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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
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
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1. Name and address of issuer:
Skyline Fund
311 South Wacker Drive, 45th Floor
Chicago, Illinois 60606
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2. Name of each series or class of funds for which this notice
is filed:
Special Equities Portfolio
Special Equities II
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3. Investment Company Act File Number: 811-5022
Securities File Number: Act 33-11755
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4. Last day of fiscal year for which this notice is filed:December 31, 1995
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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:
[ ]
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction
A.6:
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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
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the
fiscal year:
Special Equities Portfolio - 690,848 shares; $11,349,598
Special Equities II - 1,461,900 shares; 15,771,709
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$27,121,307
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Special Equities Portfolio - 690,848 shares; $11,349,598
Special Equities II - 1,461,900 shares; 15,771,709
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$27,121,307
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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):
Special Equities Portfolio - 593,863 shares; $ 9,858,098
Special Equities II - 613,104 shares; 6,866,829
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$16,724,927
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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): $ 27,121,307
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 16,724,927
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (If applicable): - 107,142,828
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(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-
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(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): (63,296,594)
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/29 of 1%
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi): -0-
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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.
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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:
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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/ Scott C. Blim
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Scott C. Blim
Treasurer
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Date February 12, 1996
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*Please print the name and title of the signing officer below the signature.
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[BELL, BOYD & LLOYD LETTERHEAD]
February 21, 1996
Skyline Fund
311 South Wacker Drive
Chicago, IL 60606
Ladies and Gentlemen:
RULE 24f-2 NOTICE
We have represented Skyline Fund, a Massachusetts business trust (the
"Fund"), in connection with the filing with the Securities and Exchange
Commission of the Fund's Rule 24f-2 Notice for the fiscal year ended December
31, 1995, pursuant to Rule 24f-2 under the Investment Company Act of 1940. In
this connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, corporate or other records,
certificates and other papers as we deem it necessary to examine for the purpose
of this opinion, including the agreement and declaration of trust and bylaws of
the Fund and resolutions of its board of trustees authorizing the issuance of
shares.
Based upon the foregoing examination, we are of the opinion that the
following shares of beneficial interest, without par value, of the Fund sold
during the 1995 fiscal year in reliance upon registration pursuant to Rule 24f-2
were legally issued, fully paid and nonassessable (although shareholders of the
Fund may be subject to liability under certain circumstances as described in the
prospectus of the Fund included in its registration statement on Form N-1A):
Shares Sold
During Period Pursuant
Series of the Registrant to Rule 24f-2
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Special Equities Portfolio 1,284,711
Special Equities II 2,075,004
We consent to the filing of this opinion with the Fund's Rule 24f-2
Notice. In giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Bell, Boyd & Lloyd
