GOVERNOR FUNDS
N-8A, 1998-10-01
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-8A

                          NOTIFICATION OF REGISTRATION
                      FILED PURSUANT TO SECTION 8(a) of the
                         INVESTMENT COMPANY ACT OF 1940


                  The undersigned investment company hereby notifies the
Securities and Exchange Commission that it registers under and pursuant to the
provisions of Section 8(a) of the Investment Company Act of 1940 and in
connection with such notification of registration submits the following
information:

                       ----------------------------------



Name:                            GOVERNOR FUNDS

                      Address of Principal Business Office
                     (No. & Street, City, State, Zip Code):

                                3435 Stelzer Road
                              Columbus, Ohio 43219

             Telephone Number (including Area Code): (614) 470-8000

                Name and address of agent for service of process:

                                Lana V. Burkhardt
                              23 North Front Street
                              Harrisburg, PA 17105

                                   Copies to:

                           Michael P. Malloy, Esquire
                           Drinker Biddle & Reath LLP
                       Philadelphia National Bank Building
                              1345 Chestnut Street
                      Philadelphia, Pennsylvania 19107-3496
                       -----------------------------------


Check Appropriate Box:

Registrant is filing a Registration Statement pursuant to Section 8(b) of the
Investment Company Act of 1940 concurrently with the filing of Form N-8A:

[ ] No
[X] Yes

<PAGE>   2
                                   SIGNATURES


     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on its
behalf of the City of Harrisburg and State of Pennsylvania, as of the __ day of
September, 1998.




                                            GOVERNOR FUNDS


                                            By:   /s/ Lana V. Burkhardt
                                               -------------------------------
                                               Lana V. Burkhardt
                                               President

Attest: /s/ Robert E. Leech
       ---------------------------


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