As filed with the Securities and Exchange Commission on December 8, 1995
Securities Act Registration No. 33-86006
Investment Company Act Registration No. 811-8850
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. _____ [ ]
Post-Effective Amendment No. 3 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 4 [X]
ICAP FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
225 West Wacker Drive, Suite 2400
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (312) 424-9100
Pamela H. Conroy
225 West Wacker Drive, Suite 2400
Chicago, Illinois 60606
(Name and Address of Agent for Service)
Copies to:
Carol A. Gehl
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
Registrant has registered an indefinite amount of securities pursuant to
Rule 24f-2 under the Investment Company Act of 1940; the Registrant's Rule
24f-2 Notice for the year ended December 31, 1995 will be filed on or before
February 29, 1996.
It is proposed that this filing will become effective (check appropriate box).
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on December 8, 1995 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Aggregate Amount of
Amount Being Offering Price Offering Registration
<S> Registered Per Share(2) Price Fee(3)
Title of Securities Being Registered <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Common Stock, .01 par value: 898,253.21 $26.55 $23,848,622.73 $8,223
Equity Portfolio(1)
- -----------------------------------------------------------------------------------------------------------------
Discretionary Equity Portfolio(4) 647,784.55 $25.95 $16,810,009.07 $5,796
- -----------------------------------------------------------------------------------------------------------------
(1) Reduces the amount of shares previously registered on November 15,1995
from 1,548,589.16 to 898,253.21.
(2) Net asset value as of November 13, 1995.
(3) Registration fees were paid on November 15, 1995.
(4) Reduces the amount of shares previously registered on November 15, 1995
from 1,111,764.955 to 647,784.55.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment No. 3 to the Registration Statement on Form N-1A to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago and State of Illinois on the 6th day of December, 1995.
ICAP FUNDS, INC. (Registrant)
By: /s/ Robert H. Lyon
Robert H. Lyon
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A has
been signed below by the following persons in the capacities and on the
date(s) indicated.
Name Title Date
/s/ Robert H. Lyon President and a December 6, 1995
- --------------------- Director
Robert H. Lyon
/s/ Pamela H. Conroy Vice President, December 6, 1995
- --------------------- Treasurer
Pamela H. Conroy and a Director
/s/ Gary S. Meurer Director December 6, 1995
- ---------------------
Gary S. Meurer
- --------------------- Director __________, 1995
Dr. James A. Gentry
/s/ Barbara A. Chiesa Director December 6, 1995
- ---------------------
Barbara A. Chiesa
______________________ Director ___________, 1995
Harold W. Nations
/s/ Donald D. Niemann Director December 6, 1995
- ----------------------
Donald D. Niemann
_______________________ Director __________, 1995
Joseph Andrew Hayes
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EXHIBIT INDEX
Exhibit No. Exhibit
(1) Registrant's Articles of Incorporation (previously
filed as Exhibit 1 to the Registration Statement on Form
N-1A, File Nos. 811-8850 and 33-86006)
(2) Registrant's By-Laws (previously filed as Exhibit 2 to
the Registration Statement on Form N-1A, File Nos.
811-8850 and 33-86006)
(3) None
(4) None
(5) Investment Advisory Agreement (previously filed as
Exhibit 5 to Registrant's Pre-Effective Amendment No.
1 to Registration Statement on Form N-1A, File Nos.
811-8850 and 33-86006)
(6) None
(7) None
(8) Custodian Agreement with United Missouri Bank, n.a.
(previously filed as Exhibit 8 to Registrant's Pre-
Effective Amendment No. 1 to Registration Statement on
Form N-1A, File Nos. 811-8850 and 33-86006)
(9.1) Transfer Agency Agreement with Supervised Service
Company, Inc. (previously filed as Exhibit 9.1 to
Registrant's Pre-Effective Amendment No. 1 to
Registration Statement on Form N-1A, File Nos. 811-
8850 and 33-86006)
(9.2) Administration and Fund Accounting Agreement with
Sunstone Financial Group, Inc. (previously filed as
Exhibit 9.2 to Registrant's Pre-Effective Amendment
No. 1 to Registration Statement on Form N-1A, File
Nos. 811-8850 and 33-86006)
(10) Opinion and Consent of Godfrey & Kahn, S.C.
(previously filed as Exhibit 10 to Registrant's Post-
Effective Amendment No. 2 to Registration Statement on
Form N-1A, File Nos. 811-8850 and 33-86006)
(11) Consent of Coopers & Lybrand L.L.P. (previously filed
as Exhibit 11 to Registrant's Post-Effective Amendment
No. 1 to Registration Statement on Form N-1A, File
Nos. 811-8850 and 33-86006)
(12) None
(13) Subscription Agreement (previously filed as Exhibit 13
to Registrant's Pre-Effective Amendment No. 1 to
Registration Statement on Form N-1A, File Nos. 811-
8850 and 33-86006)
<PAGE>
(14) Individual Retirement Trust Account (previously filed
as Exhibit 14 to Registrant's Pre-Effective Amendment
No. 1 to Registration Statement on Form N-1A, File
Nos. 811-8850 and 33-86006)
(15) None
(16) None
(17) None
(18) None
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