RULE 24f-2 NOTICE
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: Rule 24f-2 Notice for Stratus Fund, Inc.
1933 Act No. 33-37928
1940 Act No. 811-6259
Ladies and Gentlemen:
On behalf of the above entitled issuer, I advise you as follows:
1. This Notice is filed for the fiscal year ended June 30,
1995.
2. No securities of the issuer have been registered under the
Securities Act of 1933 other than under Rule 24f-2. All securities
sold by the issuer have been sold in reliance upon Rule 24f-2.
3. The table attached provides the number of shares sold (exclusive of
stock dividends not deemed to be sales), the aggregate sales price
of the shares sold, the number of shares redeemed, the aggregate
redemption price and the aggregate net sales price for each of the
Issuer's Portfolios for the fiscal year ended June 30, 1995.
4. Attached hereto is a legal opinion that all shares sold during the
fiscal year were legally issued, fully paid, and nonassessable.
Dated: August 21, 1995 Stratus Fund, Inc.
By:----------------------------------
Thomas C. Smith
Treasurer
<PAGE>
<TABLE>
<CAPTION>
STRATUS FUND, INC.
SHARES AGGREGATE SHARES AGGREGATE AGGREGATE
SOLD SALES REDEEMED REDEMPTION NET SALES
<S> <C> <C> <C> <C> <C>
Capital Appreciation 411.863 $3,759.48 8,525.348 $82,828.89 ($79,069.41)
Portfolio
Intermediate Government 39,151.437 400,682.80 298,027.816 3,045,991.29 (2,645,308.49)
Bond Portfolio
Equity Income Portfolio 193,257.095 2,041,506.25 420,126.992 4,313,318.07 (2,271,811.82)
Government Securities 218,690.759 2,059,923.63 188,635.340 1,782,550.15 277,373.48
----------- ------------ ----------- ------------ ----------
Portfolio
TOTAL 451,511.154 $4,505,872.16 915,315.496 $9,224,688.40 ($4,718,816.24)
=========== ============= =========== ============= ===============
</TABLE>
CLINE, WILLIAMS, WRIGHT, JOHNSON & OLDFATHER
LAW FIRM
1900 FIRSTIER BANK BUILDING
LINCOLN, NE 68508-2095
402-474-6900
August 24, 1995
Stratus Fund, Inc.
500 Centre Terrace, 1225 L Street
Lincoln, NE 68508
Re: Registration of Securities Pursuant to Rule 24f-2
1933 Act Reg. No. 33-37928
Ladies and Gentlemen:
Our opinion has been requested in connection with the registration of
shares of Stratus Fund, Inc. (the "Fund"), pursuant to Rule 24f-2 under the
Investment Company Act of 1940. We have conducted such legal and factual
inquiries as we have deemed necessary under the circumstances. Based upon such
inquiries, all shares sold by the Fund during the fiscal year ended June 30,
1995 were legally issued, fully paid and nonassessable.
We consent to the filing of this opinion in connection with the notice to
be filed with the Securities and Exchange Commission pursuant to Rule 24f-2.
Very truly yours,
JOHN C. MILES
For the Firm
