FINANCIAL GROUP, INC.
207 East Buffalo Street, Suite 400
Milwaukee, Wisconsin 53202
(414) 271-5885
January 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Briar Funds Trust/ The Stalwart Funds
Registration Nos. 33-85082; 811-8812
CIK Number: 0000931423
Dear Sir or Madam:
On behalf of the above-named registrant and pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, we hereby file the Funds' Form 24f-2
for the fiscal year ended August 30, 1996; and a legal opinion relating to the
validity of the issued shares. The filing fee of $26.27 (the above-named
registrant had a credit of $0.28) was sent to the lockbox on January 16,1997.
Any questions regarding this filing may be directed to the undersigned at the
telephone number provided above.
Sincerely,
Constance Dye Shannon
Legal and Compliance Manager
HOLLEB & COFF
ATTORNEYS AT LAW
55 EAST MONROE STREET
SUITE 4100
CHICAGO, ILLINOIS 60603-5896
PHONE (312) 807-4600
TELECOPIER (312) 807-3900
January 10, 1997
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 In Lieu Of A Meeting dated October 7, 1994 and the Resolutions
Of The Initial Board of Trustees adopted at a meeting held January 11, 1995. We
also participated in the preparation of an Application Pursuant To Section 8(f)
Of The Investment Company Act of 1940 (the "Act") And Rule 8f-1 Thereunder For
Order Declaring That Briar Funds Trust Has Ceased To Be An Investment Company on
Form N8-F and the Certificate of Cancellation of Certificate of Trust of Briar
Funds Trust pursuant to which the Trust terminated effective August 29, 1996.
Based on such examination, we are of the opinion that prior to the termination
of the Trust:
i. The Trust was duly organized and existing under the laws of the
State of Delaware;
ii. The Trust was 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 were duly and validly authorized by
all requisite action of the Trustees of the Trust, and no action
of the shareholders was required in such connection; and
iii. Assuming that the Trust or its agent received 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 were legally
and validly issued and were 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
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer:
Briar Funds Trust/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 U.S. Government Securities Fund
Stalwart International Equity Fund
Stalwart Core Equity Fund
Stalwart Income Fund
Stalwart Aggressive Equity Fund
3. Investment Company Act File Number: 33-85082
Securities Act File Number: 811-8812
4. Last day of fiscal year for which this notice is filed:
8/30/96
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 rule 24f-
2(a)(1), if applicable (see Instruction A.6):
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:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
7,634 Shares
$87,622
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
7,634 Shares
$87,622
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):
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): $ 87,622
----------
(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): - 0
----------
(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): 87,622
----------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
----------
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 26.55
==========
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 CFR202.3a).
(X)
Date of mailing 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 (Signature and Title)* /s/ David S. Evans
-----------------
Chairman
-----------------
Date 1/10/97
* Please print the name and title of the signing officer
below the signature.
