ICAP FUNDS INC
N-30D, 1996-08-20
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                             Sunstone Financial Group
                             207 East Buffalo Street
                                   Suite 400
                               Milwaukee, WI 53202
                                 (414) 271-5885
                                 

August 20, 1996                                 

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549 

Re: The ICAP Funds, Inc. Semi-Annual Report
    Filing Pursuant to Rule 30b2-1
    under the Investment Company Act of 1940
    SEC File No. 811-8850, 33-86006
    
    
Dear Sir/Madam:

On behalf of the ICAP Funds Inc. (the "Funds"), transmitted herewith for filing
pursuant to Rule 30b2-1 under the Investment Company Act of 1940, as amended,
is the Fund's Semi-Annual Report to shareholders for the six months ended
June 30, 1996.

Questions regarding this filing should be directed to the undersigned.

Sincerely,

/s/ Lea E. Grunig
Lea E. Grunig
Client Services and Tax Manager

LEG/sb

Encl.                             






                                      ICAP
                                  Semi-Annual
                                     Report

June 30, 1996


ICAP Funds

Discretionary
Equity
Portfolio

Equity
Portfolio


                 T  a  b  l  e    o  f    C  o  n  t  e  n  t  s
                                                  
                                                  page
                                                  ----

Letter to Shareholders                              1

Investment Highlights                               4

Schedules of Investments                            
 Discretionary Equity Portfolio                     6
 Equity Portfolio                                  10

Statements of Assets and Liabilities               14

Statements of Operations                           15

Statements of Changes in Net Assets
 Discretionary Equity Portfolio                    16
 Equity Portfolio                                  17

Financial Highlights
 Discretionary Equity Portfolio                    18
 Equity Portfolio                                  19

Notes to Financial Statements                      20




                                   July 1996


                               Dear Shareholder:

Each portfolio of the ICAP Funds had solid first half performance in 1996. The
Equity Portfolio achieved a 9.80% gain, while the Discretionary Equity Portfolio
was up 9.66%. These returns compare to a total return of 10.10% for the S&P 500
and 8.67% for the Lipper Growth and Income category.<F1> Since inception, the
Equity Portfolio has had an annualized return of 32.50% while the Discretionary
Equity Portfolio has had a 30.06% annualized return. Both of these performances
are in the top quartile of all funds in the Lipper Growth and Income category
for this same period. <F1><F2>

The U.S. stock market fared well in the first half of 1996, despite a
significant backup in long-term interest rates. The benchmark U.S. Treasury 30
year bond increased in yield from 6% to 7% during the first half of the year.
The stock market was buoyed by better than expected corporate earnings, as well
as a record level of merger and acquisition activity. The backup in U.S.
interest rates was caused by stronger than expected economic performance,
despite short-term dislocations from the government shutdown, frigid weather and
strikes at both General Motors and Boeing. The economy drew its strength from
healthy employment increases and solid wage gains, which translated into
improved real purchasing power. These positive income trends resulted in better-
than-expected gains in the retail, auto and housing sectors. With consumption
renewed, inventories have been substantially reduced. We feel that this has set
the stage for good economic progress in the second half of 1996.

The positive tone in U.S. employment has led to some spot labor shortages and a
modest, but noticeable, reacceleration in wages. However, in an environment
characterized by "cereal wars," plunging metals prices and slack operating
rates on a global scale, we would only expect a small uptick in reported
inflation. Consequently, while we firmly expect short-term interest rates to
move up domestically, the type of global monetary tightening that might
seriously upset the "equity applecart" is not expected to ensue.

Despite a forecast of steady growth and relatively low inflation, we would
characterize the outlook for the U.S. stock market as only neutral. On the
negative side of the ledger, we would expect profit margins to contract as
higher wage costs are not totally passed through in an intensely competitive
global environment. In addition, there are signs of a less benign regulatory
environment and valuations can only be described as stretched. More importantly,
the nearly 50% increase in the major stock market averages over the past 18
months has spawned a rush of speculative activity in new issues that are, in the
words of an earlier period, "unseasoned and in weak hands." In response to
strong demand, Wall Street has geared up its manufacturing machine and produced
a record amount of new paper (much of which is of dubious quality). If interest
rates increase by more than a modest amount, and as the young companies
experience growing pains, there will be many casualties. Such issues will not be
found in your portfolio today, or tomorrow.

In this environment we at ICAP remain focused on identifying individual stocks
with a specific catalyst, that are selling at reasonable valuations, where
earnings trends are intact. We also remain firmly committed to our sell
discipline which focuses on realizing profits when full potential has been
achieved, while honestly recognizing our mistakes when they are still small.
Given this economic backdrop, we have focused primarily on corporate
restructurings as a source of opportunity in this market.

As discussed in my January letter, we are particularly interested in investing
in situations where a major corporation is reconfiguring its business mix in a
significant way. Shareholder value can be increased by the elimination of
underperforming units, or by the separation of more richly valued subsidiaries.
In order to illustrate this point, listed below are a dozen of your largest
investments where restructuring is the key catalyst. This list is representative
of the philosophy we have employed in your whole portfolio. In our view, each of
these investments has significant upside potential with below average risk, as a
result of the corporation's inherently strong asset position, and its
restructuring profile.

          Dun & Bradstreet    Allstate
          Union Pacific       General Motors
          Wells Fargo         Hoechst
          DuPont              Mobil
          Pacific Telesis     Philips Electronics
          Ciba-Geigy          Loews Corp.

I want to emphasize that our view of restructurings is concentrated on a
relatively narrow segment of the market. The days of massive downsizing are
politically, and economically, behind us. Likewise, for political/regulatory
reasons, large mergers which are economically attractive (i.e., anti-
competitive) will be more difficult to achieve. Consequently, we have narrowed
our focus among restructuring candidates to the several remaining U.S. and
European companies which meet the criteria laid out above.

The second half of the year is likely to be complicated. After over a year of
easing, the Federal Reserve is in the early stage of what is likely to be a
series of tightenings. Earlier optimism in regard to the cutting (and even
indexing) of capital gains taxes has evaporated, and many companies are caught
in a pincer between rising costs and a competitive environment that is not
amenable to price increases. We at ICAP will remain diligent during this period
in looking for the favorable restructuring situations we have outlined - while
minimizing fundamental mistakes - and steering well clear of the extreme
speculative excess in the small cap/IPO sector.

Thank you for your investment in the ICAP Funds. We look forward to continuing
to serve you in the future.

Very truly yours,

/s/ Robert H. Lyon

Robert H. Lyon
President


P.S. A respected competitor of ours, who also manages a large fund in the Lipper
Growth & Income category, recently commented in Barron's that of the 300+ funds
in that universe, over 40 had minimal yield and another 125 had a yield of less
than 1%. His point is that such funds should not be included in this category.
Our Fund's yield, which approximates that of the S&P 500, is philosophically
attuned to our objective. We are adamant about sticking to our philosophy, and
we feel that many mutual fund investors are misled by the description of a
fund's objective, versus the underlying reality of what is in their actual
portfolio.


<F1> Source, Lipper Analytical Services.
<F2> Past performance is no guarantee of future results.  In the absence of
existing fee waivers, total returns would be reduced.  Investment return and
principal value of an investment will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original cost.



                             Investment Highlights

                      ICAP Discretionary Equity Portfolio

                                  Total Return
                   -----------------------------------------
                                     ICAP
                                 Discretionary
                                    Equity          S&P 500
                                   Portfolio      Stock Index
                                 -------------    -----------
                    12/31/94      100,000.00      100,000.00
                     3/31/95      108,812.40      109,736.55
                     6/30/95      122,344.81      120,212.78
                     9/30/95      131,897.91      129,765.13
                    12/31/95      135,211.67      137,577.90
                     3/31/96      145,950.45      144,962.49
                     6/30/96      148,276.59      151,467.82


Portfolio Total Return
FOR THE PERIOD ENDED 6/30/96
- --------------------------------
ONE YEAR                 21.20%
AVERAGE ANNUAL
  SINCE COMMENCEMENT     30.06%

This chart assumes an initial gross investment of $100,000 made on 12/31/94.
Returns shown include the reinvestment of all dividends. Past performance is not
predictive of future results. Investment return and principal value will
fluctuate so that shares, when redeemed, may be worth more or less than the
original cost. In the absence of existing fee waivers, total return would be
reduced.

The S&P 500 Stock Index is an unmanaged index of 500 selected common stocks,
most of which are listed on the New York Stock Exchange. The Index is heavily
weighted toward stocks with large market capitalizations and represents
approximately two-thirds of the total market value of all domestic common
stocks.



                                     Sector Breakdown

                                 ICAP
                             Discretionary
                                Equity              S&P 500
                               Portfolio          Stock Index
                             -------------        -----------
Basic Industries                  7.2%                5.9%
Capital Equipment-Technology      7.1%               10.9%
Capital Spending                  3.7%                8.0%
Consumer Durables                 5.0%                3.2%
Consumer Services                16.5%                7.2%
Consumer Staples                 10.6%               13.1%
Energy                            5.2%                9.8%
Financial                        13.4%               13.7%
Health Care                      13.5%               10.5%
Retail                            2.4%                5.5%
Transportation                    8.6%                1.6%
Utilities                         6.8%               10.6%

                             
                             
                             Investment Highlights

                             ICAP Equity Portfolio


                                  Total Return
                   -----------------------------------------
                                     ICAP
                                    Equity         S&P 500
                                   Portfolio     Stock Index
                                 -------------   -----------
                    12/31/94      100,000.00     100,000.00
                    3/31/95       109,246.40     109,736.55
                    6/30/95       123,850.87     120,212.78
                    9/30/95       134,727.64     129,765.13
                    12/31/95      138,853.01     137,577.90
                    3/31/96       150,466.83     144,962.49
                    6/30/96       152,460.84     151,467.82



Portfolio Total Return
FOR THE PERIOD ENDED 6/30/96
- --------------------------------
ONE YEAR                 23.10%
AVERAGE ANNUAL
  SINCE COMMENCEMENT     32.50%

This chart assumes an initial gross investment of $100,000 made on 12/31/94.
Returns shown include the reinvestment of all dividends. Past performance is not
predictive of future results. Investment return and principal value will
fluctuate so that shares, when redeemed, may be worth more or less than the
original cost. In the absence of existing fee waivers, total return would be
reduced.

The S&P 500 Stock Index is an unmanaged index of 500 selected common stocks,
most of which are listed on the New York Stock Exchange. The Index is heavily
weighted toward stocks with large market capitalizations and represents
approximately two-thirds of the total market value of all domestic common
stocks.


                                     Sector Breakdown

                                 ICAP
                                Equity              S&P 500
                               Portfolio          Stock Index
                             -------------        -----------
Basic Industries                  7.3%                5.9%
Capital Equipment-Technology      7.6%               10.9%
Capital Spending                  3.1%                8.0%
Consumer Durables                 4.6%                3.2%
Consumer Services                15.0%                7.2%
Consumer Staples                 11.1%               13.1%
Energy                            6.0%                9.8%
Financial                        12.9%               13.7%
Health Care                      14.8%               10.5%
Retail                            2.3%                5.5%
Transportation                    8.6%                1.6%
Utilities                         6.7%               10.6%




                         Discretionary Equity Portfolio
                            Schedule of Investments

                           June 30, 1996 (Unaudited)

  NUMBER
OF SHARES                                                 VALUE
- ---------                                              ----------

          COMMON STOCKS  88.25%

          Autos & Trucks 4.60%
57,700    General Motors Corp.                        $ 3,022,037
44,425    ITT Industries, Inc.                          1,116,178
                                                      -----------
                                                        4,138,215
                                                      -----------

          Banks 6.51%
32,495    Citicorp                                      2,684,899
33,022    KeyCorp                                       1,279,603
 7,900    Wells Fargo & Co.                             1,887,112
                                                      -----------
                                                        5,851,614
                                                      -----------

          Chemicals 4.27%
33,392    Du Pont (E.I.) de Nemours & Co.               2,642,142
16,950    Grace (W.R.) & Co.                            1,201,331
                                                      -----------
                                                        3,843,473
                                                      -----------

          Computer Systems 5.22%
24,188    Compaq Computer Corp. <F3>                    1,191,259
25,592    International Business Machines Corp.         2,533,608
40,450    Silicon Graphics, Inc. <F3>                     970,800
                                                      -----------
                                                        4,695,667
                                                      -----------

          Defense 3.07%
22,350    Boeing Co.                                    1,947,244
11,900    Northrop Grumman Corp.                          810,687
                                                      -----------
                                                        2,757,931
                                                      -----------

          Drugs & Supplies 12.44%
20,494    American Home Products Corp.                  1,232,202
31,350    Bristol-Myers Squibb                          2,821,500
66,018    Ciba-Geigy AG-ADR                             4,021,816
92,225    Hoechst AG-ADR                                3,113,517
                                                      -----------
                                                       11,189,035
                                                      -----------

          Entertainment 5.53%
50,144    Carnival Cruise Lines, Inc.                   1,447,908
27,400    Harrah's Entertainment, Inc. <F3>               774,050
 7,700    Marriott International, Inc.                    413,875
59,616    Time Warner, Inc.                             2,339,928
                                                      -----------
                                                        4,975,761
                                                      -----------

See notes to financial statements.

                         
                         Discretionary Equity Portfolio
                        Schedule of Investments (cont'd.)

                           June 30, 1996 (Unaudited)

      NUMBER
    OF SHARES                                             VALUE
    ---------                                          ----------
               Financial - Miscellaneous 2.53%
      49,875   Travelers Group, Inc.                   $2,275,547
                                                       ----------
               Food, Tobacco & Beverage 7.65%
      42,950   Loews Corp.                              3,387,681
      33,625   Philip Morris Companies, Inc.            3,497,000
                                                       ----------
                                                        6,884,681
                                                       ----------

               Healthcare - Miscellaneous 1.02%
      42,950   Tenet Healthcare Corp. <F3>                918,056
                                                       ----------

               Household Products 1.03%
      21,500   Duracell International, Inc.               927,187
                                                       ----------

               Insurance 3.90%
      76,793   Allstate Corp.                           3,503,681
                                                       ----------

               Media 3.86%
      55,550   Dun and Bradstreet Corp.                 3,471,875
                                                       ----------

               Metals 2.48%
      37,100   Allegheny Ludlum Corp.                     700,262
      26,650   Aluminum Company of America              1,529,044
                                                       ----------
                                                        2,229,306
                                                       ----------

               Oils 5.21%
      32,366   Amoco Corp.                              2,342,489
      20,943   Mobil Corp.                              2,348,234
                                                       ----------
                                                        4,690,723
                                                       ----------

               Retail 2.25%
      50,042   Federated Department Stores, Inc. <F3>   1,707,683
       8,000   Kroger Co. <F3>                            316,000
                                                       ----------
                                                        2,023,683
                                                       ----------

               Telephone 6.44%
      49,400   AT&T Corp.                               3,062,800
      81,000   Pacific Telesis Group                    2,733,750
                                                       ----------
                                                        5,796,550
                                                       ----------

See notes to financial statements.


                         Discretionary Equity Portfolio
                        Schedule of Investments (cont'd.)

                           June 30, 1996 (Unaudited)

      NUMBER
    OF SHARES                                             VALUE
    ---------                                          ----------
               Toys 2.27%
      32,700   Hasbro, Inc.                          $  1,169,025
      30,353   Mattel, Inc.                               868,855
                                                       ----------
                                                        2,037,880
                                                       ----------

               Transportation 7.97%
      28,234   Burlington Northern Santa Fe Corp.       2,283,425
      24,600   Conrail, Inc.                            1,632,825
      25,900   Trans World Airlines <F3>                  369,075
      41,260   Union Pacific Corp.                      2,883,043
                                                       ----------
                                                        7,168,368
                                                       ----------

               Total Common Stocks
               (cost $72,944,213)                      79,379,233
                                                       ----------

               PREFERRED STOCKS  5.04%

               Communications 1.68%
      40,900   Nokia Corp. Preferred ADS                1,513,300
                                                       ----------

               Media 3.36%
     150,175   News Corp. Ltd. Preferred ADR            3,022,272
                                                       ----------

               Total Preferred Stocks
               (cost $4,446,869)                        4,535,572
                                                       ----------

See notes to financial statements.

                        
                         Discretionary Equity Portfolio
                        Schedule of Investments (cont'd.)

                           June 30, 1996 (Unaudited)
    PRINCIPAL
     AMOUNT                                              VALUE
   ---------                                          ----------
               SHORT-TERM INVESTMENTS 7.13%

               Commercial Paper 1.66%
 $   500,000   Ford Motor Credit, 5.33%, 7/12/96      $   498,953
   1,000,000   Walt Disney,  5.26%, 8/1/96                995,549
                                                      -----------
                                                        1,494,502
                                                      -----------

               Money Market 5.47%
   4,922,081   Money Market Fiduciary                   4,922,081
                                                      -----------

               Total Short-term Investments
               (cost $6,416,583)                        6,416,583
                                                      -----------

               Total Investments 100.42%
               (cost $83,807,665)                      90,331,388
                                                      -----------

               Liabilities, less Cash
               and Other Assets (0.42)%                 (383,493)
                                                      -----------

               NET ASSETS 100.00%                     $89,947,895
                                                      ===========

See notes to financial statements.
<F3> Non-income producing



                                Equity Portfolio
                            Schedule of Investments

                           June 30, 1996 (Unaudited)

      NUMBER
    OF SHARES                                            VALUE
    ---------                                            -----
               COMMON STOCKS  91.27%

               Autos & Trucks 4.36%
      55,800   General Motors Corp.                   $ 2,922,525
      36,450   ITT Industries, Inc.                       915,806
                                                      -----------
                                                        3,838,331
                                                      -----------

               Banks 6.80%
      34,805   Citicorp                                 2,875,763
      34,328   KeyCorp                                  1,330,210
       7,450   Wells Fargo & Co.                        1,779,619
                                                      -----------
                                                        5,985,592
                                                      -----------

               Chemicals 4.39%
      33,208   Du Pont (E.I.) de Nemours & Co.          2,627,583
      17,450   Grace (W.R.) & Co.                       1,236,769
                                                      -----------
                                                        3,864,352
                                                      -----------

               Computer Systems 5.58%
      26,212   Compaq Computer Corp.<F4>                1,290,941
      27,308   International Business Machines Corp.    2,703,492
      38,100   Silicon Graphics, Inc.<F4>                 914,400
                                                      -----------
                                                        4,908,833
                                                      -----------

               Defense 2.85%
      19,300   Boeing Co.                               1,681,513
       1,246   McDonnell Douglas Corp.                     60,431
      11,300   Northrop Grumman Corp.                     769,813
                                                      -----------
                                                        2,511,757
                                                      -----------

               Drugs & Supplies 13.55%
      47,000   Abbott Laboratories                      2,044,500
      15,806   American Home Products Corp.               950,336
      31,200   Bristol-Myers Squibb                     2,808,000
      50,832   Ciba-Geigy AG-ADR                        3,096,685
      89,775   Hoechst AG-ADR                           3,030,804
                                                      -----------
                                                       11,930,325
                                                      -----------

               Entertainment 7.20%
      52,106   Carnival Cruise Lines, Inc.              1,504,561
      26,900   Harrah's Entertainment, Inc.<F4>           759,925
       5,300   Marriott International, Inc.               284,875

See notes to financial statements.


                                Equity Portfolio
                        Schedule of Investments (cont'd.)

                           June 30, 1996 (Unaudited)

     NUMBER
    OF SHARES                                            VALUE
    ---------                                            -----

               Entertainment 7.20% (cont'd.)
      34,030   Philips Electronics N.V.                $1,110,229
      68,184   Time Warner, Inc.                        2,676,222
                                                      -----------
                                                        6,335,812
                                                      -----------

               Financial - Miscellaneous 2.61%
      50,325   Travelers Group, Inc.                    2,296,075
                                                      -----------

               Food, Tobacco & Beverage 7.42%
      41,500   Loews Corp.                              3,273,313
      31,325   Philip Morris Companies, Inc.            3,257,800
                                                      -----------
                                                        6,531,113
                                                      -----------

               Forest, Paper & Containers 0.07%
       1,550   Champion International                      64,713
                                                      -----------
               Healthcare - Miscellaneous 1.02%
      42,100   Tenet Healthcare Corp. <F4>                899,887
                                                      -----------

               Household Products 1.04%
      21,200   Duracell International, Inc.               914,250
                                                      -----------

               Insurance 2.99%
      57,750   Allstate Corp.                           2,634,844
                                                      -----------

               Media 3.73%
      52,500   Dun and Bradstreet Corp.                 3,281,250
                                                      -----------

               Metals 2.50%
      35,000   Allegheny Ludlum Corp.                     660,625
      26,850   Aluminum Company of America              1,540,519
                                                      -----------
                                                        2,201,144
                                                      -----------

               Oils 5.93%
      33,534   Amoco Corp.                              2,427,023
      24,907   Mobil Corp.                              2,792,697
                                                      -----------
                                                        5,219,720
                                                      -----------

               Retail 2.14%
      46,108   Federated Department Stores, Inc. <F4>   1,573,436
       7,800   Kroger Co. <F4>                            308,100
                                                      -----------
                                                        1,881,536
                                                      -----------
See notes to financial statements.


                                Equity Portfolio
                        Schedule of Investments (cont'd.)

                           June 30, 1996 (Unaudited)

     NUMBER
    OF SHARES                                            VALUE
    ---------                                            -----
                                                      
               Telephone 6.68%
      48,900   AT&T Corp.                            $  3,031,800
      81,450   Pacific Telesis Group                    2,748,938
       3,900   TeleDanmark A/S-ADR                         98,962
                                                      -----------
                                                        5,879,700
                                                      -----------

               Toys 2.35%
      33,000   Hasbro, Inc.                             1,179,750
      31,073   Mattel, Inc.                               889,465
                                                      -----------
                                                        2,069,215
                                                      -----------

               Transportation 8.06%
      28,266   Burlington Northern Santa Fe Corp.       2,286,013
      24,900   Conrail, Inc.                            1,652,738
      25,800   Trans World Airlines <F4>                  367,650
      39,890   Union Pacific Corp.                      2,787,314
                                                      -----------
                                                        7,093,715
                                                      -----------

               Total Common Stocks
               (cost $74,047,968)                      80,342,164
                                                      -----------

               PREFERRED STOCKS 4.72%

               Communications 1.63%
      38,850   Nokia Corp. Preferred ADS                1,437,450
                                                      -----------

               Media 3.09%
     135,275   News Corp. Ltd. Preferred ADR            2,722,409
                                                      -----------

               Total Preferred Stocks
               (cost $4,106,835)                        4,159,859
                                                      -----------
                               
See notes to financial statements.                               


                                Equity Portfolio
                        Schedule of Investments (cont'd.)

                           June 30, 1996 (Unaudited)

    PRINCIPAL
     AMOUNT                                              VALUE
    ---------                                            -----


               SHORT-TERM INVESTMENTS 4.32%

               Money Market 4.32%
  $3,806,329   Money Market Fiduciary                $  3,806,329
                                                      -----------

               Total Short-term Investments
               (cost $3,806,329)                        3,806,329
                                                      -----------

               Total Investments 100.31%
               (cost $81,961,132)                      88,308,352
                                                      -----------

               Liabilities, less Cash
               and Other Assets (0.31)%                 (277,566)
                                                      -----------

               NET ASSETS 100.00%                     $88,030,786
                                                      ===========

See notes to financial statements.
<F4> Non-income producing







                                ICAP Funds, Inc.
                      Statements of Assets and Liabilities

                           June 30, 1996 (Unaudited)

                                                DISCRETIONARY
                                                    EQUITY         EQUITY
                                                  PORTFOLIO      PORTFOLIO
                                                  ---------      ---------
ASSETS:
Investments, at fair value
  (cost $83,807,665 and $81,961,132,
  respectively)                                  $90,331,388    $88,308,352
Interest and dividends receivable                    119,223         98,610
Deferred organization costs                           25,412         25,412
Prepaid expenses                                      16,842         15,782
                                                 -----------    -----------
     Total Assets                                 90,492,865     88,448,156
                                                 -----------    -----------

LIABILITIES:
Dividend payable                                     442,022        318,861
Payable to adviser                                    38,721         35,848
Accrued expenses                                      64,227         62,661
                                                 -----------    -----------
     Total Liabilities                               544,970        417,370
                                                 -----------    -----------

NET ASSETS                                       $89,947,895    $88,030,786
                                                 ===========    ===========
NET ASSETS CONSIST OF:
Capital stock                                    $    32,525    $    30,983
Paid-in-capital in excess of par                  81,416,029     79,517,005
Distributions in excess of book
  net investment income                              (3,562)        (4,522)
Undistributed net realized gain
  on investments                                   1,979,180      2,140,100
Net unrealized appreciation on
  investments                                      6,523,723      6,347,220
                                                 -----------    -----------

NET ASSETS                                       $89,947,895    $88,030,786
                                                 ===========    ===========

CAPITAL STOCK, $0.01 PAR VALUE
Authorized                                       100,000,000    100,000,000
Issued and outstanding                             3,252,533      3,098,260

NET ASSET VALUE, REDEMPTION PRICE AND
  OFFERING PRICE PER SHARE                            $27.65         $28.41
                                                      ======         ======


See notes to financial statements.



                                ICAP Funds, Inc.
                            Statements of Operations

               For the Six Months Ended June 30, 1996 (Unaudited)

                                                DISCRETIONARY
                                                    EQUITY         EQUITY
                                                  PORTFOLIO      PORTFOLIO
                                                  ---------       --------
INVESTMENT INCOME:
Dividends                                         $  873,594<F5> $  717,842<F6>
Interest                                             145,866         38,386
                                                   ---------      ---------
                                                   1,019,460        756,228
                                                   ---------      ---------
EXPENSES:
Investment advisory fees                             317,095        270,000
Fund administration and accounting fees               59,073         53,169
Federal and state registration fees                   22,678         20,710
Custody fees                                           9,536          8,791
Shareholder servicing                                  8,764          8,798
Legal fees                                             8,492          8,169
Directors' fees                                        7,539          7,531
Reports to shareholders                                5,024          4,555
Audit fees                                             4,913          4,913
Amortization of organization costs                     3,621          3,620
Other                                                  2,114          1,267
                                                   ---------      ---------


Total expenses before waiver                         448,849        391,523
Waiver of expenses by adviser                      (131,754)      (121,523)
                                                   ---------      ---------
Net expenses                                         317,095        270,000
                                                   ---------      ---------

NET INVESTMENT INCOME                                702,365        486,228
                                                   ---------      ---------

REALIZED AND UNREALIZED GAIN:
Net realized gain on investments                   1,997,595      2,154,385
Change in unrealized appreciation on investments   4,246,566      2,766,827
                                                   ---------      ---------

Net gain on investments                            6,244,161      4,921,212
                                                   ---------      ---------

NET INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS                                  $6,946,526     $5,407,440
                                                  ==========     ==========


<F5> Net of $43,373 in foreign withholding taxes.
<F6> Net of $27,280 in foreign withholding taxes.


See notes to financial statements.



                                ICAP Funds, Inc.
                      Statements of Changes in Net Assets

                                  (Unaudited)

                                                DISCRETIONARY     DISCRETIONARY
                                                    EQUITY           EQUITY
                                                  PORTFOLIO         PORTFOLIO
                                               SIX MONTHS ENDED    YEAR ENDED
                                                JUNE 30, 1996     DEC. 31, 1995
                                                -------------     -------------

OPERATIONS:
Net investment income                            $   702,365      $   303,024
Net realized gain on investments                   1,997,595        1,751,535
Change in unrealized appreciation                  
   on investments                                  4,246,566        2,277,157
                                                  ----------       ----------
Net increase in net assets
  resulting from operations                        6,946,526        4,331,716
                                                  ----------       ----------

DISTRIBUTIONS PAID FROM:
Net investment income                              (708,566)        (300,886)
In excess of book net investment income              (3,562)                -
Net realized gain on investments                           -      (1,751,535)
In excess of book net realized gain
   on investments                                          -         (18,415)
                                                  ----------       ----------
Net decrease in net assets resulting from
   distributions paid                              (712,128)      (2,070,836)
                                                  ----------       ----------

CAPITAL SHARE TRANSACTIONS:
Shares sold                                       49,329,208       33,190,611
Shares issued to holders in reinvestment
  of distributions                                   268,125        1,982,225
Shares redeemed                                  (3,246,269)        (170,283)
                                                  ----------       ----------
Net increase in net assets resulting from
   capital share transactions                     46,351,064       35,002,553
                                                  ----------       ----------
                                                  
TOTAL INCREASE IN NET ASSETS                      52,585,462       37,263,433

NET ASSETS:
Beginning of period                               37,362,433           99,000
                                                 -----------      -----------
End of period                                    $89,947,895      $37,362,433
                                                 ===========      ===========

See notes to financial statements.






                                ICAP Funds, Inc.
                      Statements of Changes in Net Assets

                                  (Unaudited)

                                                    EQUITY           EQUITY
                                                  PORTFOLIO         PORTFOLIO
                                               SIX MONTHS ENDED    YEAR ENDED
                                                JUNE 30, 1996     DEC. 31, 1995
                                                -------------     -------------

OPERATIONS:
Net investment income                            $   486,228    $   356,342
Net realized gain on investments                   2,154,385      2,362,765
Change in unrealized appreciation
   on investments                                  2,766,827      3,580,393
                                                  ----------     ----------
Net increase in net assets resulting
  from operations                                  5,407,440      6,299,500
                                                  ----------     ----------

DISTRIBUTIONS PAID FROM:
Net investment income                              (486,279)      (356,342)
In excess of book net investment income              (4,522)        (4,012)
Net realized gain on investments                           -    (2,362,765)
In excess of book net realized gain
   on investments                                          -       (14,285)
                                                  ----------     ----------
Net decrease in net assets resulting from
   distributions paid                              (490,801)    (2,737,404)
                                                  ----------     ----------

CAPITAL SHARE TRANSACTIONS:
Shares sold                                       46,033,349     42,888,716
Shares issued to holders in
  reinvestment of distributions                      148,629      2,429,267
Shares redeemed                                  (9,855,449)    (2,093,461)
                                                  ----------     ----------
Net increase in net assets resulting from
   capital share transactions                     36,326,529     43,224,522
                                                  ----------     ----------

TOTAL INCREASE IN NET ASSETS                      41,243,168     46,786,618

NET ASSETS:
Beginning of period                               46,787,618          1,000
                                                  ----------     ----------
End of period                                    $88,030,786    $46,787,618
                                                 ===========    ===========
See notes to financial statements.





                                ICAP Funds, Inc.
                              Financial Highlights

                                  (Unaudited)

                                           DISCRETIONARY       DISCRETIONARY
                                               EQUITY              EQUITY
                                             PORTFOLIO           PORTFOLIO
(For a share outstanding                  SIX MONTHS ENDED       YEAR ENDED
throughout the period)                     JUNE 30, 1996     DEC. 31, 1995 <F7>
- ------------------------                   -------------     ------------------

Net asset value, beginning of period            $25.42             $20.00

Income from investment operations:
  Net investment income                           0.22               0.31
  Net realized and unrealized gain
     on investments                               2.23               6.70
                                                ------             ------
    Total income from investment operations       2.45               7.01

Less distributions:
  From net investment income                     (0.22)             (0.31)
  From net realized gain on investments           -                 (1.27)
  In excess of book net realized gain
     on investments                               -                 (0.01)
                                                 ------            ------
    Total distributions                          (0.22)             (1.59)
                                                 ------            ------

Net asset value, end of period                  $27.65             $25.42
                                                 ======            ======

Total return <F8>                                 9.66%             35.21%

Supplemental data and ratios:
  Net assets, end of period (in thousands)      $89,948            $37,362
  Ratio of expenses to average net
     assets<F9><F10>                              0.80%              0.80%
  Ratio of net investment income
     to average net assets<F9><F10>               1.77%              1.71%
  Portfolio turnover rate<F8>                       70%               102%
  Average commission rate paid on portfolio
    investment transactions                     $0.0313               N/A

<F7> Commencement of operations January 1, 1995.
<F8> Not annualized for the six months ended June 30, 1996.
<F9> Net of waivers by ICAP. Without waivers of expenses, the ratio of expenses
to average net assets would have been 1.13% and 1.56%, and the ratio of net
investment income to average net assets would have been 1.44% and 0.95% for the
six months ended June 30, 1996, and the year ended December 31, 1995,
respectively.
<F10> Annualized.

See notes to financial statements.




                                ICAP Funds, Inc.
                              Financial Highlights

                                  (Unaudited)

                                               EQUITY              EQUITY
                                             PORTFOLIO           PORTFOLIO
(For a share outstanding                  SIX MONTHS ENDED       YEAR ENDED
throughout the period)                     JUNE 30, 1996     DEC. 31, 1995 <F11>
- ------------------------                   -------------     ------------------

Net asset value, beginning of period           $26.03              $20.00

Income from investment operations:
  Net investment income                          0.17                0.28
  Net realized and unrealized gain
     on investments                              2.38                7.45
                                               ------              ------
    Total income from investment operations      2.55                7.73

Less distributions:
  From net investment income                    (0.17)              (0.28)
  From net realized gain on investments          -                  (1.41)
  In excess of book net realized gain
     on investments                              -                  (0.01)
                                                ------              ------
    Total distributions                         (0.17)              (1.70)
                                                ------              ------

Net asset value, end of period                 $28.41              $26.03
                                               ======              ======

Total return<F12>                                9.80%              38.85%

Supplemental data and ratios:
  Net assets, end of period (in thousands)     $88,031             $46,788
  Ratio of expenses to average
     net assets <F13><F14>                       0.80%               0.80%
  Ratio of net investment income to average
    net assets <F13><F14>                        1.44%               1.49%
  Portfolio turnover rate<F12>                     62%                105%
  Average commission rate paid on portfolio
    investment transactions                    $0.0328                N/A

<F11> Commencement of operations January 1, 1995.
<F12> Not annualized for the six months ended June 30, 1996.
<F13> Net of waivers by ICAP. Without waivers of expenses, the ratio of expenses
to average net assets would have been 1.16% and 1.44%, and the ratio of net
investment income to average net assets would have been 1.08% and 0.85%, for the
six months ended June 30, 1996, and the year ended December 31, 1995,
respectively.
<F14> Annualized.

See notes to financial statements.




                         Notes to Financial Statements
                           June 30, 1996 (Unaudited)

                                1. Organization

ICAP Funds, Inc. ("ICAP") was incorporated on November 1, 1994 under the laws
of the State of Maryland and is registered as an open-end management investment
company under the Investment Company Act of 1940. Both the Discretionary Equity
and Equity Portfolios (the "Portfolios") are diversified portfolios of ICAP.
The Discretionary Equity and Equity Portfolios issued and sold 4,950 and 50
shares of common stock, respectively ("initial shares") at $20 per share to
Institutional Capital Corporation. Institutional Capital Corporation is the
investment adviser (the "Adviser") to the Portfolios. Both Portfolios
commenced operations on January 1, 1995. The costs incurred in connection with
the organization, initial registration and public offering of shares of the
Portfolios aggregated $36,288 and $36,287 for the Discretionary Equity and
Equity Portfolios, respectively. These costs are being amortized over the period
of benefit, but not to exceed 60 months from each Portfolio's commencement of
operations. The proceeds of any redemption of the initial shares by the original
stockholder or any transferee will be reduced by a pro rata portion of any then
unamortized organization expenses in the same proportion as the number of
initial shares being redeemed bears to the number of initial shares outstanding
at the time of such redemption.


                       2. Significant Accounting Policies

The following is a summary of significant accounting policies consistently
followed by ICAP in the preparation of its financial statements. These policies
are in conformity with generally accepted accounting principles.

a) Investment Valuation - Common stocks and other equity-type securities are
valued at the last sales price on the national securities exchange or Nasdaq on
which such securities are primarily traded; however, securities traded on a
national securities exchange or Nasdaq for which there were no transactions on a
given day or securities not listed on an exchange or Nasdaq are valued at the
most recent bid prices.  Debt securities are valued by a pricing service that
utilizes electronic data processing techniques to determine values for normal
institutional-sized trading units of debt securities without regard to the
existence of sale or bid prices when such values are believed to more accurately
reflect the fair value of such securities; otherwise, actual sale or bid prices
are used.  Any securities or other assets for which market quotations are not
readily available are valued at fair value as determined in good faith by the
Board of Directors.  Debt securities having remaining maturities of 60 days or
less when purchased are valued by the amortized cost method when the Board of
Directors determines that the fair value of such securities is their amortized
cost.  Under this method of valuation, a security is initially valued at its
acquisition cost, and thereafter, amortization of any discount or premium is
recognized daily.

b) Federal Income Taxes  - No provision for federal income taxes has been made
since the Portfolios have complied to date with the provisions of the Internal
Revenue Code available to regulated investment companies and intend to continue
to so comply in future years.

c) Distributions to Shareholders - Dividends from net investment income are
declared and paid quarterly.  Dividends differ from book net investment income
due to the nondeductible tax treatment of items such as organization costs.
Distributions of net realized capital gains, if any, will be declared at least
annually.  Distributions to shareholders are recorded on the ex-dividend date.
The character of distributions made during the year from net investment income
or net realized gain may differ from the characterization for federal income tax
purposes due to differences in the recognition of income, expense and gain items
for financial statement and tax purposes.  Where appropriate, reclassifications
between net asset accounts are made for such differences that are permanent in
nature.

d) Short-term Investments - The Portfolios maintain uninvested cash in a bank
overnight investment vehicle at their custodian.  This may present credit risk
to the extent the custodian fails to perform in accordance with the custody
agreement.  The creditworthiness of the custodian is monitored and this
investment is considered to present minimal credit risk by the Portfolios'
Adviser.

e) Other - Investment transactions are accounted for on the trade date plus one.
The Portfolios determine the gain or loss realized from the investment
transactions by comparing the original cost of the security lot sold with the
net sale proceeds.  Dividend income is recognized on the ex-dividend date and
interest income is recognized on an accrual basis.


                          3. Capital Share Transactions

Transactions in shares of the Portfolios were as follows:

                                     Discretionary
                                        Equity                  Equity
                                       Portfolio               Portfolio
                               -----------------------  --------------------
                               Six months       Year    Six months     Year
                                 Ended         Ended      Ended        Ended
                                June 30,      Dec. 31,   June 30,    Dec. 31,
                                  1996          1995       1996        1995
                               ---------     ---------  ---------    ---------

Shares sold                    1,890,393    1,392,981   1,662,843   1,783,850
Shares issued to holders in
  reinvestment of
  distributions                    9,803       78,723       5,282      94,610
Shares redeemed                (117,237)      (7,080)   (367,358)    (81,017)
                              ----------   ----------  ----------  ----------
Net increase                   1,782,959    1,464,624   1,300,767   1,797,443
                              ==========   ==========  ==========  ==========





                           4. Investment Transactions
                           
The aggregate purchases and sales of securities, excluding short-term
investments and U.S. government obligations, for the Portfolios for the six
months ended June 30, 1996 are summarized below:

                               Discretionary
                                  Equity         Equity
                                 Portfolio      Portfolio
                                ----------      --------

          Purchases            $93,020,660    $75,405,079
          Sales                $49,745,587    $41,775,219


There were no purchases or sales of U.S. government obligations.  At June 30,
1996, gross unrealized appreciation and depreciation of investment for the
Discretionary Equity and Equity Portfolios, respectively, were as follows:


                               Discretionary
                                  Equity         Equity
                                 Portfolio      Portfolio
                                ----------     ----------

          Appreciation          $7,524,872     $7,678,979
          Depreciation         (1,001,149)    (1,331,759)
                                ----------     ----------
          Net appreciation on
             investments        $6,523,723     $6,347,220
                                ==========     ==========


                        5. Investment Advisory Agreement
                        
The Portfolios have an agreement with the Adviser, with whom certain officers
and directors of ICAP are affiliated, to furnish investment advisory services to
the Portfolios.  Under the terms of this agreement, the Portfolios will pay the
Adviser a monthly fee at the annual rate of 0.80% of average net assets.  Under
the investment advisory agreement, if the aggregate annual operating expenses
(excluding interest, taxes, brokerage commissions and other costs incurred in
connection with the purchase or sale of portfolio securities, and extraordinary
items) exceed 0.80%, the Adviser will reimburse the Portfolios for the amount of
such excess.


Directors

Robert H. Lyon
Pamela H. Conroy
Gary S. Maurer
Dr. James A. Gentry
Barbara A. Chiesa
Harold W. Nations
Donald D. Niemann
Joseph A. Hays


Officers

Robert H. Lyon
President

Pamela H. Conroy
Vice President and Treasurer

Donald D. Niemann
Vice President and Secretary


Investment Adviser

Institutional Capital Corporation
225 West Wacker Drive, Suite 2400
Chicago, Illinois 60606


Custodian

United Missouri Bank, n.a.
928 Grand Avenue
Kansas City, Missouri 64141


Transfer Agent
and Dividend-
Disbursing Agent

Sunstone Financial Group, Inc.
207 East Buffalo Street, Suite B-12
P.O. Box 2160
Milwaukee, Wisconsin 53201-2160


Administrator and
Fund Accountant

Sunstone Financial Group, Inc.
207 East Buffalo Street, Suite 400
Milwaukee, Wisconsin 53202


Auditors

Coopers & Lybrand L.L.P.
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202


Legal Counsel

Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
    
    
    This financial statement is submitted for the general information 
       of the shareholders of the ICAP Funds. It is not authorized 
        for distribution to prospective investors unless preceded 
               or accompanied by an effective prospectus.
                    
                    
ICAP Funds, Inc.     225 West Wacker Drive     Suite 2400    Chicago, Il  60606




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