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:
Comstock Partners Funds, Inc.
10 Exchange Place
Suite 2010
Jersey City, N.J. 07302
2. Name of each series or class of funds for which this notice
is filed:
Comstock Partners Strategy Fund - Class A
Comstock Partners Strategy Fund - Class C
Comstock Partners Strategy Fund - Class O
3. Investment Company Act File Number: 811-5502
Securities Act File Number: 33-40771
4. Last day of fiscal year for which this notice is filed:
April 30, 1996
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 :
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:
29,662,646 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
16,933,226 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
1,286,050 shares $11,447,481
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
0 shares $ 0
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
393,183 shares $3,503,760
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): $ 0
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): $ 3,503,760
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): $13,495,721
(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 upon
rule 24f-2 [line (i), plus line (ii), $ (9,991,961)
less line (iii), plus line (iv)]
(if applicable):
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation : 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
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:
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/Robert C. Ringstad
Robert C. Ringstad, Assistant Secretary
Date June 27, 1996
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank and Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201
June 27, 1996
Comstock Partners Funds, Inc.
10 Exchange Place, Suite2010
Jersey City, NJ 07302-3913
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
We understand that Comstock
Partners Funds, Inc., a Maryland
corporation (the "Company"), is
about to file a Rule 24f-2 Notice
with the Securities and Exchange
Commission pursuant to Rule 24f-2
under the Investment Company Act
of 1940, as amended, making definite
the registration of 1,364,619 shares
of the Companys Comstock Partners
Strategy Fund Class A Common Stock,
273,782 shares of the Companys
Comstock Partners Strategy Fund
Class O Common Stock and 40,832
shares of the Companys Comstock
Partners Strategy Fund Class C
Common Stock, all with a par value of
$.001 per share (collectively the
"Strategy Fund Shares"), sold during
the Companys fiscal year ended April
30, 1996.
We have acted as counsel for the
Company since its organization and are
familiar with its Charter and Bylaws.
We have examined the Companys Rule
24f-2 Notice and the Companys
Prospectus and Statement of Additional
Information with respect to the Strategy
Fund Shares included in the Companys
Registration Statement on Form N-1A,
as amended (the "Prospectus"). We
have also examined and relied upon
such corporate records of the Company
and other documents and certificates as
to factual matters as we deem necessary
for the purpose of this opinion, including
a certificate of an appropriate officer of
the Company to the effect that the
Company or its authorized agent received
the authorized payment for the Strategy
Fund Shares, that the Strategy Fund
Shares were issued in accordance with
the terms described in the Companys
Prospectus, and that the number of the
Strategy Fund Shares of each class
of the Company issued and outstanding
during the fiscal year ended April 30,
1996 did not at any time exceed the
number of the Strategy Fund Shares of
the respective class then authorized in
the Companys Charter.
We have also assumed, without
independent verification, the
genuineness of signatures on, and
the authenticity of, all documents
furnished to us and the conformity
of copies to the original.
Based upon the foregoing, we are
of the opinion that the Strategy Fund
Shares when issued were validly and
legally issued and fully paid and
nonassessable under the laws of the
State of Maryland.
This letter expresses our opinion
as to the Maryland General Corporation
Law governing matters such as the
authorization and issuance of stock.
It does not extend to the securities or
"Blue Sky" laws of Maryland, to federal
securities laws or to other laws.
We consent to the filing of this
opinion as part of the Companys
Rule 24f-2 Notice. This opinion may
not be relied upon by any other
person or for any other purpose
without our prior written consent.
Very truly yours,
/s/ VENABLE, BAETJER AND HOWARD, LLP
