-We present a density functional based closure of the pair Smoluchowski equation for Brownian particles under shear flow. Given an equilibrium free energy functional as input the theory provides first-principles predictions for the flow-distorted pair correlation function and associated rheological quantities over a wide range of volume fractions and flow rates. Taking twodimensional hard-disks under shear flow as an illustrative model we calculate the pair correlation function, viscosity and normal stress difference under both steady and start-up shear.Introduction. -The addition of colloidal particles to a Newtonian liquid gives rise to a nonlinear rheological response, characterized by a rate dependent viscosity, finite normal stress differences and nontrivial transient dynamics [1]. Understanding the interplay between particle interactions and external stress or strain fields remains a major theoretical challenge and much effort has been invested in the search for tractable closure relations which capture the essential physics of systems driven out-of-equilibrium [2]. Realistic models for which the competing effects of Brownian motion, potential and hydrodynamic interactions are simultaneously active pose particular difficulties [3].