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:
Stratus Fund, Inc.
2. Name of each series or class of the funds for which this notice is
filed:
Growth Portfolio
Government Securities Portfolio
Capital Appreciation Portfolio
Intermediate Government Bond Portfolio
International Portfolio
3. Investment Company Act File Number:
811-6259
Securities Act File Number:
33-37928
4. Last day of fiscal year for which this notice is filed:
June 30, 1997
5. Check box if this notice is being filed more than 180 days after the
closed 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)(l):
Not 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 year, but which remained unsold at the beginning
of the fiscal year.
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
3,483,115.680 and $41,973,530
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
3,483,115.680 and $41,973,530
<PAGE>
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend and reinvestment plans, if applicable:
273,117.092 and $3,280,402
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):
$41,973,530
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from item 11):
$3,280,402
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year:
$17,567,270
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2:
none
(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):
$27,686,662
(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)]:
$9,547
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 (17CFR 202.3a.
[x]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
August 27, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and of the dates indicated.
By: /s/ Thomas C Smith
Title: Treasurer
Date: August 27, 1997
BALLARD SPAHR ANDREWS & INGERSOLL
1225 Seventeenth Street, Suite 2300
Denver, Colorado 80202
(303) 292-2400
Stratus Fund, Inc. August 27, 1997
500 Centre Terrace
1225 L Street
Lincoln, NE 68508
RE: Rule 24f-2 Notice for Stratus Fund, Inc.
(Securities Act File No. 33-37928)
Gentlemen:
We have acted as counsel to Stratus Fund, Inc. (the "Fund"), a
corporation organized under the laws of the State of Minnesota and registered
with the Securities and Exchange Commission (the "Commission") under the
Investment Company Act of 1940 as an open-end series management investment
company.
We have been informed that a registration statement on Form N-1A, as
amended ("Registration Statement") relating to an indefinite number of shares of
common stock of the Fund (the "Shares") has been filed with the Commission under
the Securities Act of 1933 (Securities Act File No. 33-37928).
We further understand that, pursuant to the provisions of Rule 24f-2,
the Fund is filing with the Commission a notice (the "Notice") making definite
the registration of such Shares sold in reliance on Rule 24f-2 for the fiscal
year ended June 30, 1997. Specifically, we have been informed by the Fund that a
total of 3,483,115.680 Shares (representing interests in series portfolios
existing during all or part of such fiscal year) were issued from time to time
during such fiscal year under the Prospectus included as part of the
Registration Statement. The Fund has requested our opinion in connection with
the filing of such Notice, for inclusion in such filing.
In connection with our giving this opinion, we have examined a copy of
the Articles of Incorporation of the Fund, as amended, and originals or copies,
certified or otherwise identified to our satisfaction, of such other documents,
records and other instruments as we have deemed necessary or advisable for
purposes of this opinion. As to various questions of fact material to our
opinion, we have relied upon information provided by officers of the Fund.
Based on the foregoing, we are of the opinion that the 3,483,115.680
Shares issued by the Fund during its fiscal year ended June 30, 1997 were, when
issued for payment as described in the Fund's Prospectus referred to above,
legally issued, fully paid and non-assessable by the Fund.
Very truly yours,
/S/ Ballard Spahr Andrews & Ingersoll
