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, 1996
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:
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:
Discretionary Equity Portfolio -
Number: 2,292,674 Sale Price: $60,577,180
Equity Portfolio -
Number: 3,514,078 Sale Price: $101,599,973
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: 2,292,674 Sale Price: $60,577,180
Equity Portfolio -
Number: 3,514,078 Sale Price: $101,599,973
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: 271,211 Sale Price: $7,940,201
Equity Portfolio -
Number: 222,754 Sale Price: $6,875,245
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): $162,177,153
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +14,815,446
(iii) Aggregate price of shares
redeemed or repurchased during the fiscal
year (if applicable): -29,553,145
(iv) Aggregate price of shares redeemed
or repurchased and previously applied as
a reduction to filing fees pursuant to +-0-
rule 24e-2 (if applicable):
(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): 147,439,454
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933 or
other applicable law or regulation (see
Instruction C.6): x1/3300
(vii)Fee due [line (i) or line (v)
multiplied by line (vi)]: $44,678.62
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 14, 1997
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 14, 1997
*Please print the name and title of the signing officer
below the signature.
GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin 53202-3590
Phone: (414) 273-3500 Fax: (414) 273-5198
February 14, 1997
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, 1996 of an aggregate of 5,806,752 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 14,
1997, (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, 1996, 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.
