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: Government Investors Trust, 1655
Fort Myer Drive, Arlington, Virginia 22209
2. Name of each series or class of funds for which this
notice is filed:
Government Investors Trust
3. Investment Company Act File Number: 811-2910
Securities Act File Number: 2-63713
4. Last day of fiscal year for which this notice is filed:
March 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 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: 0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities sold
during the fiscal year: 98,828,888 shares for $98,828,888
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10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: 98,828,888 shares for $98,828,888
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):
2,540,729 shares for $2,540,729
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): $98,828,888
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 2,540,729
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable) -108,713,601
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
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): ($7,343,984)
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): 1/29 of 1%
(vii)Fee due (line (i) or line (v) multiplied
by line (vi): 0
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 Information and Other
Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
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) (signature)
W. Richard Mason,
Assistant Secretary
Date May 20, 1996
Sullivan & Worcester
A registered Limited Liability Partnership
1025 Connecticut Avenue, NW
Washington, DC 20036
Telephone: 202.775.8190
Facsimile: 202.293.2275
May 20, 1996
Government Investors Trust
1655 Fort Myer Drive
Arlington, Virginia 22209
Rule 24f-2 Notice
Registration Statement File No. 811-2910
Ladies and Gentlemen:
Government Investors Trust (the "Trust"), a Massachusetts business
trust, proposes to file with the Securities and Exchange Commission
pursuant to the provisions of Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Act"), a notice making
definite the registration of 101,369,617 shares authorized by the
Board of Trustees of the Trust (the "Shares"), which were sold in
reliance upon registration pursuant to Rule 24f-2 during the fiscal
year ended March 31, 1996.
We have made such investigations and have relied upon originals or
copies, certified or otherwise identified to our satisfaction, of
such records, instruments, certificates, memoranda and other
documents as we have deemed necessary or advisable for purposes of
this opinion. In that examination, we have assumed the genuineness
of all signatures, the authenticity of all documents purporting to
be originals, and the conformity to the originals of all documents
purporting to be copies.
Based upon and subject to the foregoing, we hereby advise you that,
in our opinion, the Shares, the registration of which is being made
definite by the notice referred to above, are validly and legally
issued, fully paid and nonassessable. For purposes of this letter,
we express no opinion as to compliance with the Securities Act of
1933, as amended, applicable state laws regulating the sale of
securities, or the Act.
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We consent to your filing this opinion as an exhibit to the notice
referred to above.
Very truly yours,
(signature)
Sullivan & Worcester LLP
