FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The GNMA Fund Investment Accumulation Program, Inc.
c/o Merrill Lynch, Pierce, Fenner &
Smith Incorporated
P.O. Box 9051
Princeton, N.J. 08543-9051
2. Name of each series or class of funds for which this notice is filed:
Common Stock, $.01 par value ("Shares")
3. Investment Company Act File Number:
811-2788
Securities Act File Number:
33-60367
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):
Not applicable.
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:
5,020,238
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:
1,132,204 Shares $23,102,353 Aggregate Sale Price
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
1,132,204 Shares $23,102,353 Aggregate Sale Price
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):
639,093 Shares $13,043,853 Aggregate Sale Price
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) $23,102,353
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): 13,043,853
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): 43,181,951
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0.00
(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) 0.00
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
instruction C.6): x_1/33rd_of_1%
~~~~~~~~~~~~~~
$0.00
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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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
Not applicable.
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.
The GNMA Fund Investment
Accumulation Program, Inc.
By /s/ Gerard J. Fenerty
Treasurer
Date February 27, 1997
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
February 28, 1997
The GNMA Fund Investment Accumulation
Program, Inc.
c/o Merrill Lynch, Pierce, Fenner &
Smith Incorporated
P.O. Box 9051
Princeton, N.J. 08543-9051
Dear Sirs:
We have acted as special counsel for
The GNMA Fund Investment Accumulation Program, Inc.
(the "Company"), an open-end management investment company registered under
the Investment Company Act of 1940 (the "1940 Act"),
in connection with the incorporation thereof and the registration of its
shares of Common Stock, $.01 par value (the "Shares"), under the Securities
Act of 1933.
We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such
documents and instruments as we have deemed necessary or
advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that the
Shares, the registration of which the accompanying notice pursuant to Rule
24f-2 under the 1940 Act makes definite in number, were legally issued,
fully paid and non-assessable.
In giving the opinion set forth above, we have relied as to all
matters of Maryland law on the opinion dated February 28, 1997 of Weinberg
& Green LLC, special Maryland counsel for the Company, enclosed herewith.
We hereby consent to the delivery to the Securities and Exchange
Commission of this opinion, accompanying said notice pursuant to said Rule
24f-2, in accordance with clause (b)(1) of said Rule.
Very truly yours,
/s/ Davis Polk & Wardwell
WEINBERG & GREEN LLC
Attorneys at Law
100 South Charles Street
Baltimore, Maryland 21201-2773
February 28, 1997
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Re: Shares Issued in 1996 by The GNMA Fund
Investment Accumulation Program, Inc._
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Ladies and Gentlemen:
You have requested our opinion, as special Maryland counsel,
concerning the issuance in 1996 of the 1,132,204 shares of Common Stock
$.01 par value (the "Shares"), of The GNMA Fund Investment Accumulation
Program, Inc., a Maryland corporation (the "Company"), referred to in
paragraph (10) of the attached Rule 24f-2 Notice under the Investment
Company Act of 1940.
We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
certificates of public and Company officers, and instruments as we have
deemed necessary and advisable for the purpose of rendering the opinion
hereinafter set forth.
Based upon the foregoing, we are of the opinion that the Shares,
assuming due issuance thereof and receipt of payment therefor in accordance
with the Charter and Bylaws of the Company, were legally issued, fully paid
and non-assessable.
The foregoing opinion is limited to matters of Maryland law, and
we express no opinion herein as to law of any other jurisdiction. We
hereby consent to the delivery of the Securities and Exchange Commission of
this opinion accompanying the aforesaid Rule 24f-2 Notice.
Very truly yours,
Weinberg & Green LLC
By: /s/ Robert A. Spar
