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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 Act File Number: 33-11755
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4. Last day of fiscal year for which this notice is filed: December 31, 1996
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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:
Special Equities Portfolio - 2,337,925 shares
Special Equities II - 1,687,169 shares
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9. Number and aggregate sale price of securities sold during the fiscal year:
Special Equities Portfolio - 3,541,731 shares; $ 68,600,112
Special Equities II - 1,685,216 shares; 20,849,640
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$ 89,449,752
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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 - 1,203,806 shares; $ 23,316,629
Special Equities II - 0 shares; 0
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$ 23,316,629
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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 - 1,876,407 shares; $ 32,987,339
Special Equities II - 1,398,376 shares; 16,109,334
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$ 49,096,673
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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): $ 23,316,629
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from
Item 11, if applicable): + 49,096,673
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(If applicable): - 95,076,132
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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): + 63,296,594
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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): 40,633,764
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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 1/33 of 1%
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi): 12,313.26
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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).
/X/
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 27, 1997
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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 27, 1997
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*Please print the name and title of the signing officer below the signature.
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BELL, BOYD & LLOYD
THREE FIRST NATIONAL PLAZA
70 WEST MADISON STREET, SUITE 3300
CHICAGO, ILLINOIS 60602-4207
312 372-1121
FAX 312 372-2098 WASHINGTON, D.C.
202 466-6300
FAX 202 463-0678
February 28, 1997
Skyline Fund
311 South Wacker Drive
Suite 4500
Chicago, Illinois 60606
Ladies and Gentlemen:
RULE 24f-2 NOTICE
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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, 1996, 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 1996 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 ISSUED TOTAL SHARES
SHARES SOLD DURING PERIOD SOLD AND
DURING PERIOD PURSUANT TO ISSUED DURING
PURSUANT TO DIVIDEND PERIOD PURSUANT
SERIES OF THE REGISTRANT RULE 24f-2 REINVESTMENT PLAN TO RULE 24f-2
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Special Equities Portfolio 1,203,806 1,876,407 3,080,213
Special Equities II 0 1,398,376 1,398,376
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
