<PAGE>
<PAGE>
<REDLINE>
THIS DOCUMENT IS A COPY OF POST-EFFECTIVE AMENDMENT NO. 29 TO A
REGISTRATION STATEMENT ON FORM N-1A FILED ON JANUARY 26, 1996 ON
BEHALF OF FUND FOR GOVERNMENT INVESTORS, INC. PURSUANT TO A RULE
201 TEMPORARY HARDSHIP EXEMPTION.
As Filed With The Securities And Exchange Commission on January
26, 1996.
File Nos. 2-52552 and 811-2539
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X)
Pre-Effective Amendment No. ( )
Post-Effective Amendment No. 29 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 (X)
Amendment No. 18 (X)
FUND FOR GOVERNMENT INVESTORS, INC.
(Exact Name of Registrant as Specified in Charter)
4922 Fairmont Avenue, Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)
(301) 657-1500
(Registrant's Telephone Number, Including Area Code)
Richard J. Garvey
4922 Fairmont Avenue
Bethesda, Maryland 20814
(Name and Address of Agent for Service of Process)
Copies to:
James Bernstein, Esq.
Jorden Burt Berenson & Johnson LLP
1025 Thomas Jefferson Street, N.W.
Suite 400 East
Washington, D. C. 20007
<PAGE>
<PAGE>
Approximate Date of Commencement of the Proposed Public Offering
of the Securities:
It is proposed that this filing will become effective (check
appropriate box):
immediately upon filing pursuant to paragraph (b) of
rule 485.
on (date) pursuant to paragraph (b) (1) (v) of rule
485.
X 60 days after filing pursuant to paragraph (a) (1) of
rule 485.
on (date) pursuant to paragraph (a) (1) of rule 485.
75 days after filing pursuant to paragraph (a) (2) of
rule 485.
on (date) pursuant to paragraph (a) (2) of rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new
effective date for a previously-filed post-effective
amendment.
The Registrant has previously filed a declaration of indefinite
registration of its shares pursuant to Rule 24f-2 under the
Investment Company Act of 1940. The Rule 24f-2 Notice for the
Registrant s fiscal year ended December 31, 1994 was filed on
February 22, 1995.
<\REDLINE>
<PAGE>
<PAGE>
FUND FOR GOVERNMENT INVESTORS, INC.
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET
<REDLINE>
Required By Rule 495(a) Under
The Securities Act of 1933
<\REDLINE>
Form N-1A Location in
Item No. Registration Statement
Part A. Information Required in Prospectus
1. Cover Page Outside Front Cover Page
of Prospectus
2. Synopsis Fee Table
3. Condensed Financial Financial Highlights
Information
<REDLINE>
4. General Description of Organization and
Registrant Description of Common
Stock; Management of the
Fund; Taxes; Investment
Objective and Policies
<\REDLINE>
5. Management of the Fund Management of the Fund
<PAGE>
<PAGE>
Form N-1A Location in
Item No. Registration Statement
<REDLINE>
5A. Management's Discussion Not Applicable
of Fund Performance
6. Capital Stock and Other Organization and
Securities Description Common
Stock; Dividends; Taxes
7. Purchase of Securities How to Invest in the
Being Offered Fund; How to Redeem an
Investment
(Withdrawals); Tax-
Sheltered Retirement
Plans; Net Asset Value;
Investors' Accounts
<\REDLINE>
8. Redemption or Repurchase How to Redeem an
Investment (Withdrawals)
9. Legal Proceedings Not Applicable
10. Cover Page Outside Front Cover Page
of Statement of
Additional Information
Part B: Information Required In
Statement of Additional Information
11. Table of Contents Table of Contents
12. General Information and Not Applicable
History
<PAGE>
<PAGE>
Form N-1A Location in
Item No. Registration Statement
<REDLINE>
13. Investment Objectives and Investment Objective and
Policies Policies; Investment
Restrictions
<\REDLINE>
14. Management of the Management of the Fund
Registrant
<REDLINE>
15. Control Persons and Management of the Fund;
Principal Holders of Principal Holders of
Securities Securities; Investment
Advisory and Other
Services
16. Investment Advisory and Investment Advisory and
Other Services Other Services; Auditors
and Financial Statements
17. Brokerage Allocation Not Applicable
<\REDLINE>
18. Capital Stock and Other Not Applicable
Securities
<PAGE>
<PAGE>
Form N-1A Location in
Item No. Registration Statement
<REDLINE>
19. Purchase, Redemption and Net Asset Value
Pricing of Securities
Being Offered
20. Tax Status Not Applicable
21. Underwriters Not Applicable
22. Calculations of Calculation of Yield
Performance Data Quotations
23. Financial Statements Auditors and Financial
Statements
<\REDLINE>
Part C: Other Information
24. Financial Statements and Financial Statements and
Exhibits Exhibits
25. Persons Controlled by or Persons Controlled by or
Under Under Common Control
Common Control
<REDLINE>
26. Number of Holders of Number of Holders of
Securities Securities
<\REDLINE>
27. Indemnification Indemnification
<PAGE>
<PAGE>
Form N-1A Location in
Item No. Registration Statement
28. Business and Other Business and Other
Connections Connections of
of Investment Adviser Investment Adviser
29. Principal Underwriters Principal Underwriters
30. Location of Accounts and Location of Accounts and
Records Records
31. Management Services Management Services
32. Undertakings Undertakings
33. Signatures Signatures
<PAGE>
<PAGE>
PART A
<PAGE>
<PAGE>
FUND FOR GOVERNMENT INVESTORS, INC.
<REDLINE>
A Money Market Fund
<\REDLINE>
4922 Fairmont Avenue, Bethesda, Maryland 208l4
(800) 343-3355
(301) 657-1500
<REDLINE>
Fund For Government Investors, Inc. (the "Fund") is an investment
company that invests in short-term marketable debt securities
issued by the United States Government, its agencies and
instrumentalities, and repurchase agreements secured by such
securities, with the sole objective of achieving current income
with safety of principal.
Investors should read this Prospectus and retain it for future
reference. It is designed to set forth concisely the information
an investor should know before investing in the Fund. A
Statement of Additional Information, dated _____________, 1996,
containing additional information about the Fund has been filed
with the Securities and Exchange Commission and is incorporated
herein by reference. A copy of the Statement of Additional
Information may be obtained, without charge, by writing or
telephoning the Fund.
The shares offered by this Prospectus are not deposits or
obligations of any bank, are not endorsed or guaranteed by any
bank, and are not insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other governmental
agency.
<\REDLINE>
THE SECURITIES OF THE FUND ARE NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.
<REDLINE>
The date of this Prospectus and of the Statement of Additional
Information is _________________, 1996.
<\REDLINE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
<PAGE>
FEE TABLE
The following table illustrates all expenses and fees that a
shareholder of the Fund will incur:
<REDLINE>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases,
Including Reinvested Dividends
(as a percentage of offering price) None
Redemption Fees None
Exchange Fees None
Monthly Account Fee (for accounts under $500) $5.00
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management Fees 0.50 %
12b-1 Fees None
Other Expenses 0.25 %
Total Fund Operating Expenses 0.75 %
<\REDLINE>
Example
<REDLINE>
Assuming a hypothetical investment of $1,000 in the Fund, a 5%
annual return, and redemption at the end of each time period, an
investor in the Fund would pay transaction and operating expenses
at the end of each year as follows:
1 Year 3 Years 5 Years 10 Years
$ 8 $ 25 $ 43 $ 95
<\REDLINE>
The same level of expenses would be incurred if the investment
were held throughout the period indicated.
<PAGE> 2
<PAGE>
<REDLINE>
The preceding table of fees and expenses is provided to assist
investors in understanding the various costs and expenses that an
investor in the Fund will incur directly or indirectly. The
percentages shown above are based on actual expenses incurred by
the Fund. The 5% assumed annual return is for comparison
purposes only. The actual annual return for the Fund may be more
or less depending on market conditions, and the actual expenses
an investor incurs in future periods may be more or less than
those shown above and will depend on the amount invested and on
the actual growth rate of the Fund. The example should not be
considered a representation of past or future expenses. For more
complete information about the various costs and expenses of the
Fund, see "Management of the Fund" in the Prospectus and in the
Statement of Additional Information.
<\REDLINE>
<PAGE> 3
<PAGE>
Fund For Government Investors, Inc.
FINANCIAL HIGHLIGHTS
Audited
<TABLE>
<CAPTION>
For the Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Per share Operating
Performance:
Net Asset Value -
Beginning of Year $ 1.00 $ 1.00 $ 1.00
Net Investment Income 0.033 0.023 0.030
Net Realized and
Unrealized Gains on
Securities --- --- ---
Net Increase in Net Asset
Value Resulting from
Operations 0.033 0.023 0.030
Dividends to Shareholders (0.033) (0.023) (0.030)
Distributions to
Shareholders from Net
Realized Capital Gains --- --- ---
Net Increase in Net Asset
Value 0.00 0.00 0.00
Net Assets Value - End of
Year $ 1.00 $ 1.00 $ 1.00
Total Investment Return 3.38% 2.37% 3.02%
Ratios to Average Net
Assets:
Expenses 0.75% 0.75% 0.71%
Net Investment Income 3.31% 2.32% 3.00%
Supplementary Data:
Portfolio Turnover Rate --- --- ---
Number of Shares
Outstanding at End of
Year (000's omitted) 524,154 600,766 751,925
<PAGE> 4
<PAGE>
For the Year Ended December 31,
1991 1990 1989
<S> <C> <C> <C>
Per share Operating
Performance:
Net Asset Value -
Beginning of Year $ 1.00 $ 1.00 $ 1.00
Net Investment Income 0.053 0.071 0.082
Net Realized and
Unrealized Gains on
Securities --- --- ---
Net Increase in Net Asset
Value Resulting from
Operations 0.053 0.071 0.082
Dividends to Shareholders (0.053) (0.071) (0.082)
Distributions to
Shareholders from Net
Realized Capital Gains --- --- ---
Net Increase in Net Asset
Value 0.00 0.00 0.00
Net Assets Value - End of
Year $ 1.00 $ 1.00 $ 1.00
Total Investment Return 5.38% 7.38% 8.51%
Ratios to Average Net
Assets:
Expenses 0.69% 0.71% 0.72%
Net Investment Income 5.29% 7.13% 8.19%
Supplementary Data:
Portfolio Turnover Rate --- --- ---
Number of Shares
Outstanding at End of
Year (000's omitted) 796,655 857,418 704,479
<PAGE> 5
<PAGE>
For the Year Ended December 31,
1988 1987 1986 1985
<S> <C> <C> <C> <C>
Per share Operating
Performance:
Net Asset Value -
Beginning of Year $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income 0.064 0.057 0.058 0.074
Net Realized and
Unrealized Gains on
Securities --- --- --- ---
Net Increase in Net Asset
Value Resulting from
Operations 0.064 0.057 0.058 0.074
Dividends to Shareholders (0.064) (0.057) (0.058) (0.074)
Distributions to
Shareholders from Net
Realized Capital Gains --- --- --- ---
Net Increase in Net Asset
Value 0.00 0.00 0.00 0.00
Net Assets Value - End of
Year $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Investment Return 6.66% 5.81% 5.97% 7.65%
<REDLINE>
Ratios to Average Net
Assets:
Expenses 0.73% 0.72% 0.73% 0.70%
Net Investment Income 6.44% 5.66% 5.81% 7.40%
<\REDLINE>
Supplementary Data:
Portfolio Turnover Rate --- --- --- ---
Number of Shares
Outstanding at End of
Year (000's omitted) 634,723 695,554 686,195 791,706
</TABLE>
The auditors report is incorporated by reference in the
registration statement. The auditors report and further
information about the performance of the Fund are contained in
the annual report to shareholders which may be obtained
without charge by calling or writing the Fund.
<PAGE> 6
<PAGE>
PERFORMANCE DATA
From time to time the Fund advertises its "yield" and
"effective yield". Both yield figures are based on historical
earnings and are not intended to indicate future performance.
The yield of the Fund refers to the income generated by an
investment in the Fund over a seven-day period (which period
will be stated in the advertisement). This income is then
"annualized". That is, the amount of income generated by the
investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the
investment. The effective yield is calculated similarly, but,
when annualized, the income earned by the investment in the
Fund is assumed to be reinvested. The "effective yield" will
be slightly higher than the "yield" because of the compounding
effect of this assumed reinvestment. Comparative performance
and relative ranking information may be used from time to time
in advertising or marketing the Fund s shares, including data
from Lipper Analytical Services, Inc., Donoghue s Money Fund
Report and other industry publications.
For the seven day period ended December 31, 1994, the Fund s
annualized average yield was 4.71%. The effective annual
yield was 4.82%.
INVESTMENT OBJECTIVE AND POLICIES
<REDLINE>
General
The sole objective of the Fund is to achieve current income
with safety of principal. Although there is no assurance that
this objective will be achieved, the Fund will pursue this
objective by investing exclusively in marketable debt
securities issued by the United States Government or by
agencies and instrumentalities of the U.S. Government
(collectively, "U.S. Government Securities") and in repurchase
agreements secured by U.S. Government Securities. Repurchase
agreements are fully collateralized, but the value of the
underlying collateral may be affected by sharp fluctuations in
short-term interest rates.
The Fund will invest in short-term United States Government
Securities, including U.S. Treasury bills, U.S. Treasury
notes, and U.S. Treasury bonds that mature within one year.
All securities purchased by the Fund are held by the Fund's
custodian bank, Rushmore Trust and Savings, FSB (the
"Custodian"). U.S. Treasury securities are backed by the full
faith and credit of the United States Government.
<\REDLINE>
<PAGE> 7
<PAGE>
<PAGE> 8
<PAGE>
The Fund may not borrow money, except that as a temporary
measure the Fund may borrow money to facilitate redemptions.
Such a borrowing may be in an amount not to exceed 30% of the
Fund's total assets, taken at current value before such
borrowing. The Fund may borrow only to accommodate requests
for redemption of shares of the Fund while effecting an
orderly liquidation of portfolio securities.
The investment objective and the investment policies of the
Fund may not be changed without the approval of a majority of
the shareholders, as defined in the Investment Company Act of
1940.
<REDLINE>
U.S. Government Securities
U.S. Treasury securities are backed by the full faith and
credit of the U.S. Treasury. U.S. Treasury securities differ
only in their interest rates, maturities, and dates of
issuance. Treasury bills have maturities of one year or less.
Treasury notes have maturities of one to ten years, and
Treasury bonds generally have maturities of greater than ten
years at the date of issuance. Yields on short-,
intermediate-, and long-term U.S. Government Securities are
dependent on a variety of factors, including the general
conditions of the money and bond markets, the size of a
particular offering, and the maturity of the obligation. Debt
securities with longer maturities tend to produce higher
yields and are generally subject to potentially greater
capital appreciation and depreciation than obligations with
shorter maturities and lower yields. The market value of U.S.
Government Securities generally varies inversely with changes
in market interest rates. An increase in interest rates,
therefore, would generally reduce the market value of the
Fund s portfolio investments in U.S. Government Securities,
while a decline in interest rates would generally increase the
market value of the Fund s portfolio investments in these
securities.
Certain U.S. Government Securities are issued or guaranteed by
agencies or instrumentalities of the U.S. Government
including, but not limited to, obligations of U.S. Government
agencies or instrumentalities such as the Federal National
Mortgage Association, the Government National Mortgage
Association, the Small Business Administration, the Export-
Import Bank, the Federal Farm Credit Administration, the
Federal Home Loan Banks, Banks for Cooperatives (including the
Central Bank for Cooperatives), the Federal Land Banks, the
Federal Intermediate Credit Banks, the Tennessee Valley
Authority, the Export-Import Bank of the United States, the
Commodity Credit Corporation, the Federal Financing Bank, the
<PAGE> 9
<PAGE>
Student Loan Marketing Association, and the National Credit
Union Administration.
<PAGE> 10
<PAGE>
Some obligations issued or guaranteed by agencies or
instrumentalities of the U.S. Government are backed by the
full faith and credit of the U.S. Treasury. Such agencies and
instrumentalities may borrow funds from the U.S. Treasury.
However, no assurances can be given that the U.S. Government
will provide such financial support to the obligations of the
other U.S. Government agencies or instrumentalities in which
the Fund invests, since the U.S. Government is not obligated
to do so. These other agencies and instrumentalities are
supported by either the issuer s right to borrow, under
certain circumstances, an amount limited to a specific line of
credit from the U.S. Treasury, the discretionary authority of
the U.S. Government to purchase certain obligations of an
agency or instrumentality, or the credit of the agency or
instrumentality itself.
U.S. Government Securities may be purchased at a discount.
Such securities, when held to maturity or retired, may include
an element of capital gain. Capital losses may be realized
when such securities purchased at a premium are held to
maturity or are called or redeemed at a price lower than their
purchase price. Capital gains or losses also may be realized
upon the sale of securities.
Repurchase Agreements
The Fund may also invest in repurchase agreements secured by
U.S. Government Securities. Under a repurchase agreement, the
Fund purchases a debt security and simultaneously agrees to
sell the security back to the seller at a mutually agreed-upon
future price and date, normally one day or a few days later.
The resale price is greater than the purchase price,
reflecting an agreed-upon market interest rate during the
purchaser s holding period. While the maturities of the
underlying securities in repurchase transactions may be more
than one year, the term of each repurchase agreement will
always be less than one year. The Fund will enter into
repurchase agreements only with member banks of the Federal
Reserve System or primary dealers of U.S. Government
Securities. The Fund's investment adviser will monitor the
creditworthiness of each of the firms which is a party to a
repurchase agreement with the Fund. In the event of a default
or bankruptcy by the seller, the Fund will liquidate those
securities (whose market value, including accrued interest,
must be at least equal to 100% of the dollar amount invested
by the Fund in each repurchase agreement) held under the
applicable repurchase agreement, which securities constitute
collateral for the seller s obligation to pay. However,
liquidation could involve costs or delays and, to the extent
proceeds from the sales of these securities were less than the
agreed-upon repurchase price, the Fund would suffer a loss.
The Fund also may experience difficulties and incur certain
<PAGE> 11
<PAGE>
costs in exercising its rights to the collateral and may lose
the interest the Fund expected to receive under the repurchase
agreement. Repurchase agreements usually are for short
periods, such as one week or less, but may be longer. It is
the current policy of the Fund to treat repurchase agreements
that do not mature within seven days as illiquid for the
purposes of the Fund's investment policies.
<\REDLINE>
DIVIDENDS
The Fund distributes all of its net income on a daily basis.
Dividends are declared on each day that the Fund is open for
business. Investors receive dividends in the form of
additional shares unless they elect to receive cash. Payment
is made in additional shares at the net asset value on the
payable date or in cash, on a monthly basis. To change the
method of receiving dividends, investors must notify the Fund
in writing at least one week before payment is to be made.
Net income of the Fund shall consist of all interest income
accrued and discount earned, plus or minus any realized gains
or losses, less estimated expenses of the Fund. The Fund does
not expect to realize any long-term capital gains.
NET ASSET VALUE
<REDLINE>
The Fund's net asset value per share will be determined as of
12:00 noon, Eastern time, on days when the Custodian bank is
open for business. The net asset value per share is
determined by adding the appraised value of all securities and
all other assets, deducting liabilities and dividing by the
number of shares outstanding. The value of the Fund's
portfolio of securities is determined on the basis of fair
value as determined in good faith by the Fund's Directors. In
determining fair value, the Fund uses the amortized cost
method of valuing the securities in its portfolio pursuant to
an exemption granted to it by the Securities and Exchange
Commission on August 8, 1979.
<\REDLINE>
INVESTORS ACCOUNTS
<REDLINE>
The Fund maintains an account for each investor in full and
fractional shares. Statements of account will be sent monthly
showing the beginning balance and the ending balance and
<PAGE> 12
<PAGE>
detailing transactions for the month. Confirmations of
individual transactions will not be sent.
<\REDLINE>
<PAGE> 13
<PAGE>
The Fund reserves the right to reject any purchase order. All
accounts will be held in book entry form. No certificates for
shares will be issued.
LOW BALANCE ACCOUNT FEE
<REDLINE>
In addition to charges described elsewhere in this Prospectus,
the Fund may impose a charge of $5 per month for any account
whose month-end balance is below $500. The fee will continue
to be imposed during the months when the account balance
remains below $500. The fee will be imposed on the last
business day of the month. This fee will be paid to Rushmore
Trust and Savings, FSB. The fee will not be imposed on tax-
sheltered retirement plans or accounts established under the
Uniform Gifts or Transfers to Minors Act. Because of the
administrative expense of handling small accounts, the Fund
reserves the right to involuntarily redeem an investor's
account which falls below $500 due to redemptions or exchanges
after providing 60 days' written notice.
<\REDLINE>
TAXES
The Fund intends to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code. Because of
this qualification, the Fund will not be liable for Federal
income taxes to the extent its earnings are distributed.
Dividends derived from interest and dividends received by the
Fund, together with distributions of any short-term capital
gains, are taxable as ordinary income whether or not
reinvested. Statements as to the Federal tax status of
shareholders' dividends and distributions will be mailed
annually. Shareholders should consult their tax advisers
concerning the tax status of the Fund's dividends in their own
states and localities.
<REDLINE>
Shareholders are required by law to certify that their tax
identification number is correct and that they are not subject
to back-up withholding. In the absence of this certification,
the Fund is required to withhold taxes at the rate of 31% on
dividends, capital gains distributions, and redemptions.
Shareholders who are non-resident aliens may be subject to a
withholding tax on dividends earned.
<\REDLINE>
<PAGE> 14
<PAGE>
HOW TO INVEST IN THE FUND
Shares of the Fund are offered for sale continuously by the
Fund. There is no sales charge. The minimum initial
investment is $2,500. Retirement accounts may be opened with a
$500 minimum investment. There is no minimum amount for
subsequent investments.
By Mail. Fill out an application and make a check payable to
"Fund For Government Investors, Inc." Mail the check, and the
completed application to:
<REDLINE>
Fund For Government Investors, Inc.
4922 Fairmont Avenue
Bethesda, Maryland 208l4
By Bank Wire. Speak to the Branch Manager of your bank.
Request a transfer of Federal funds to Rushmore Trust and
Savings, FSB, instructing the bank to wire transfer the money
before 12 noon, Eastern time to:
Rushmore Trust and Savings, FSB
Bethesda, Maryland
Routing No. 0550-71084
For Account of Fund For Government Investors, Inc.
Account No. 029385770
AFTER INSTRUCTING YOUR BANK TO TRANSFER FEDERAL FUNDS, YOU
MUST TELEPHONE THE FUND AT (800) 622-1386 OR (301) 657-1510
BETWEEN 8:30 A.M. AND NOON EASTERN TIME AND TELL US THE AMOUNT
YOU TRANSFERRED AND THE NAME OF THE BANK SENDING THE TRANSFER.
YOUR BANK MAY CHARGE A FEE FOR SUCH SERVICES. REMEMBER THAT
IT IS IMPORTANT TO COMPLETE THE WIRE TRANSFER BEFORE 12 NOON
EASTERN TIME.
<\REDLINE>
Through Brokers. Investors may invest in the Fund by
purchasing shares through registered broker-dealers. Such
broker-dealers who process orders may charge a fee for such
service.
The Government securities market, in which the Fund buys and
sells its securities, usually requires immediate settlement in
Federal funds for all security transactions. Payments
received by bank wire can be converted immediately into
Federal funds and will begin earning dividends the same day.
Payment for the purchase of Fund shares not received in the
form of Federal funds will begin earning dividends the
following day. Foreign checks will not be accepted. Orders
<PAGE> 15
<PAGE>
received prior to 12 noon, Eastern time, will be invested in
shares of the Fund at the next determined net asset value.
The Fund may impose a charge of $10 for items returned for
insufficient or uncollectible funds.
HOW TO REDEEM AN INVESTMENT (WITHDRAWALS)
<REDLINE>
An investor may withdraw all or any portion of his investment
by redeeming shares on any day that the Fund is open for
business at the next determined net asset value per share
after receipt of the order by writing the Fund or telephoning
(800) 622-1386 or (301) 657-1510. Telephone redemption
privileges may be terminated or modified by the Fund upon 60
days notice to all shareholders of the Fund. Telephone orders
for redemptions must be received by noon Eastern time to be
effective that day. The privilege to initiate redemption
transactions by telephone will be made available to Fund
shareholders automatically.
<\REDLINE>
Telephone redemptions will only be sent to the address of
record or to bank accounts specified in the account
applications. When acting on instructions believed to be
genuine, the Fund will not be liable for any loss resulting
from a fraudulent telephone redemption request and the
investor would bear the risk of any such loss. The Fund will
employ reasonable procedures to confirm that redemption
instructions communicated by telephone are genuine; and if the
Fund does not employ such procedures, then the Fund may be
liable for any losses due to unauthorized or fraudulent
instructions. The Fund follows specific procedures for
transactions initiated by telephone, including among others
requiring some form of personal identification prior to acting
on instructions received by telephone, providing written
confirmation not later than five business days after such
transactions, and/or tape recording of telephone transactions.
The proceeds of redemptions will be sent directly to the
investor's address of record. If the investor requests
payment of redemptions to a third party or to a location other
than his address of record listed on the account application,
the request must be in writing and the investor's signature
must be guaranteed by an eligible institution. Eligible
institutions generally include banking institutions,
securities exchanges, associations, agencies or
broker/dealers, and "STAMP" program participants. There are
no fees charged for redemptions.
Normally, the Fund will make payment for all shares redeemed
<PAGE> 16
<PAGE>
within one business day. However, withdrawal requests upon
investments that have been made by check may be delayed up to
ten business days following such investment or until the check
clears, whichever occurs first. This delay is necessary to
assure the Fund that investments made by check are good funds.
The proceeds of the redemption will be forwarded promptly upon
confirmation of receipt of good funds.
<REDLINE>
The right of redemption may be suspended, or the date of
payment postponed during the following periods: (a) periods
during which the New York Stock Exchange (the "NYSE") is
closed (other than customary weekend or holiday closings); (b)
periods when trading on the NYSE is restricted, or an
emergency exists, as determined by the Securities and Exchange
Commission, so that disposal of the Fund s investments for
determination of net asset value is not reasonably
practicable; or (c) for such other periods as the Commission,
by order, may permit for protection of the Fund s investors.
<\REDLINE>
To provide the utmost liquidity for investors' money, there
are four forms of redemption:
Bank Wire Transfers. When the amount to be redeemed is at
least $5,000, the Fund, upon telephone instructions, will
automatically wire transfer the amount to the investor's
commercial bank or brokerage account specified in the account
application. The Fund will also accept written instructions
for wire transfers of funds.
Check Transfers. For amounts less than $5,000, investors
utilizing certain Washington, D.C. banks may have checks
deposited directly into their account. For redemptions by
investors utilizing banks in other states, including Virginia
and Maryland, checks will be delivered by mail.
<REDLINE>
Draft Checks. Investors may elect to redeem shares by draft
check (minimum check - $250) made payable to the order of any
person or institution. Upon the Fund's receipt of a completed
signature card, investors will be supplied with draft checks
which are drawn on the Fund's account and are paid through
Rushmore Trust and Savings, FSB. The Fund reserves the right
to change or suspend the checking service and to charge for
the reorder of draft checks. These draft checks cannot be
certified, nor can these checks be negotiated for cash at
Rushmore Trust and Savings, FSB. There will be a $10 charge
for each stop payment request on the draft checks. Investors
<PAGE> 17
<PAGE>
will be subject to the same rules and regulations that
Rushmore Trust and Savings, FSB applies to checking accounts.
Investors' accounts may not be closed by draft check.
<\REDLINE>
<REDLINE>
Exchanges. Shares of the Fund may be exchanged for shares of
Fund For Tax-Free Investors, Inc., The Rushmore Fund, Inc.,
the American Gas Index Fund, Inc., or the Cappiello-Rushmore
Trust on the basis of the respective net asset values of the
shares involved, provided such exchange is permitted under the
applicable laws of the state of the investor's residence.
Shareholders contemplating such an exchange should obtain and
review the prospectuses of those funds. Exchanges may be made
by telephone or letter. Written requests should be sent to
Fund For Government Investors, Inc., 4922 Fairmont Avenue,
Bethesda, Maryland 20814 and be signed by the record owner or
owners. Telephone exchange requests may be made by
telephoning the Fund at (800) 622-1386 or (301) 657-1510. To
implement an exchange, shareholders should provide the
following information: account registration including address
and number, taxpayer identification number, number, percentage
or dollar value of shares to be redeemed, name and account
number of the portfolio to which the investment is to be
transferred. Exchanges may be made only if they are between
identically registered accounts. Telephone exchange
privileges may be terminated or modified by the Fund upon 60
days notice to all shareholders of the Fund.
<\REDLINE>
TAX-SHELTERED RETIREMENT PLANS
Tax-Sheltered Retirement Plans of the following types are
available to investors:
<REDLINE>
Individual Retirement Accounts (IRAs)
Keogh Accounts - Defined Contribution
Plan (Profit Sharing Plan)
Keogh Accounts - Money Purchase Plan
(Pension Plan)
Internal Revenue Code Section 401(k) Plans
Internal Revenue Code Section 403(b) Plans
<\REDLINE>
Additional information regarding these accounts may be
obtained by contacting the Fund.
<PAGE> 18
<PAGE>
MANAGEMENT OF THE FUND
Officers and Directors. The Fund has a Board of Directors
which is responsible for the general supervision of the Fund s
business. The day-to-day operations of the Fund are the
responsibility of the Fund's officers. A complete list of the
Fund's directors and officers is provided in the Statement of
Additional Information.
<REDLINE>
Investment Adviser and Administrative Servicing Agent. The
Fund is provided investment advisory and management services
by Money Management Associates (the "Adviser"), 1001 Grand
Isle Way, Palm Beach Gardens, Florida 33418. The Adviser is
a limited partnership which was formed under the laws of the
District of Columbia on August 15, 1974. Its primary business
since inception has been to serve as the investment adviser of
the Fund. Daniel L. O'Connor is the sole general partner of
the Adviser, and, as such, exercises control of the Adviser.
Money Management Associates provides investment advice and
management to other mutual funds including The Rushmore Fund,
Inc., Fund For Tax-Free Investors, Inc., and the American Gas
Index Fund, Inc. Net assets under management currently
approximate $1 billion.
<\REDLINE>
Under an agreement with the Adviser, the Fund pays a fee at an
annual rate based on the size of the Fund s net assets as
follows:
<REDLINE>
0.50% of the first $500 million;
0.45% of the next $250 million;
0.40% of the next $250 million;
0.35% of the net assets over $1 billion.
For the year ended December 31, 1994, the Fund paid the
Adviser investment advisory fees of 0.50% (50/100 of 1%) of
the average daily net assets of the Fund.
Effective September 1, 1993, the Board of Directors approved
an arrangement whereby Rushmore Trust and Savings, FSB, 4922
Fairmont Avenue, Bethesda, Maryland 20814, a majority-owned
subsidiary of the Adviser, provides the Fund with shareholder
servicing, transfer agent, dividend-disbursing agent,
custodian and administrative services. The Fund pays an
annual fee of 0.25% (25/100 of 1%) of the average daily net
assets of the Fund for these services.
<PAGE> 19
<PAGE>
<\REDLINE>
ORGANIZATION AND DESCRIPTION OF COMMON STOCK
The Fund is a no-load, open-end diversified investment
company. The Fund was incorporated in Maryland on October 30,
1974 and has a present authorized capital of three billion
shares of $.001 par value common stock. All shares are of the
same class and are freely transferrable. Shares have equal
voting rights, and no preferences to conversion, exchange,
dividends, retirement or any other feature. These shares have
non-cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of
Directors can elect 100% of the Directors, if they choose to
do so. In such event, the holders of the remaining shares
voting (less than 50%) will be unable to elect any Directors.
Under Maryland Corporate law, a registered investment company
is not required to hold an annual shareholders meeting if the
Investment Company Act of 1940 does not require a meeting.
The Act does require a meeting if the following actions are
necessary: ratification of the selection of independent public
accountants, approval of the investment advisory agreement,
election of the board of directors or approval of the
appointment of directors to board vacancies when such
vacancies cause less than two-thirds of the board to have been
elected.
<REDLINE>
Under the Investment Company Act of 1940, shareholders of the
Fund have the right to remove directors and, if holders of 10%
of the outstanding shares request in writing, a shareholder's
meeting must be called.
Shareholders of the Fund having inquiries about the Fund s
organization or operation should contact the Fund in writing
at 4922 Fairmont Avenue, Bethesda, Maryland 20814 or by
telephone at (301) 657-1500 or (800) 343-3355.
<\REDLINE>
<PAGE> 20
<PAGE>
<REDLINE>
FUND FOR GOVERNMENT INVESTORS, INC.
PROSPECTUS
<\REDLINE>
CONTENTS
Page
Fee Table . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Highlights . . . . . . . . . . . . . . . . . . . .
Performance Data . . . . . . . . . . . . . . . . . . . . . .
Investment Objective and Policies . . . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Asset Value . . . . . . . . . . . . . . . . . . . . . . .
Investors' Accounts . . . . . . . . . . . . . . . . . . . . .
Low Balance Account Fee . . . . . . . . . . . . . . . . . . .
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
How to Invest in the Fund . . . . . . . . . . . . . . . . . .
How to Redeem an Investment
(Withdrawals) . . . . . . . . . . . . . . . . . . . . . . .
Tax-Sheltered Retirement Plans . . . . . . . . . . . . . . .
Management of the Fund . . . . . . . . . . . . . . . . . . .
Organization and Description of
Common Stock . . . . . . . . . . . . . . . . . . . . . . .
<PAGE> 21
<PAGE>
PART B
<PAGE>
<PAGE>
FUND FOR GOVERNMENT INVESTORS, INC.
<REDLINE>
A Money Market Fund
<\REDLINE>
4922 Fairmont Avenue, Bethesda, Maryland 20814
(301) 657-1500 (800) 343-3355
STATEMENT OF ADDITIONAL INFORMATION
<REDLINE>
This Statement of Additional Information is not a prospectus.
This Statement of Additional Information should be read in
conjunction with the Fund s Prospectus, dated ______________,
1996. A copy of the Fund's Prospectus may be obtained without
charge by writing or telephoning the Fund.
The date of this Statement of Additional Information is
_______________, 1996.
<\REDLINE>
<PAGE>
<PAGE>
FUND FOR GOVERNMENT INVESTORS, INC.
<REDLINE>
A Money Market Fund
<\REDLINE>
STATEMENT OF ADDITIONAL INFORMATION
Table of Contents
Page
Investment Objective and Policies . . . . . . . . . . . . . .
Investment Restrictions . . . . . . . . . . . . . . . . . . .
Management of the Fund . . . . . . . . . . . . . . . . . . .
Principal Holders of Securities . . . . . . . . . . . . . . .
<REDLINE>
Investment Advisory and Other Services . . . . . . . . . . .
<\REDLINE>
Net Asset Value . . . . . . . . . . . . . . . . . . . . . . .
Comparative Performance Data . . . . . . . . . . . . . . . .
<REDLINE>
Calculation of Yield Quotations . . . . . . . . . . . . . . .
Auditors and Financial Statements . . . . . . . . . . . . . .
<\REDLINE>
<PAGE> B-2
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
<REDLINE>
General
The Fund may invest only in marketable debt securities of the
United States Government, its agencies and instrumentalities
(collectively, "U.S. Government Securities"), and in
repurchase agreements secured by such securities. The
investment objective, the investment policies, and the
investment restrictions of the Fund may not be changed without
the approval of a majority of the shareholders, as defined in
the Investment Company Act of 1940.
<\REDLINE>
Portfolio turnover of the Fund will be high due to the short-
term nature of the Fund's investments. High turnover will not
adversely affect the Fund's yield because brokerage
commissions are not normally paid on investments the Fund
makes.
<REDLINE>
U.S. Government Securities
The Fund invests primarily in U.S. Government Securities.
Securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities include U.S. Treasury
securities, which differ only in their interest rates,
maturities, and times of issuance. U.S. Treasury bills have
initial maturities of one year or less; U.S. Treasury notes
have initial maturities of one to ten years; and U.S. Treasury
bonds generally have initial maturities of greater than ten
years. Some obligations issued or guaranteed by U.S.
Government agencies and instrumentalities, including, for
example, Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of
the U.S. Treasury. Other obligations issued by or guaranteed
by Federal agencies, such as those securities issued by the
Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase
certain obligations of the Federal agency, while other
obligations issued by or guaranteed by Federal agencies, such
as those of the Federal Home Loan Banks, are supported by the
right of the issuer to borrow from the U.S. Treasury. While
the U.S. Government provides financial support to such U.S.
Government-sponsored Federal agencies, no assurance can be
given that the U.S. Government will always do so, since the
U.S. Government is not so obligated by law. U.S. Treasury
<PAGE> B-3
<PAGE>
notes and bonds typically pay coupon interest semi-annually
and repay the principal at maturity. The Fund will invest in
such U.S. Government Securities only when the Fund's
investment adviser (the "Adviser") is satisfied that the
credit risk with respect to the issuer is minimal.
Repurchase Agreements
As discussed in the Fund's Prospectus, the Fund also may enter
into repurchase agreements with financial institutions. The
Fund follows certain procedures designed to minimize the risks
inherent in such agreements. These procedures include
effecting repurchase transactions only with large, well-
capitalized and well-established financial institutions whose
condition will be continually monitored by the Adviser. In
addition, the value of the collateral underlying the
repurchase agreement will always be at least equal to the
repurchase price, including any accrued interest earned on the
repurchase agreement. In the event of a default or bankruptcy
by a selling financial institution, the Fund will seek to
liquidate such collateral. However, the exercising of the
Fund's right to liquidate such collateral could involve
certain costs or delays and, to the extent that proceeds from
any sale upon a default of the obligation to repurchase were
less than the repurchase price, the Fund could suffer a loss.
It is the current policy of the Fund not to invest in
repurchase agreements that do not mature within seven days if
any such investment, together with any other illiquid assets
held by the Fund, amounts to more than 10% of the Fund's total
assets. The investments of the Fund in repurchase agreements,
at times, may be substantial when, in the view of the Adviser,
liquidity or other considerations so warrant.
<\REDLINE>
INVESTMENT RESTRICTIONS
<REDLINE>
As stated above, the Fund may invest only in U.S. Government
Securities and in repurchase agreements secured by such
securities, although the Fund did not invest in repurchase
agreements during 1995 and has no intentions to do so. The
Fund may not invest in any other securities.
<\REDLINE>
The Fund may not borrow money, except that as a temporary
measure the Fund may borrow money to facilitate redemptions.
Such a borrowing may be in an amount not to exceed 30% of the
Fund's total assets, taken at current value before such
borrowing. The Fund may borrow only to accommodate requests
<PAGE> B-4
<PAGE>
for redemption of shares of the Fund while effecting an
orderly liquidation of portfolio securities. Additionally,
the Fund may not sell securities short, write options,
underwrite securities of other issuers, purchase or sell real
estate, commodities or commodity contracts, or loan money to
others (except securities under repurchase agreements). The
Fund may not purchase a portfolio security if a borrowing by
the Fund is outstanding. No other senior securities may be
issued by the Fund.
MANAGEMENT OF THE FUND
<REDLINE>
Directors and Officers of the Fund and Officers of the
Adviser, together with information as to their principal
business occupations during the past five years, are set forth
below. Officers of the Fund do not receive salaries or other
forms of compensation from the Fund. Non-interested
Directors fees and expenses will be paid by the servicing
agent. Non-interested Directors were paid an annual fee of
$3,000. For the year ended December 31, 1994, such fees
amounted to $15,000.
<\REDLINE>
*Daniel L. O Connor, 53 - Chairman of the Board, Treasurer and
Director of the Fund. President, 1974 to 1981. Partner and
Chief Operating Officer of the Adviser. Address: 4922
Fairmont Avenue, Bethesda, Maryland 20814.
*Richard J. Garvey, 61 - President and Director of the Fund.
Executive Vice President, 1974 to 1981. Limited Partner of the
Adviser. Address: 4922 Fairmont Avenue, Bethesda, Maryland
20814.
<REDLINE>
<\REDLINE>
Patrick F. Noonan, 52 - Director. Chairman and Chief
Executive Officer of the Conservation Fund since 1986. Vice
Chairman, American Farmland Trust and Trustee, American
Conservation Association since 1985. President, Conservation
Resources, Inc. since 1981. Address: 11901 Glen Mill Drive,
Potomac, Maryland 20854.
Jeffrey R. Ellis, 50 - Director. Vice President of LottoFone,
a telephone lottery system, since 1993. Vice President
Shoppers Express, Inc. through 1992. Address: 5525 Dorsey
Lane, Bethesda, Maryland 20816.
<REDLINE>
<PAGE> B-5
<PAGE>
Bruce C. Ellis, 51 - Director of the Fund. Vice President,
LottoFone, Inc., a telephone state lottery service, since
1991. Vice President, Shoppers' Express, Inc., 1986-1992.
Address: 7108 Heathwood Court, Bethesda, Maryland 20817.
<\REDLINE>
*Rita A. Gardner, 51 - Director. Limited partner of the
Adviser. Address: 4922 Fairmont Avenue, Bethesda, Maryland
20814.
<REDLINE>
Michael D. Lange, 54 - Director of the Fund. Vice President,
Capital Hill Management Corporation since 1967. Owner of
Michael D. Lange, Ltd., a builder and developer since 1980.
Partner of Greatfull Falls, a building developer, since 1994.
Address: 7521 Pepperell Drive, Bethesda, Maryland 20817.
<\REDLINE>
Leo Seybold, 80 - Director. Retired. Address: 5804 Rockmere
Drive, Bethesda, Maryland 20816.
<REDLINE>
<\REDLINE>
*Martin M. O'Connor, 50 - Vice President since 1974. A
limited partner of the Adviser since 1979. Address: 4922
Fairmont Avenue, Bethesda, Maryland 20814.
*John R. Cralle, 55 - Vice President since 1978. A limited
partner of the Adviser since 1979.
Address: 4922 Fairmont Avenue, Bethesda, Maryland 20814.
<REDLINE>
*Timothy N. Coakley, CPA, 28 - Vice President and Controller.
Audit Manager Deloitte & Touche LLP until 1994. Address: 4922
Fairmont Avenue, Bethesda, Maryland 20814.
*Stephenie E. Adams - Secretary. Director of Marketing,
Rushmore Services, Inc., from July 1994 to present. Regional
Sales Coordinator, Media General Cable, from June 1993 to June
1994. Graduate Student, Northwestern University, M.S., from
September 1991 to December 1992. Student, Stephens College,
Columbia, Missouri, B.S., from August 1987 to May 1991.
Address: 4922 Fairmont Avenue, Bethesda, Maryland 20814.
<\REDLINE>
Daniel L. O'Connor and Martin M. O'Connor are brothers.
<PAGE> B-6
<PAGE>
* Indicates interested person as defined by the Investment
Company Act of 1940.
<REDLINE>
<\REDLINE>
Certain Directors and Officers of the Fund are also Directors
and Officers of Fund For Tax-Free Investors, Inc., The
Rushmore Fund, Inc., and American Gas Index Fund, Inc., other
investment companies managed by the Adviser.
PRINCIPAL HOLDERS OF SECURITIES
<REDLINE>
On March 7, 1995, there were 575,546,098 shares of the Fund s
common stock outstanding. Rushmore Trust and Savings, FSB
("RTS" or the "Custodian") of Bethesda, Maryland, as
Custodian, held for the benefit of others 5.55% of the Fund.
No other shareholder owned more than 5% of the outstanding
common shares. Officers and Directors of the Fund, as a
group, own less than 1% of shares outstanding.
<\REDLINE>
<REDLINE>
INVESTMENT ADVISORY AND OTHER SERVICES
The Fund is provided investment advisory and management
services by Money Management Associates (the "Adviser"), 1001
Grand Isle Way, Palm Beach Gardens, Florida 33418. The
Adviser is a limited partnership which was formed under the
laws of the District of Columbia on August 15, 1974. Certain
Officers and Directors of the Fund are affiliated with the
Adviser. Under an Agreement (the "Agreement") with the
Adviser, the Fund pays a fee at an annual rate based on the
size of the Fund s net assets as follows:
0.50% of the first $500 million;
0.45% of the next $250 million;
0.40% of the next $250 million;
0.35% of the net assets over $1 billion.
<\REDLINE>
Under the Agreement, the Adviser will reimburse the Fund for
expenses (including management fee) but excluding interest and
extraordinary legal expenses, which exceed one percent of the
average daily net assets per annum.
Normal expenses which are borne by the Fund include, but are
not limited to, taxes, corporate fees, interest expenses (if
<PAGE> B-7
<PAGE>
any), office expenses, the costs incident to preparing reports
to governmental agencies, auditing and accounting, the costs
incident to providing stock certificates for shareholders, and
of registering and redeeming such certificates, custodian
charges, the expense of shareholders and Directors meetings,
data processing, preparation, printing and distribution of all
reports and proxy materials, legal services rendered to the
Fund, compensation for those Directors, Officers and employees
of the Fund who do not also serve as Officers or employees of
the Adviser, insurance coverage for the Fund and its Directors
and Officers, and its membership in trade associations. The
Adviser may, from time to time, make payments to broker-
dealers and others for their expenses in connection with the
distribution of Fund shares. Although such payments may be
based upon the number of shares distributed, it is the
understanding of the Adviser that such payments will be for
reimbursement and will not exceed the expenses of the
recipients in arranging for and administering distribution of
Fund shares. Salaries of the Directors of the Fund, who are
not affiliated with the Adviser, are expenses of the Fund and
are established annually by the Board of Directors. This
includes a majority of those Directors who are non-interested
persons of the Adviser. All fees and expenses are estimated
and accrued daily. For the years: 1994, 1993 and 1992, the
Adviser earned $2,754,339, $3,228,059 and $3,695,113,
respectively in management fees.
Daniel L. O Connor is the sole general partner of the Adviser
and, as such, exercises control of the Adviser.
<REDLINE>
The Agreement between the Adviser and the Fund was last
renewed by the Board of Directors on October 31, 1995. The
Agreement shall be renewed annually, if approved by either of
two methods: (1) by the Board of Directors, including approval
by a majority of the non-interested Directors by vote cast in
person at a meeting called for such purpose; or (2) by a
majority of the shareholders of the outstanding voting
securities of the Fund.
<\REDLINE>
The Agreement may be cancelled by the Fund without penalty on
sixty days' notice by the Board of Directors of the Fund or by
vote of the holders of a majority of the Fund's shares. The
Agreement may also be cancelled by the Adviser without penalty
on sixty days' notice. The Agreement will terminate
automatically in the event of its assignment.
<REDLINE>
<PAGE> B-8
<PAGE>
Under an Agreement approved by the Board of Directors on July
21, 1993, and renewed on October 31, 1995, RTS, a majority-
owned subsidiary of the Adviser, acts as the Fund's custodian,
transfer agent, dividend disbursing agent and shareholder
servicing agent. The Fund pays RTS an annual fee of 0.25% of
the average daily net assets of the Fund for these services.
The fee will be reviewed and approved annually by the non-
interested directors. The Fund is subject to the self-
custodian rules of the Securities and Exchange Commission.
These rules require that the custodian be subject to three
securities verification examinations each year conducted by
the Fund's independent accountants. Two of the examinations
must be performed on an unannounced surprise basis.
<\REDLINE>
NET ASSET VALUE
<REDLINE>
The Fund s net asset value per share will be determined as of
12:00 noon, Eastern time, on days when the Custodian bank is
open for business. The net asset value per share is
determined by adding the appraised value of all securities and
all other assets, deducting liabilities and dividing by the
number of shares outstanding. The value of the Fund's
portfolio of securities is determined on the basis of fair
value as determined in good faith by the Fund's Directors. In
determining fair value, the Fund uses the amortized cost
method of valuing the securities in its portfolio pursuant to
an exemption granted to it by the Securities and Exchange
Commission on August 8, 1979. The Fund's Directors
continuously review this method of valuation and recommend
changes which may be necessary to assure that the portfolio
instruments of the Fund are valued at their fair value. In
its review, the Directors of the Fund consider the relevant
factors which may affect the value of the portfolio
investments, such as maturity, yield, stability, special
circumstances or trading markets, and any other factors which
they deem pertinent. Amortized cost is the purchase price of
the security plus accumulated discount or accrued interest
from the date of purchase. This method of valuation does not
take into account unrealized gains or losses due to short-term
market fluctuations and tends to stabilize the price of the
Fund's shares. Under the exemption, the Fund will not
purchase any securities with a remaining maturity of greater
than 397 days, or maintain a dollar weighted average portfolio
maturity in excess of 90 days. When interest rates decline,
the market value of the Fund's portfolio rises; when rates
rise, the market value declines. To the extent that the
Fund s amortized cost valuation of its short-term securities
differs from the actual liquidation value, the price at which
<PAGE> B-9
<PAGE>
an investor purchases or redeems will correspondingly differ
from the per share liquidation value of the portfolio. Thus,
when interest rates are declining and purchases of Fund shares
exceed redemptions, the interest of existing investors may be
diluted. When interest rates are rising and redemptions
exceed share purchases, the interest of existing investors may
be diluted. Declining interest rates and net redemption of
Fund shares or rising interest rates and new purchases of Fund
shares may enhance the interest of existing investors. When
interest rates are declining, the Fund s valuation method
tends to understate the percentage rate of net investment
income per share. When interest rates are rising, the reverse
is true. The Board of Directors of the Fund believes that the
amortized cost basis offers the most consistent and
conservative method of valuing short-term investments.
<\REDLINE>
COMPARATIVE PERFORMANCE DATA
<REDLINE>
The Fund's performance may be compared in advertising to the
performance of other money market and mutual funds in general
or to the performance of particular types of money market
funds, especially those with similar objectives. More up-to-
date performance data may be provided as it becomes available.
From time to time, the Fund may provide information concerning
general economic conditions, financial trends, analysis and
supply comparative performance and rankings, with respect to
comparable investments for the same period, for unmanaged
market indexes such as the Dow Jones Industrial Average,
Standard & Poor s 500 IndexTM, Shearson Lehman Bond Indexes,
Merrill Lynch Bond Indexes, Bond Buyer Index, and from
recognized independent sources such as Donoghue s Money Fund
Report, Donoghue Money Letter, Bank Rate Monitor, Money
Magazine, Forbes, Lipper, Standard & Poor's Corporation, CDA
Investment Technologies, Inc. ("CDA"), Wiesenberger Investment
Companies Service, Mutual Fund Values, Mutual Fund Forecaster,
Mutual Fund Sourcebook, Fortune, Business Week, Kiplinger's
Personal Finance, Wall Street Journal, Investor's Business
Daily and Schabacker Investment Management, Inc. Comparisons
may also be made to Consumer Price Index, rate of inflation,
bank money market rates, rates of certificates of deposit,
Treasury Bills and Treasury Bond rates and yields.
<\REDLINE>
<REDLINE>
CALCULATION OF YIELD QUOTATIONS
<PAGE> B-10
<PAGE>
The Fund's annualized current yield, as may be quoted from
time to time in advertisements and other communications to
shareholders and potential investors, is computed by
determining, for a stated seven-day period, the net change,
exclusive of capital changes and including the value of
additional shares purchased with dividends and any dividends
declared therefrom (which reflect deductions of all expenses
of the Fund such as management fees), in the value of a
hypothetical pre-existing account having a balance of one
share at the beginning of the period, and dividing the
difference by the value of the account at the beginning of the
base period to obtain the base period return, and then
multiplying the base period return by (365/7).
The Fund's annualized effective yield, as may be quoted from
time to time in advertisements and other communications to
shareholders and potential investors, is computed by
determining (for the same stated seven-day period as the
current yield), the net change, exclusive of capital changes
and including the value of additional shares purchased with
dividends and any dividends declared therefrom (which reflect
deductions of all expenses of the Fund such as management
fees), in the value of a hypothetical pre-existing account
having a balance of one share at the beginning of the period,
and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return,
and then compounding the base period return by adding 1,
raising the sum to a power equal to 365 divided by 7, and
subtracting 1 from the result.
The yields quoted in any advertisement or other communication
should not be considered a representation of the yields of the
Fund in the future since the yield is not fixed. Actual
yields will depend not only on the type, quality, and
maturities of the investments held by the Fund and changes in
interest rates on such investments, but also on changes in the
Fund's expenses during the period.
<\REDLINE>
Yield information may be useful in reviewing the performance
of the Fund and for providing a basis for comparison with
other investment alternatives. However, unlike bank deposits
or other investments which typically pay a fixed yield for a
stated period of time, the Fund's yield fluctuates.
<REDLINE>
<REDLINE>
AUDITORS AND FINANCIAL STATEMENTS
<PAGE> B-11
<PAGE>
<\REDLINE>
Deloitte & Touche LLP, independent certified public
accountants, are the auditors of the Fund. The Fund
incorporates by reference in this statement of additional
information the financial statements and notes contained in
its annual report to the shareholders for the year ended
December 31, 1994.
<PAGE> B-12
<PAGE>
Fund for Government Investors, Inc.
A MONEY MARKET FUND
Annual Report
December 31, 1994
Dear Shareholders:
Fund for Government Investors, Inc. ended the year with net
assets of $524.2 million on December 31, 1994. Net income
averaged 3.31% of net assets for the year, up from 2.32% for
the 1993 calendar year. The increase in the return on net
assets is due to an increase in short-term interest rates
during 1994.
The Federal Reserve raised short-term rates six times in 1994.
It increased the federal-funds rate from 3.00% to 5.50% and
the discount rate from 3.00% to 4.75%. The federal funds rate
is the level at which banks lend each other money overnight,
while the discount rate is the rate at which the Federal
Reserve lends banks money. In the last move of 1994, the
Federal Reserve raised both the federal funds rate and the
discount rate each by three-quarters of a percentage point.
Through rate increases, the Federal Reserve endeavors to slow
inflation and temper economic growth. There is little
question that the Federal Reserve will continue to push short-
term interest rates higher until the economy shows clear signs
of decelerating. We look for rates to continue to rise in
early 1995.
Going forward, Fund for Government Investors, Inc. will
continue its conservative investment philosophy. The Fund has
not, nor will it invest in derivatives; safety of assets will
continue to be of primary concern. We are here to serve you
and will always strive to merit your support.
/s/Daniel L. O'Connor /s/Richard J. Garvey
Daniel L. O'Connor Richard J. Garvey
Chairman of the Board President
<PAGE>
<PAGE>
FUND FOR GOVERNMENT INVESTORS, INC.
STATEMENT OF NET ASSETS
December 31, 1994
<TABLE>
<CAPTION>
PAYABLE AT MATURITY YIELD AT DATE OF VALUE*
MATURITY DATE PURCHASE(%) (NOTE 1)
-------------------------------------------------------------------------------
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UNITED STATES TREASURY BILLS
<S> <C> <C> <C>
$ 50,000,000 ......January 5, 1995 ........... 5.08 ...........$49,972,528
50,000,000 ......January 12, 1995 ........... 5.03 ........... 49,925,101
50,000,000 ......January 19, 1995 ........... 5.06 ........... 49,876,813
25,000,000 ......January 26, 1995 ........... 5.19 ........... 24,912,326
75,000,000 .....February 2, 1995 ........... 5.25 ........... 74,658,556
25,000,000 .....February 9, 1995 ........... 5.38 ........... 24,858,219
34,781,032 .....February 16, 1995 ........... 4.82 ........... 34,572,066
25,000,000 ........March 2, 1995 ........... 5.55 ........... 24,775,208
50,000,000 ........March 9, 1995 ........... 5.92 ........... 49,464,465
50,000,000 ........March 16, 1995 ........... 5.90 ........... 49,410,569
60,000,000 ........March 23, 1995 ........... 5.68 ........... 59,254,744
25,000,000 ........March 30, 1995 ........... 5.66 ........... 24,663,155
$519,781,032 Total Investments -- 98.5% 516,343,750
(original cost $513,101,619*)
Other Assets less Liabilities -- 1.5% 7,809,804
Net Assets -- 100.0% $524,153,554
Net Asset value per share
(Based on 524,153,554
shares outstanding) $1.00
</TABLE>
*Same cost is used for Federal income tax purposes.
Weighted Average Maturity of Portfolio: 45 Days
See Notes to Financial Statements.
<PAGE> 2
<PAGE>
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994
<TABLE>
<CAPTION>
<S> <C>
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS:
INVESTMENT INCOME (Note 1) $22,534,859
EXPENSES
Investment Advisory Fee (Note 2) $2,754,339
Administrative Fee (Note 2) 1,391,300
4,145,639
NET INVESTMENT INCOME $18,389,220
</TABLE>
See Notes to Financial Statements.
<PAGE> 3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
For the Year Ended December 31,
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS
AND DECLARED AS DIVIDENDS TO
SHAREHOLDERS (Note 1).. $18,389,220 $15,342,118
FROM SHARE TRANSACTIONS
(at constant net asset value of $1)
Shares Purchased........ $2,391,380,226 $3,052,160,291
Dividends Reinvested...... 17,600,081 14,189,726
Total.................... 2,408,980,307 3,066,350,017
Shares Redeemed................. (2,485,592,551) (3,217,509,437)
Decrease in Net Assets. (76,612,244) (151,159,420)
NET ASSETS - Beginning of Year 600,765,798 751,925,218
NET ASSETS - End of Year 524,153,554 $600,765,798
</TABLE>
See Notes to Financial Statements.
<PAGE> 4
<PAGE>
FINANCIAL HIGHLIGHTS
For the Year Ended December 31,
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Per Share Operating
Performance:
Net Asset Value -
Beginning of Year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment
Income 0.033 0.023 0.030 0.053 0.071
Net Realized and
Unrealized Gains
on Securities --- --- --- --- ---
Net Increase in Net
Asset Value
Resulting from
Operations 0.033 0.023 0.030 0.053 0.071
Dividends to
Shareholders (0.033) (0.023) (0.030) (0.053) (0.071)
Distributions to
Shareholders from
Net Realized
Capital Gains --- --- --- --- ---
Net Increase in Net
Asset Value 0.00 0.00 0.00 0.00 0.00
Net Asset Value - End
of Year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Investment Return 3.38% 2.37% 3.02% 5.38% 7.38%
Ratios to Average Net
Assets:
Expenses 0.75% 0.75% 0.71% 0.69% 0.71%
Net Investment
Income 3.31% 2.32% 3.00% 5.29% 7.13%
Supplementary Data:
Portfolio Turnover
Rate --- --- --- --- ---
Number of Shares
Outstanding at End
of Year (000 s
omitted) 524,154 600,766 751,925 796,655 857,418
</TABLE>
See Notes to Financial Statements.
<PAGE> 5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1994
1. SIGNIFICANT ACCOUNTING POLICIES
Fund for Government Investors, Inc. is registered with the
Securities and Exchange Commission under the Investment
Company Act of 1940 and invests only in U.S. Government
Securities. The following is a summary of significant
accounting policies which the Fund consistently follows:
(a) Investments are valued at amortized cost, which
approximates market value. Amortized cost is the
purchase price of the security plus accumulated
discount or minus amortized premium from the date of
purchase.
(b) Investment income is recorded as earned.
(c) Net investment income is computed, and dividends are
declared daily. Dividends are paid monthly and
reinvested in additional shares unless shareholders
request payment.
(d) The Fund complies with the provisions of the
Internal Revenue Code applicable to regulated
investment companies and distributes all net
investment income to its shareholders. Therefore,
no Federal income tax provision is required.
(e) The Fund periodically purchases United States
Treasury Notes and at the same time makes
commitments to sell the same notes at specified
future dates and prices. At December 31, 1994, no
such commitments were outstanding.
2. INVESTMENT ADVISER AND SHAREHOLDER SERVICING AGENT
Investment advisory and management services are provided by
Money Management Associates under an agreement whereby the
Fund pays a fee at an annual rate based on the Fund s net
assets as follows: .50% of the first $500 million; .45% of
the next $250 million; .40% of the next $250 million; and .35%
of the net assets that exceed $1 billion.
Rushmore Trust & Savings, FSB, which is wholly owned by Money
Management Associates, provides custodial services, transfer
agency, dividend disbursing and other shareholder services to
the Fund. Expenses of the Fund other than interest and
extraordinary legal expenses are paid by Rushmore Trust, which
is paid an administrative fee of .25% of average net assets.
<PAGE> 6
<PAGE>
INDEPENDENT AUDITORS REPORT
The Shareholders and Board of Directors
of Fund for Government Investors, Inc.:
We have audited the statement of net assets of Fund for
Government Investors, Inc. (the Fund) as of December 31, 1994,
the related statements of operations for the year then ended
and of changes in net assets for the years ended December 31,
1994 and 1993, and the financial highlights for each of the
five years in the period ended December 31, 1994. These
financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements and financial highlights are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
securities owned at December 31, 1994 by correspondence with
the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements and financial
highlights present fairly, in all material respects, the net
assets of Fund for Government Investors, Inc. at December 31,
1994, the results of its operations, the changes in its net
assets, and the financial highlights for the respective stated
periods in conformity with generally accepted accounting
principles.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Washington, D.C.
February 6, 1995
<PAGE> 7
<PAGE>
PART C
<PAGE>
<PAGE>
PART C
OTHER INFORMATION
Fund For Government Investors, Inc.
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial statements: The following audited financial
statements are incorporated by reference in Part B of
this registration statement's amendment:
<REDLINE>
Statement of Net Assets as of December 31, 1994;
Statement of Operations for the year ended
December 31, 1994;
Statements of Changes in Net Assets for the
years ended December 31, 1994 and 1993; and
Financial Highlights for each of the five years
in the period ended December 31, 1994.
<\REDLINE>
b. Exhibits:
(1)(a) Articles of Incorporation of Registrant.1/
(1)(b) Articles of Amendment.1/
(1)(c) Articles Supplementary.1/
(2) Bylaws of Registrant.1/
(3) Voting Trust Agreement.2/
(4) Specimen Share Certificate.2/
(5) Form of Management Contract between Registrant and
Money Management Associates. 1/
(6) Form of Underwriting Agreement.2/
(7) Bonus, Profit Sharing or Pension Plans.2/
(8) Form of Custody and Administrative Services
Agreement between Registrant and Rushmore Trust
and Savings, FSB.1/
(9) Other material contracts.2/
(10) Opinion of Barham, Radigan, Suiters & Brown, P.C.,
regarding the legality of securities being
registered.1/
(11) Consent of Deloitte & Touche LLP, independent
public accountants for Registrant.3/
(12) Financial Statements omitted from Item 23.2/
(13) Copies of any agreements or understandings
concerning initial capital.2/
(14) Copies of the model plan used in the establishment
of any retirement plan in conjunction with which
<PAGE>
<PAGE>
Registrant offers its securities.2/
(15) Form of Rule 12b-1 Distribution Plan.2/
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(16) Schedule for computation of performance
quotations.2/
<\REDLINE>
(17) Financial Data Schedule.2/
(18) Copies of any plan entered into by Registrant
pursuant to Rule 18f-3.2/
<REDLINE>
1/ Incorporated by reference to the Registrant's
Registration Statement on Form N-1A, previously filed
with the Securities and Exchange Commission on March 31,
1995 (Registration Nos. 2-52552 and 811-2539).
<\REDLINE>
2/ None.
3/ Filed herewith.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
<REDLINE>
Number of Shareholders
of Record at
Title of Class January 19, 1996
Common Stock, $.001 par value 12,325
<\REDLINE>
ITEM 27. INDEMNIFICATION
The Registrant was incorporated in the State of Maryland on
October 30, 1974, and is operated pursuant to the Articles of
Incorporation of the Registrant, dated as of October 29,
1974, and as last amended, that permit the Registrant to
indemnify its directors and officers under certain
circumstances. Such indemnification, however, is subject to
the limitations imposed by the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended.
<PAGE> C-2
<PAGE>
The Articles of Incorporation of the Fund provide that
officers and directors shall be indemnified by the Fund
against liabilities and expenses of defense in proceedings
against them by reason of the fact that they serve as
officers or directors of the Fund or as an officer or
director of another entity at the request of the entity.
This indemnification is subject to the following conditions:
(a) no director or officer is indemnified against any
liability to the Fund or its security holders which was
the result of any willful misfeasance, bad faith, gross
negligence, or reckless disregard of his duties;
(b) officers and directors are indemnified only for actions
taken in good faith which the officers and directors
believed were in or not opposed to the best interests
of the Fund; and
(c) expenses of any suit or proceeding will be paid in
advance only if the persons who will benefit by such
advance undertake to repay the expenses unless it is
subsequently determined that they are entitled to
indemnification.
The Articles of Incorporation of the Registrant provide that
if indemnification is not ordered by a court, indemnification
may be authorized upon determination by shareholders, or by a
majority vote of a quorum of the directors who were not
parties to the proceedings or, if a quorum is not obtainable,
or if directed by a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion
that the persons to be indemnified have met the applicable
standard.
<REDLINE>
Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be
permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
1933 Act and, therefore, is unenforceable. In the event that
a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the Registrant, unless in the opinion of the
Registrant's counsel the matter has been settled by
<PAGE> C-3
<PAGE>
controlling precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by the
Registrant is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such
issue.
<\REDLINE>
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
<REDLINE>
Money Management Associates ("MMA"), 1001 Grand Isle Way,
Palm Beach Gardens, Florida 33418, a limited partnership
organized under the laws of the District of Columbia on
August 15, 1974, has one general partner and five limited
partners. Daniel L. O'Connor is the general partner and sole
employee of MMA. Limited partners Richard J. Garvey, Martin
M. O'Connor, Rita A. Gardner, and John R. Cralle, are full-
time employees of Rushmore Services, Inc. ("RSI"), a
subsidiary of MMA, at 4922 Fairmont Avenue, Bethesda,
Maryland 20814. Limited partner William L. Major is a
retired employee of RSI.
<\REDLINE>
MMA also serves as the investment adviser to The Rushmore
Fund, Inc., Fund For Tax-Free Investors, Inc., and American
Gas Index Fund, Inc., all regulated investment companies
since their inception.
ITEM 29. PRINCIPAL UNDERWRITERS
Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The physical location for all accounts, books, and records
required to be maintained and preserved by Section 31(a) of
the Investment Company Act of 1940, as amended, and Rules
31a-1 and 31a-2 thereunder, is 4922 Fairmont Avenue,
Bethesda, Maryland 20814.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
<REDLINE>
(a) The Registrant undertakes that, if requested to do so
<PAGE> C-4
<PAGE>
by the holders of at least 10% of its outstanding
shares of the Fund, the Registrant will call a meeting
of shareholders of the Fund for the purpose of voting
upon the question of the removal of a trustee or
trustees of the Registrant and to assist in
communications with other shareholders as required by
Section 16(c) of the Investment Company Act of 1940, as
amended.
(b) The Registrant undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders upon
request and without charge.
<\REDLINE>
<PAGE> C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended,
the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Bethesda and the State of Maryland,
on the 25th day of January, 1996.
Registrant:
FUND FOR GOVERNMENT INVESTORS, INC.
By: /s/ Daniel L. O'Connor
Daniel L. O'Connor
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ Daniel L. O'Connor Chairman of the January 25, 1996
Daniel L. O'Connor Board, Treasurer,
and Director
/s/ Richard J. Garvey Director and January 25, 1996
Richard J. Garvey President
/s/Jeffrey R. Ellis Director January 25, 1996
Jeffrey R. Ellis
/s/ Rita A. Gardner Director January 25, 1996
Rita A. Gardner
Director January 25, 1996
Patrick F. Noonan
/s/ Leo Seybold Director January 25, 1996
Leo Seybold
/s/ Timothy N. Coakley Vice President and January 25, 1996
Timothy N. Coakley Controller
/s/ Bruce C. Ellis Director January 25, 1996
Bruce C. Ellis
/s/ Michael D. Lange Director January 25, 1996
Michael D. Lange
<PAGE>
<PAGE>
EXHIBIT 11
Consent of Deloitte & Touche LLP
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
Fund for Government Investors, Inc.:
We consent to the incorporation by reference in this Post-
Effective Amendment No. 29 to Registration Statement No. 2-52552
of our report dated February 6, 1995 appearing in the Annual
Report of Fund for Government Investors, Inc. for the year ended
December 31, 1994, and to the reference to us under the caption
"Condensed Financial Information" appearing in the Prospectus,
which is also a part of such Registration Statement.
/s/ Deloitte & Touche LLP
Washington, D.C.
January 26, 1996
<PAGE>
