U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
ICAP Funds, Inc.
225 West Wacker Drive, Suite 2400
Chicago, IL 60606
2. Name of each series or class of funds for which this notice is filed:
Discretionary Equity Portfolio
Equity Portfolio
3. Investment Company Act File Number: 811-8850
Securities Act File Number: 33-86006
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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 (see Instruction A.6):
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:
-0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Discretionary Equity Portfolio - Number: 647,785
Sale Price: $16,810,009
Equity Portfolio - Number: 898,253
Sale Price: $23,848,623
9. Number and aggregate sale price of securities sold during the fiscal year:
Discretionary Equity Portfolio - Number: 1,392,981
Sale Price: $33,190,611
Equity Portfolio - Number: 1,783,850
Sale Price: $42,888,716
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Discretionary Equity Portfolio - Number: 745,196
Sale Price: $16,380,602
Equity Portfolio - Number: 885,597
Sale Price: $19,040,093
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Discretionary Equity Portfolio - Number: 78,723
Sale Price: $1,982,225
Equity Portfolio - Number: 94,610
Sale Price: $2,429,267
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): $ 35,420,695
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 4,411,492
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): - 2,263,744
(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 on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): 37,568,443
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation
(see Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 12,954.64
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer s fiscal
year. See Instruction C.3.
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). X
Date of mailing or wire transfer of filing fees to the Commission s lockbox
depository: February 15, 1996
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 (Signature and Title)* /s/ Pamela H. Conroy
Vice President
Date February 15, 1996
*Please print the name and title of the signing officer below the signature.
Exhibit 1
GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin 53202-3590
Phone: (414) 273-3500 Fax: (414) 273-5198
February 19, 1996
ICAP Funds, Inc.
225 W. Wacker, Suite 2400
Chicago, IL 60606
Ladies and Gentlemen:
We have acted as your counsel in connection with the sale by you
of an indefinite number of shares of ICAP Funds, Inc. (the "Company") common
stock, $0.01 par value (the "Shares"). This opinion relates to the filing by
you of Form 24F-2 (the "Form") made pursuant to Rule 24f-2 promulgated under
the Investment Company Act of 1940, as amended. In such Form you have
reported the sale during the fiscal year ended December 31, 1995 of an
aggregate of 1,630,793 Shares of the Company's common stock made in reliance
on Rule 24f-2.
In connection with this opinion, we have examined: (a) the Articles of
Incorporation and By-Laws of the Company, (b) the Form dated February 15,
1996, (c) corporate proceedings relative to the authorization for issuance of
the Company's Shares and (d) such other proceedings, documents, certificates
and records as we have deemed necessary to enable us to render the following
opinion.
Based on the foregoing, we are of the opinion that the Shares sold
in the fiscal year ended December 31, 1995, in reliance upon registration
pursuant to Rule 24f-2 and in the manner set forth in the Company's
registration statement, were legally issued, fully paid and nonassessable. As
to matters of fact relevant to such opinion, we have relied upon the Form and
statements of officers and representatives of the Company and others.
We consent to the filing of this opinion with the Form referred to
above. In giving such permission, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder. This opinion is furnished to you solely for
your benefit and may not be relied upon by any other person without our prior
written consent.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
