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
Comstock Partners Capital Value Fund - Class A
Comstock Partners Capital Value Fund - Class B
Comstock Partners Capital Value Fund - Class C
Comstock Partners Capital Value Fund - Class R
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, 1997
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:
45,309,822 shares
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
13,134,868 shares
9. Number and aggregate sale price of securities sold during
the fiscal year:
50,501,855 shares $509,265,320.65
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
none
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable :
1,560,598 shares $13,843,564.62
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): $ 13,843,564.62
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): $621,218,570.30
(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), $0
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 : 1/3300
(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 26, 1997
Comstock Partners Funds, Inc.
June 26, 1997
Comstock Partners Funds, Inc.
10 Exchange Place, Suite 2010
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 (the "Commission") pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, making definite the registration
of the 52,062,453 shares, in the aggregate, of the following classes, each with
a par value of $.001 per share (collectively, the "Shares"), sold during the
Company's fiscal year ended April 30, 1997 pursuant to Rule 24f-2:
Class
Comstock Partners Strategy Fund Class A Common Stock
Comstock Partners Strategy Fund Class C Common Stock
Comstock Partners Strategy Fund Class O Common Stock
Comstock Partners Capital Value Fund Class A Common Stock
Comstock Partners Capital Value Fund Class B Common Stock
Comstock Partners Capital Value Fund Class C Common Stock
Comstock Partners Capital Value Fund Class R Common Stock
We have acted as Maryland counsel for the Company since its organization
and are familiar with its Charter and Bylaws. We have examined the
Company's Rule 24f-2 Notice and the Company's Prospectus and Statement
of Additional Information with respect to the Shares included in the Company's
Registration Statement on Form N-1A, as amended (the "Prospectus"),
as well as the Form N-14 of the Company with respect to shares issued in a
reorganization with Dreyfus Capital Value Fund, Inc. We have relied upon
a certificate of an appropriate officer of the Company to the effect that the
Company or its authorized agent received the requisite payment for the Shares,
that the Shares were issued in accordance with the terms described in the
Company's Prospectus, and that the number of the shares of each class of
the Company issued and outstanding during the fiscal year ended April 30, 1997
did not at any time exceed the number of the shares of the respective class
then authorized in the Company's Charter. 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.
We have 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 originals.
Based upon the foregoing, we are of the opinion that the 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 with respect 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 Company's Rule 24f-2
Notice. In giving this consent, we do not hereby admit that we are experts
with respect to any part of the Registration Statement within the meaning of
the term "expert" as used in the Securities Act of 1933, as amended, or the
rules and regulations of the Commission issued thereunder. This opinion
may not be relied upon by any other person or for any other purpose
without our prior written consent.
Very truly yours,
Venable, Baetjer and Howard, LLP
