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 securities for which this Form is filed
(If the Form is being filed for all series and classes of securities of
the issuer, check the box but do not list series or classes):
[ ]
3. Investment Company Act File Number: 811-8850
Securities Act File Number: 33-86006
4.(a) Last day of fiscal year for which this notice is filed: December 31, 1998
4.(b) Check box if this Form is being filed late (i.e. more than 90 calendar
days after the end of the Issuer's fiscal year). (See Instruction A-2)
[ ]
Note: If this Form is being filed late, interest must be paid on the
registration fee due:
4.(c) Check box if this is the last time the issuer will be filing this form.
[ ]
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year
pursuant to section 24(f): $530,929,735
------------
(ii) Aggregate price of securities
redeemed or repurchased during
the fiscal year: $164,122,188
------------
(iii) Aggregate price of securities
redeemed or repurchased during any
PRIOR fiscal year ending no earlier
than October 11, 1995 that were not
previously used to reduce registration
fees payable to the Commission: $0
----------
(iv) Total available redemption credits
(add items 5(ii) and 5(iii): -$164,122,188
------------
(v) Net sales - if item 5(i) is greater
than item 5(iv) [subtract item 5(iv) $366,807,547
from item 5(i)]: ------------
(vi) Redemption credits available for use
in future years - if item 5(i) is less
than item 5(iv) [subtract item 5(iv) $0
from item 5(i)]: ----------
(vii) Multiplier for determining registration
fee (see Instruction C.9): x .000278
---------
(viii) Registration fee due [multiply item
5(v) by item 5(vii)]
(enter "0" if no fee is due): = $101,972.50
===========
6. Prepaid Shares
If the reponse to item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant
to rule 24e-2 as in effect before October 11, 1997, then report the amount
of securites (number of shares or other units) deducted here:_____________.
If there is a number of shares or other units that were registered pursuant
to rule 24e-2 remaining unsold at the end of the fiscal year for which this
form is filed that are available for use by the issuer in future fiscal
years, then state that number here: none.
7. Interest due - if this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see Instruction D): +$0
---------
8. Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]: = $101,972.50
------------
9. Date the registration fee and any interest payment was sent
to the Commission's lockbox depository:
Method of Delivery:
[x] Wire Transfer March 16, 1999
[ ] Mail or other means CIK#0000932510
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)<F1> /s/ Pamela H. Conroy
--------------------------------
Vice President and Treasurer
Date March 5, 1999
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<F1> Please print the name and title of the signing officer below the
signature.
